T Mobile USA – ‘S-4/A’ on 2/9/01

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No. 2 to Form S-4                          520   2.90M 
 2: EX-5        Opinion of Preston Gates & Ellis LLP                   2     11K 
 3: EX-8.1      Opinion of Wachtell, Lipton, Rosen & Katz              1      9K 
 4: EX-8.2      Opinion of Jones, Day, Reavis & Pogue                  1     10K 
 5: EX-8.3      Opinion of Cleary, Gottlieb, Steen & Hamilton          1     10K 
 6: EX-8.4      Opinion of Morris, Manning & Martin, LLP               2     11K 
 7: EX-8.5      Opinion of Preston Gates & Ellis LLP                   1      9K 
 8: EX-10.38    Retention Agreement                                    6     25K 
 9: EX-10.39    Voting and Lockup Agreement                            6     26K 
10: EX-23.1     Consent of Pwc Deutsche Revision                       2±    16K 
14: EX-23.11    Consent of Goldman, Sachs & Co.                        2±    12K 
15: EX-23.12    Consent of Morgan Stanley & Co. Incorporated           1     10K 
11: EX-23.2     Consent of Arthur Andersen LLP                         1     10K 
12: EX-23.3     Consent of Arthur Andersen LLP                         1      9K 
13: EX-23.4     Consent of Pricewaterhousecoopers LLP                  1     12K 
16: EX-99.1     Form of Proxy Card of Voicestream Wireless Corp        2     15K 
17: EX-99.2     Form of Proxy Card of Powertel, Inc.                   2     15K 

S-4/A   —   Amendment No. 2 to Form S-4
Document Table of Contents

S-4/A
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2001        

REGISTRATION NO. 333-47294                            REGISTRATION NO. 333-47306
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

                                                        [Enlarge/Download Table]
                                                                                                        

                AMENDMENT NO. 2 TO                                   AMENDMENT NO. 2 TO                 
                     FORM F-4                                             FORM S-4                      

              REGISTRATION STATEMENT                               REGISTRATION STATEMENT               
                       UNDER                                                UNDER                       
            THE SECURITIES ACT OF 1933                           THE SECURITIES ACT OF 1933             
             ------------------------                             ------------------------              

                DEUTSCHE TELEKOM AG                           VOICESTREAM WIRELESS CORPORATION          
   (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS        (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS   
                      CHARTER)                                            CHARTER)                      
            FEDERAL REPUBLIC OF GERMANY                                   DELAWARE                      
          (STATE OR OTHER JURISDICTION OF                      (STATE OR OTHER JURISDICTION OF          
          INCORPORATION OR ORGANIZATION)                       INCORPORATION OR ORGANIZATION)           
                       NONE                                              91-1983600                     
      (I.R.S. EMPLOYER IDENTIFICATION NUMBER)              (I.R.S. EMPLOYER IDENTIFICATION NUMBER)      
                       4812                                                 4812                        
 (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE     (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE  
                      NUMBER)                                              NUMBER)                      
             FRIEDRICH-EBERT-ALLEE 140                                                                  
                    53113 BONN                                      12920 SE 38TH STREET                
                      GERMANY                                    BELLEVUE, WASHINGTON 98006             
              (011 49) 228-181-88880                                   (425) 378-4000                   
(ADDRESS INCLUDING ZIP CODE AND TELEPHONE NUMBER OF  (ADDRESS INCLUDING ZIP CODE AND TELEPHONE NUMBER OF
     REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)            REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)     
                  PAUL B. GROSSE                                    ALAN R. BENDER, ESQ.                
              DEUTSCHE TELEKOM, INC.                          VOICESTREAM WIRELESS CORPORATION          
            280 PARK AVENUE, 26TH FLOOR                             12920 SE 38TH STREET                
             NEW YORK, NEW YORK 10017                            BELLEVUE, WASHINGTON 98006             
               (212) 424-2900 (TEL)                                 (425) 378-4000 (TEL)                
               (212) 424-2976 (FAX)                                 (425) 586-8080 (FAX)                
 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR     (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR  
                      SERVICE)                                            SERVICE)                      

COPIES TO:

                                                        [Enlarge/Download Table]
                                                                                                 
      ROBERT P. DAVIS, ESQ.              DANIEL A. NEFF, ESQ.           BARRY A. ADELMAN, ESQ.   
CLEARY, GOTTLIEB, STEEN & HAMILTON  WACHTELL, LIPTON, ROSEN & KATZ     FRIEDMAN KAPLAN SEILER &  
        ONE LIBERTY PLAZA                51 WEST 52ND STREET                 ADELMAN LLP         
        NEW YORK, NY 10006                NEW YORK, NY 10019               875 THIRD AVENUE      
       (212) 225-2000 (TEL)              (212) 403-1000 (TEL)             NEW YORK, NY 10022     
       (212) 225-3999 (FAX)              (212) 403-2000 (FAX)            (212) 833-1100 (TEL)    
                                                                         (212) 355-6401 (FAX)    

      RICHARD B. DODD, ESQ.              JILL F. DORSEY, ESQ.           JAMES WALKER IV, ESQ.    
    PRESTON GATES & ELLIS LLP               POWERTEL, INC.          MORRIS, MANNING & MARTIN, LLP
   701 FIFTH AVENUE, SUITE 5000        1239 O.G. SKINNER DRIVE      1600 ATLANTA FINANCIAL CENTER
        SEATTLE, WA 98104                WEST POINT, GA 31833         3343 PEACHTREE ROAD, N.E.  
       (206) 623-7580 (TEL)              (706) 645-2000 (TEL)             ATLANTA, GA 30326      
       (206) 623-7022 (FAX)              (706) 645-9523 (FAX)            (404) 233-7000 (TEL)    
                                                                         (404) 365-9532 (FAX)    

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: as promptly
as practicable after the effective date of this registration statement.         

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering.  [ ]                              

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering.  [ ]                                                     

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CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
                                                    PROPOSED MAXIMUM          PROPOSED                           
    TITLE OF EACH CLASS OF        AMOUNT TO BE       OFFERING PRICE       MAXIMUM AGGREGATE         AMOUNT OF    
 SECURITIES TO BE REGISTERED       REGISTERED          PER SHARE           OFFERING PRICE        REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
                                                                                                                 
Ordinary Shares of Deutsche                                                                                      
Telekom AG....................  1,038,334,400(1)    Not Applicable      $23,485,065,676.20(4)    $6,196,629.58(7)
-----------------------------------------------------------------------------------------------------------------
Ordinary Shares of Deutsche                                                                                      
Telekom AG....................   148,823,247(2)     Not Applicable      $2,907,568,727.60(5)      $767,034.28(8) 
-----------------------------------------------------------------------------------------------------------------
Common Stock of VoiceStream                                                                                      
Wireless Corporation..........   42,355,044(3)      Not Applicable      $2,907,652,562.63(6)      $767,055.39(8) 
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------

(1)The amount of Deutsche Telekom Ordinary Shares being registered is increased 
by 7,720,530 shares under this Amendment No. 2 to Deutsche Telekom AG's   
 ("Deutsche Telekom") Registration Statement filed under registration number
333-47294. The increased number is based on (i) 2,050,769 shares of common
  stock, par value $0.001 per share ("VoiceStream Common Shares"), that may be
  issued pursuant to payment by VoiceStream of a stock dividend on VoiceStream
Common Shares prior to the completion of the Deutsche Telekom/VoiceStream 
  merger and (ii) an exchange ratio of 3.7647 Deutsche Telekom Ordinary Shares
for each VoiceStream Common Share pursuant to the Deutsche Telekom/       
VoiceStream merger.                                                       

(2)The amount of Deutsche Telekom Ordinary Shares being registered is increased 
by 1,371,116 shares under this Amendment No. 2 to Deutsche Telekom's      
Registration Statement filed under registration number 333-47294. The     
   increased number is based on (A)(i) 386,535 shares of common stock, par value
$0.01 per share ("Powertel Common Shares"), being the sum of (a) 286,535  
  Powertel Common Shares that may be issued pursuant to payment by Powertel of
a stock dividend on Powertel Common Shares prior to the completion of the 
Deutsche Telekom/ Powertel merger; (b) 50,000 Powertel Common Shares      
representing accrued or declared but unpaid dividends on 50,000 shares of 
Powertel Series E Preferred Stock, par value $0.01 per share ("Powertel   
   Series E Preferred Shares"), and 50,000 shares of Powertel Series F Preferred
Stock, par value $0.01 per share ("Powertel Series F Preferred Shares")   
(based on the number of Powertel Common Shares reserved for issuance in   
  respect of such unpaid dividends as of December 31, 2000); and (c) 50,000 of
 Powertel Common Shares representing estimated accrued or declared (paid and
unpaid) dividends from December 31, 2000 through December 31, 2001 on the 
Powertel Series E Preferred Shares and the Powertel Series F Preferred    
Shares, as the case may be, and (ii) an exchange ratio of 2.6353 Deutsche 
Telekom Ordinary Shares for each Powertel Common Share pursuant to the    
Deutsche Telekom/Powertel merger; (B)(i) an additional 182,900 Deutsche   
 Telekom Ordinary Shares issued in respect of (a) 100,000 shares of Powertel
Series A Preferred Stock, par value $0.01 per share ("Powertel Series A   
Preferred Shares"), and (b) 100,000 shares of Powertel Series B Preferred 
  Stock, par value $0.01 per share ("Powertel Series B Preferred Shares"), and
  (ii) an exchange ratio of 122.8439 Deutsche Telekom Ordinary Shares for each
 share of Powertel Series A Preferred Shares and Powertel Series B Preferred
  Shares pursuant to the Deutsche Telekom/Powertel merger agreement; (C)(i) an
additional 34,880 Deutsche Telekom Ordinary Shares issued in respect of   
   50,000 shares of Powertel Series D Preferred Stock, par value $0.01 per share
   ("Powertel Series D Preferred Shares"), and (ii) an exchange ratio of 93.7082
Deutsche Telekom Ordinary Shares for each share of Powertel Series D      
  Preferred Shares pursuant to the Deutsche Telekom/Powertel merger agreement;
 and (D)(i) an additional 134,700 Deutsche Telekom Ordinary Shares issued in
  respect of (a) 50,000 shares of Powertel Series E Preferred Stock, par value
   $0.01 per share ("Powertel Series E Preferred Shares"), and (b) 50,000 shares
of Powertel Series F Preferred Stock, par value $0.01 per share ("Powertel
  Series F Preferred Shares"), and (ii) an exchange ratio of 180.9449 Deutsche
  Telekom Ordinary Shares for each share of Powertel Series E Preferred Shares
and Powertel Series F Preferred Shares pursuant to the Deutsche           
Telekom/Powertel merger agreement.                                        

(3)The amount of VoiceStream Common Shares being registered is increased by     
391,029 shares under this Amendment No. 2 to VoiceStream Wireless         
   Corporation's ("VoiceStream") Registration Statement filed under registration
number 333-47306. The increased number is based on (A) 521,372 Powertel   
   Common Shares being the sum of (i) 421,372 Powertel Common Shares that may be
   issued pursuant to payment by Powertel of a stock dividend on Powertel Common
Shares prior to the completion of the VoiceStream/Powertel merger and (ii)
100,000 Powertel Common Shares being the sum of (a) the number of Powertel
   Common Shares representing accrued or declared but unpaid dividends on 50,000
Powertel Series E Preferred Shares and 50,000 Powertel Series F Preferred 
 Shares (based on the number of Powertel Common Shares reserved for issuance
in respect of such unpaid dividends as of December 31, 2000) and (b) the  
 number of Powertel Common Shares representing estimated accrued or declared
  (paid and unpaid) dividends from December 31, 2000 through December 31, 2001
   on the Powertel Series E Preferred Shares and the Powertel Series F Preferred
Shares, as the case may be, and (B) an exchange ratio of .75 VoiceStream  
Common Shares for each Powertel Common Share pursuant to the              
VoiceStream/Powertel merger agreement.                                    

(4)The proposed maximum aggregate offering price of the additional Deutsche     
Telekom Ordinary Shares being registered by Deutsche Telekom in connection
  with the Deutsche Telekom/VoiceStream merger is $244,841,310.91. Pursuant to
   Rules 457(c), 457(f)(1) and 457(f)(2) under the Securities Act and solely for
the purpose of calculating the additional registration fee, the proposed  
maximum aggregate offering price for the additional 7,720,530 Deutsche    
Telekom Ordinary Shares is equal to the aggregate market value of the     
approximate number of the additional VoiceStream Common Shares to be      
cancelled in the Deutsche Telekom/VoiceStream merger (as set forth in note
   (1) above) based upon a market value of $119.39 per VoiceStream Common Share,
 the average of the high and low sale prices per VoiceStream Common Share on
the Nasdaq Stock Market on February 7, 2001.                              

(5)The proposed maximum aggregate offering price of the additional Deutsche     
Telekom Ordinary Shares being registered by Deutsche Telekom in connection
with the Deutsche Telekom/Powertel merger is $40,275,571.49. Pursuant to  
   Rules 457(c), 457(f)(1) and 457(f)(2) under the Securities Act and solely for
the purpose of calculating the additional registration fee, the proposed  
maximum aggregate offering price for the additional 1,371,116 Deutsche    
Telekom Ordinary Shares is equal to the aggregate market value of the     
 approximate number of the additional Powertel Common Shares to be cancelled
in the Deutsche Telekom/Powertel merger (as set forth in note (2) above)  
   based upon a market value of $77.41 per Powertel Common Share, the average of
the high and low sale prices per Powertel Common Share on the Nasdaq Stock
Market on February 7, 2001.                                               

(6)The proposed maximum aggregate offering price of the additional VoiceStream  
Common Shares being registered by VoiceStream in connection with the      
VoiceStream/Powertel merger is $40,359,406.52. Pursuant to Rules 457(c),  
 457(f)(1) and 457(f)(2) under the Securities Act and solely for the purpose
of calculating the additional registration fee, the proposed maximum      
   aggregate offering price for the additional 391,029 VoiceStream Common Shares
is equal to the aggregate market value of the approximate number of the   
   additional Powertel Common Shares to be cancelled in the VoiceStream/Powertel
   merger (as set forth in note (3) above) based on a market value of $77.41 per
Powertel Common Share, the average of the high and low sale prices per    
Powertel Common Share on the Nasdaq Stock Market on February 7, 2001.     

(7)$6,135,419.25 has been previously paid.                                      

(8)$756,965.39 has been previously paid.                                        

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[VOICESTREAM WIRELESS LOGO]                                                     

[DEUTSCHE TELEKOM LOGO] 
                                                           [POWERTEL, INC. LOGO]
DEAR STOCKHOLDERS OF VOICESTREAM AND POWERTEL:                                  

   The boards of directors of VoiceStream Wireless Corporation and Powertel,
Inc. have approved mergers of their respective companies with Deutsche Telekom  
AG, in which VoiceStream and Powertel will become wholly-owned subsidiaries of  
Deutsche Telekom. Alternatively, in the event that the mergers with Deutsche    
Telekom are not completed, the boards of directors of the two companies have    
approved a merger, in which Powertel will become a wholly-owned subsidiary of   
VoiceStream. VoiceStream and Powertel are holding separate special meetings of  
their stockholders at which stockholders will be asked to approve these         
transactions. We encourage you to attend these meetings or vote your shares by  
proxy.                                                                          

DEUTSCHE TELEKOM/VOICESTREAM MERGER AND DEUTSCHE TELEKOM/POWERTEL MERGER        

  In the Deutsche Telekom/VoiceStream merger, VoiceStream stockholders may
elect to receive for each of their VoiceStream common shares: (1) a combination 
of $30 in cash and 3.2 Deutsche Telekom shares, (2) $200 in cash, subject to    
proration, or (3) 3.7647 Deutsche Telekom shares, also subject to proration.    
However, because the elections are subject to proration and a tax-related       
adjustment as described in the accompanying document, based on the price of     
Deutsche Telekom shares and the euro to U.S. dollar exchange rate as of February
7, 2001, among other factors, it is likely that VoiceStream stockholders would  
receive for each VoiceStream common share approximately 3.4837 Deutsche Telekom 
shares and $21.36 in cash, or an aggregate for all VoiceStream stockholders of  
880.7 million Deutsche Telekom shares and $5.4 billion in cash.                 

     In the Deutsche Telekom/Powertel merger, Powertel stockholders will receive
2.6353 Deutsche Telekom shares for each Powertel common share. Powertel         
preferred shares will be exchanged at exchange ratios determined on an          
as-converted-to-common share basis, as described in the accompanying document.  
The merger consideration is subject to certain adjustments. We estimate that in 
this merger Deutsche Telekom will issue approximately 136 million Deutsche      
Telekom shares to Powertel stockholders.                                        

    VoiceStream and Powertel stockholders will receive Deutsche Telekom shares
in the form of Deutsche Telekom American depositary shares that are traded on   
the New York Stock Exchange under the symbol "DT" or, at their election, in the 
form of Deutsche Telekom ordinary shares that are traded principally on the     
Frankfurt Stock Exchange under the symbol "DTE". Each Deutsche Telekom ADS      
represents one Deutsche Telekom ordinary share.                                 

ALTERNATIVE VOICESTREAM/POWERTEL MERGER                                         

The VoiceStream/Powertel merger will be completed only if the Deutsche
Telekom/VoiceStream merger is not completed. If the VoiceStream/Powertel merger 
does occur, Powertel stockholders will receive VoiceStream common shares at a   
conversion number ranging from 0.65 to 0.75, subject to adjustments described in
the accompanying document, per Powertel common share, depending on the average  
closing price of VoiceStream common shares during a measurement period close to 
the completion of the merger. Holders of Powertel preferred shares will receive 
VoiceStream common shares using the same conversion ratio, treating the         
preferred shares on an as-converted-to-common share basis. We estimate that in  
the VoiceStream/Powertel merger VoiceStream will issue approximately 38.4       
million VoiceStream common shares to Powertel stockholders, but the merger      
consideration is subject to certain adjustments as described in the accompanying
document. Assuming the VoiceStream/Powertel merger is completed, the VoiceStream
common shares will continue to be traded on the Nasdaq Stock Market under the   
symbol "VSTR".                                                                  

The accompanying document provides you with detailed information about each of  
the three proposed mergers and the special stockholders meetings. WE ENCOURAGE  
YOU TO READ THIS DOCUMENT CAREFULLY, AND IN ITS ENTIRETY, INCLUDING THE SECTIONS
DESCRIBING RISK FACTORS THAT BEGIN ON PAGES 25 AND 29.                          

The boards of directors of VoiceStream and Powertel each has, by unanimous vote 
of the directors present at the deciding meetings, determined the applicable    
mergers to be advisable and in the best interests of its stockholders and       
recommends that the stockholders of VoiceStream and Powertel, respectively, vote
FOR the applicable merger transactions.                                         

                                                                [Download Table]
                                                                           

        /s/ JOHN W. STANTON                     /s/ ALLEN E. SMITH         
          John W. Stanton                         Allen E. Smith           
Chairman and Chief Executive Officer  President and Chief Executive Officer
  VoiceStream Wireless Corporation                Powertel, Inc.           

Neither the Securities and Exchange Commission nor any state securities         
commission has approved or disapproved the stock to be issued by Deutsche       
Telekom or VoiceStream under this document or determined if this document is    
accurate or adequate. Any representation to the contrary is a criminal offense. 

This proxy statement/prospectus is dated February 9, 2001 and was first mailed
to VoiceStream and Powertel stockholders on February 12, 2001.

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[VOICESTREAM WIRELESS LOGO] 
12920 SE 38TH STREET
BELLEVUE, WASHINGTON 98006

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

TO BE HELD ON MARCH 13, 2001

To the Stockholders of                                                          
VoiceStream Wireless Corporation:                                               

Notice is hereby given that a special meeting of stockholders of      
VoiceStream Wireless Corporation will be held on March 13, 2001, at 8:00 a.m.,  
Pacific time, at the offices of VoiceStream Wireless Corporation, 12920 SE 38th 
Street, Bellevue, Washington 98006.                                             

  You are cordially invited to attend the special meeting. The purposes of
the special meeting are:                                                        

 - To consider and vote on a proposal to approve and adopt Agreement and
      Plan of Merger, dated as of July 23, 2000, as amended and restated as of
February 8, 2001, among Deutsche Telekom AG, VoiceStream Wireless 
Corporation and a Delaware corporation formed by Deutsche Telekom,
     pursuant to which that corporation will be merged into VoiceStream, and
    VoiceStream will become a wholly-owned subsidiary of Deutsche Telekom.

     - To consider and vote on a proposal to approve and adopt the Agreement and
 Plan of Reorganization, dated as of August 26, 2000, as amended and
      restated as of February 8, 2001, among VoiceStream Wireless Corporation,
  Powertel, Inc. and a wholly-owned subsidiary of VoiceStream, and the
      transactions contemplated thereby, including the issuance of VoiceStream
     common shares to Powertel stockholders. Pursuant to that agreement, the
    VoiceStream subsidiary will be merged into Powertel, and Powertel will
 become a wholly-owned subsidiary of VoiceStream. The merger between
     VoiceStream and Powertel can occur only if the merger agreement between
VoiceStream and Deutsche Telekom is terminated.                   

  - To transact any other business as may properly come before the special
meeting or any adjournments of the special meeting.               

     The merger agreements and the mergers are more fully described in the proxy
statement/prospectus attached to this notice.                                   

  Only holders of record of VoiceStream common shares and voting preferred
shares at the close of business on January 24, 2001 are entitled to notice of,  
and to vote at, the special meeting and any adjournments of the special meeting.
You may vote in person or by proxy. Mailing your completed proxy in advance of  
the special meeting will not prevent you from voting in person at the special   
meeting.                                                                        

We encourage you to vote on these important matters.                  

                                       By order of the Board of Directors,

                      /s/ ALAN R. BENDER
                  Alan R. Bender
             Secretary

IMPORTANT NOTICE

Whether or not you plan to attend the special meeting in person, you are urged  
to read the attached proxy statement/prospectus carefully and then sign, date   
and return the enclosed proxy card in the enclosed postage-paid envelope by     
following the instructions on the enclosed proxy card. If you later desire to   
revoke your proxy for any reason, you may do so in the manner set forth in the  
attached proxy statement/prospectus.                                            

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[POWERTEL, INC. LOGO] 
1239 O.G. SKINNER DRIVE 
WEST POINT, GEORGIA 31833 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

TO BE HELD ON MARCH 13, 2001

To the Stockholders of                                                          
Powertel, Inc.:                                                                 

    Notice is hereby given that a special meeting of stockholders of Powertel,
Inc. will be held on March 13, 2001, at 11:00 a.m., Eastern time, at The Cotton 
Duck, 6101 20th Avenue, Valley, Alabama 36854.                                  

  You are cordially invited to attend the special meeting. The purposes of
the special meeting are:                                                        

     - To consider and vote on a proposal to approve and adopt the Agreement and
     Plan of Merger, dated as of August 26, 2000, as amended and restated as
  of February 8, 2001, among Deutsche Telekom AG, Powertel, Inc. and a
     Delaware corporation formed by Deutsche Telekom, pursuant to which that
  corporation will be merged into Powertel, and Powertel will become a
      wholly-owned subsidiary of Deutsche Telekom. The merger between Deutsche
Telekom and Powertel can occur only if the merger between Deutsche
Telekom and VoiceStream is completed.                             

     - To consider and vote on a proposal to approve and adopt the Agreement and
 Plan of Reorganization, dated as of August 26, 2000, as amended and
      restated as of February 8, 2001, among VoiceStream Wireless Corporation,
      Powertel, Inc. and a wholly-owned subsidiary of VoiceStream, pursuant to
  which that subsidiary will be merged into Powertel and Powertel will
 become a wholly-owned subsidiary of VoiceStream. The merger between
     VoiceStream and Powertel can occur only if the merger agreement between
VoiceStream and Deutsche Telekom is terminated.                   

   - To transact such other business as may properly come before the special
meeting or any adjournments of the special meeting.               

  The Deutsche Telekom/Powertel merger agreement, the VoiceStream/Powertel
merger agreement and the related mergers are more fully described in the proxy  
statement/prospectus attached to this notice.                                   

    Only holders of record of Powertel's common shares and preferred shares at
the close of business on January 24, 2001 are entitled to notice of and to vote 
at the special meeting and any adjournments of the special meeting. You may vote
in person or by proxy. Mailing your completed proxy in advance of the meeting   
will not prevent you from voting in person at the special meeting.              

We encourage you to vote upon these important matters.                

                                       By order of the Board of Directors,

                      /s/ Allen E. Smith

                  Allen E. Smith

                                         President and Chief Executive Officer

IMPORTANT NOTICE

Whether or not you plan to attend the special meeting in person, you are urged  
to read the attached proxy statement/prospectus carefully and then sign, date   
and return the enclosed proxy card in the enclosed postage-paid envelope by     
following the instructions on the enclosed proxy card. If you later desire to   
revoke your proxy for any reason, you may do so in the manner set forth in the  
attached proxy statement/prospectus.                                            

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ADDITIONAL INFORMATION

 This document incorporates important business and financial information
about Deutsche Telekom AG, VoiceStream Wireless Corporation and Powertel, Inc.  
from documents filed with the Securities and Exchange Commission that are not   
included in or delivered with this document. Deutsche Telekom AG, which in this 
document we refer to as "Deutsche Telekom", will provide you with copies of this
information relating to Deutsche Telekom, without charge, upon written or oral  
request to:                                                                     

DEUTSCHE TELEKOM, INC.
280 Park Avenue, 26th Floor 
New York, New York 10017
Attention: Brigitte Weniger 
Telephone Number: (212) 424-2959
Email address: Brigitte.Weniger@usa.telekom.de

 VoiceStream Wireless Corporation, which in this document we refer to as
"VoiceStream", will provide you with copies of this information relating to     
VoiceStream, including its Omnipoint Corporation and Aerial Communications, Inc.
subsidiaries, without charge, upon written or oral request to:                  

VOICESTREAM WIRELESS CORPORATION
12920 SE 38th Street
Bellevue, Washington 98006
Attention: Investor Relations 
Telephone Number: (425) 378-4000
Email address: investor.relations@voicestream.com 

Powertel, Inc., which in this document we refer to as "Powertel", will
provide you with copies of this information relating to Powertel, without       
charge, upon written or oral request to:                                        

POWERTEL, INC.
1239 O.G. Skinner Drive 
West Point, Georgia 31833 
Attention: Investor Relations 
Telephone Number: (706) 645-2000
Email address: kinda@powertel.com 

IN ORDER TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE
SPECIAL MEETINGS, YOU SHOULD MAKE YOUR REQUEST NO LATER THAN MARCH 6, 2001.     

    In addition, if you have questions about the Deutsche Telekom/VoiceStream,
Deutsche Telekom/Powertel or VoiceStream/Powertel mergers, you may contact:     

[MACKENZIE PARTNERS, INC. LOGO] 

156 Fifth Avenue

New York, New York 10010

Bankers and brokers call collect: (212) 929-5500

All others call toll-free: (800) 322-2885 

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WHERE YOU CAN FIND MORE INFORMATION                                             

  Deutsche Telekom files annual and special reports and other information,
and VoiceStream and Powertel file annual, quarterly and special reports, proxy  
statements and other information, with the Securities and Exchange Commission,  
which in this document we refer to as the "SEC". You may read and copy any      
reports, statements or other information on file at the SEC's public reference  
room located at 450 Fifth Street, NW, Washington, D.C. 20549. Please call the   
SEC at 1-800-SEC-0330 for further information on the public reference room. The 
SEC filings are also available to the public from commercial document retrieval 
services. The VoiceStream and Powertel filings, and the registration statements 
filed by Deutsche Telekom and VoiceStream of which this proxy                   
statement/prospectus forms a part, are available at the Internet worldwide      
website maintained by the SEC at www.sec.gov.                                   

Deutsche Telekom has filed a registration statement on Form F-4 and a 
registration statement on Form F-6, as amended, to register with the SEC the    
Deutsche Telekom ADSs and Deutsche Telekom ordinary shares, respectively, that  
VoiceStream stockholders would receive in connection with the Deutsche Telekom/ 
VoiceStream merger and Powertel stockholders would receive in connection with   
the Deutsche Telekom/ Powertel merger. VoiceStream has filed a registration     
statement on Form S-4 to register with the SEC the VoiceStream common shares    
that Powertel stockholders would receive in connection with the VoiceStream/    
Powertel merger. This proxy statement/prospectus is a part of the registration  
statement of Deutsche Telekom on Form F-4 and the registration statement of     
VoiceStream on Form S-4 and is a prospectus of Deutsche Telekom, a prospectus of
VoiceStream, a proxy statement of VoiceStream for the VoiceStream special       
meeting and a proxy statement of Powertel for the Powertel special meeting.     

    The SEC permits Deutsche Telekom, VoiceStream and Powertel to "incorporate
by reference" information into this proxy statement/prospectus. This means that 
the companies 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 proxy statement/prospectus, except for   
any information superseded by information contained directly in this proxy      
statement/prospectus or by information contained in documents filed with or     
furnished to the SEC after the date of this proxy statement/prospectus that is  
incorporated by reference in this proxy statement/prospectus.                   

     This proxy statement/prospectus incorporates by reference the documents set
forth below that have been previously filed with the SEC. These documents       
contain important information about Deutsche Telekom, VoiceStream and Powertel  
and their financial conditions.                                                 

                                                        [Enlarge/Download Table]

 DEUTSCHE TELEKOM SEC FILINGS (FILE NO. 1-14540)  PERIOD OR FILING DATE                             
 -----------------------------------------------  ---------------------                             
                                                                                                    
Annual Report on Forms 20-F and 20-F/A            Year ended December 31, 1999                      
Reports on Form 6-K                               Filed on June 13, 2000, June 27, 2000, July 5,    
                                                  2000, July 19, 2000, September 29, 2000, October  
                                                  4, 2000, October 30, 2000, November 9, 2000,      
                                                  December 5, 2000, January 23, 2001 and February 8,
                                                  2001                                              

VOICESTREAM SEC FILINGS (FILE NO. 0-29667)        PERIOD OR FILING DATE                             
------------------------------------------        ---------------------                             
                                                                                                    
Annual Report on Forms 10-K and 10-K/A            Year ended December 31, 1999                      
Quarterly Report on Forms 10-Q and 10-Q/A         Quarter ended March 31, 2000                      
Quarterly Report on Forms 10-Q and 10-Q/A         Quarter ended June 30, 2000                       
Quarterly Report on Forms 10-Q and 10-Q/A         Quarter ended September 30, 2000                  
Current Reports on Form 8-K and 8-K/A             Filed on March 3, 2000, March 23, 2000,           
                                                  May 5, 2000, May 16, 2000, July 28, 2000,         
                                                  August 31, 2000, September 8, 2000,               
                                                  September 29, 2000, October 11, 2000,             
                                                  December 20, 2000 and February 2, 2001            

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                                                        [Enlarge/Download Table]

POWERTEL SEC FILINGS (FILE NO. 0-23102)    PERIOD OR FILING DATE                      
---------------------------------------    ---------------------                      
                                                                                      
Annual Report on Forms 10-K and 10-K/A     Year ended December 31, 1999               
Quarterly Report on Form 10-Q              Quarter ended March 31, 2000               
Quarterly Report on Form 10-Q              Quarter ended June 30, 2000                
Quarterly Report on Forms 10-Q and 10-Q/A  Quarter ended September 30, 2000           
Current Reports on Form 8-K                Filed on June 16, 2000, August 31, 2000 and
                                           February 2, 2001                           

  Deutsche Telekom, VoiceStream and Powertel also incorporate by reference
into this proxy statement/prospectus additional documents that they may file    
with the SEC under Sections 13(a), 13(c), 14(a) and 15(d) of the Securities     
Exchange Act of 1934, as amended, from and including the date of this proxy     
statement/prospectus to the date of the VoiceStream special meeting and the     
Powertel special meeting. These include reports such as Annual Reports on Form  
10-K and Form 20-F, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,
as well as any Reports on Form 6-K designated by Deutsche Telekom as being      
incorporated by reference into this proxy statement/prospectus.                 

    The Deutsche Telekom ADSs are listed on the New York Stock Exchange, which
in this document we refer to as the "NYSE". The Deutsche Telekom ordinary shares
are listed on the Frankfurt Stock Exchange. The Deutsche Telekom ordinary shares
also trade on the Berlin Stock Exchange, the Bremen Stock Exchange, the         
Rhineland Westphalian Stock Exchange in Dusseldorf, the Hanseatic Stock Exchange
in Hamburg, the Hanover Stock Exchange in Hanover, the Bavarian Stock Exchange  
and the Baden-Wurttemberg Stock Exchange in Stuttgart and on the Tokyo Stock    
Exchange. Options on the Deutsche Telekom ordinary shares trade on the German   
options exchange (Eurex Deutschland) and other exchanges. You may inspect any   
periodic reports and other information filed with the SEC by Deutsche Telekom at
the offices of the NYSE, 20 Broad Street, New York, New York 10005 (17th Floor).
VoiceStream and Powertel common shares are both quoted on the Nasdaq Stock      
Market. You may inspect any periodic reports, proxy statements and other        
information filed with the SEC by VoiceStream and Powertel at the offices of the
National Association of Securities Dealers, Inc., 9801 Washingtonian Boulevard, 
Gaithersburg, Maryland 20878 (5th Floor).                                       

     If you are a Deutsche Telekom, VoiceStream or Powertel stockholder, you may
not have been sent some of the documents incorporated by reference, but you can 
obtain any of them through Deutsche Telekom, VoiceStream or Powertel as         
described below, through the SEC or, with respect to VoiceStream and Powertel,  
the SEC's Internet worldwide website as described above. Documents incorporated 
by reference are available without charge, excluding all exhibits unless an     
exhibit has been specifically incorporated by reference into this proxy         
statement/prospectus. Stockholders may obtain documents incorporated by         
reference into this proxy statement/prospectus by requesting them in writing or 
by telephone from the appropriate company at the following addresses:           

                                                        [Enlarge/Download Table]
                                                                                                  
    DEUTSCHE TELEKOM, INC.        VOICESTREAM WIRELESS CORPORATION          POWERTEL, INC.        
  280 PARK AVENUE, 26TH FLOOR           12920 SE 38TH STREET            1239 O.G. SKINNER DRIVE   
      NEW YORK, NY 10017                 BELLEVUE, WA 98006              WEST POINT, GA 31833     
  ATTENTION: BRIGITTE WENIGER       ATTENTION: INVESTOR RELATIONS    ATTENTION: INVESTOR RELATIONS
 TELEPHONE NO.: (212) 424-2959      TELEPHONE NO.: (425) 378-4000    TELEPHONE NO.: (706) 645-2000
            EMAIL:                             EMAIL:                  EMAIL: kinda@powertel.com  
Brigitte.Weniger@usa.telekom.de  investor.relations@voicestream.com                               

   If you would like to request documents from Deutsche Telekom, VoiceStream
or Powertel, please do so by March 6, 2001, to receive them before the          
VoiceStream special meeting or the Powertel special meeting.                    

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

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY  
REFERENCE INTO THIS PROXY STATEMENT/PROSPECTUS TO VOTE ON THE MERGER RELEVANT TO
YOU. NO ONE HAS BEEN AUTHORIZED TO PROVIDE YOU WITH INFORMATION THAT IS         
DIFFERENT FROM THAT CONTAINED IN, OR INCORPORATED BY REFERENCE INTO, THIS PROXY 
STATEMENT/PROSPECTUS. THIS PROXY STATEMENT/PROSPECTUS IS DATED FEBRUARY 9, 2001.
YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN, OR INCORPORATED BY     
REFERENCE INTO, THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER
THAN THAT DATE.                                                                 

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NEITHER OUR MAILING OF THIS PROXY STATEMENT/PROSPECTUS TO VOICESTREAM AND       
POWERTEL STOCKHOLDERS NOR THE ISSUANCE BY DEUTSCHE TELEKOM OF ADSS OR ORDINARY  
SHARES IN CONNECTION WITH THE DEUTSCHE TELEKOM/ VOICESTREAM MERGER OR THE       
DEUTSCHE TELEKOM/POWERTEL MERGER OR BY VOICESTREAM OF COMMON SHARES IN          
CONNECTION WITH THE VOICESTREAM/POWERTEL MERGER WILL CREATE ANY IMPLICATION TO  
THE CONTRARY.                                                                   

    THIS PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES, OR THE SOLICITATION OF A PROXY,
IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY    
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. INFORMATION CONTAINED IN THIS  
PROXY STATEMENT/PROSPECTUS REGARDING DEUTSCHE TELEKOM HAS BEEN PROVIDED BY      
DEUTSCHE TELEKOM, INFORMATION CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS      
REGARDING VOICESTREAM HAS BEEN PROVIDED BY VOICESTREAM AND INFORMATION CONTAINED
IN THIS PROXY STATEMENT/PROSPECTUS REGARDING POWERTEL HAS BEEN PROVIDED BY      
POWERTEL.                                                                       

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TABLE OF CONTENTS 

                                                                [Download Table]

                                        Page
                                        ----
                                            
Questions and Answers About the             
Mergers...............................     1
Summary...............................     3
Risk Factors Relating to the Deutsche       
Telekom/VoiceStream Merger and the          
Deutsche Telekom/Powertel Merger......    25
Risk Factors Relating to the                
VoiceStream/Powertel Merger...........    29
Forward-Looking Statements............    34
The Companies.........................    36
  Deutsche Telekom AG.................    36
  VoiceStream Wireless Corporation....    36
  Powertel, Inc. .....................    37
The VoiceStream Special Meeting.......    38
  General.............................    38
  Record Date; Quorum.................    38
  Required Vote.......................    39
  Agreements to Vote in Favor of the        
  Mergers.............................    39
  Voting and Revocation of Proxies....    39
  Election Procedures.................    40
  Solicitation of Proxies.............    40
The Powertel Special Meeting..........    42
  General.............................    42
  Record Date; Quorum.................    42
  Required Vote.......................    43
  Agreements to Vote in Favor of the        
  Deutsche Telekom/Powertel Merger....    43
  Agreements to Vote in Favor of the        
  VoiceStream/Powertel Merger.........    44
  Voting and Revocation of Proxies....    44
  Solicitation of Proxies.............    45
The Deutsche Telekom/VoiceStream            
Merger................................    46
  Background of the Deutsche Telekom/       
  VoiceStream Merger..................    46
  Deutsche Telekom's Reasons for the        
  Deutsche Telekom/VoiceStream              
  Merger..............................    51
  Recommendation and Considerations of      
  the VoiceStream Board of                  
  Directors...........................    52
  Opinion of VoiceStream's Financial        
  Advisor.............................    57

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                                        Page
                                        ----
                                            
  Interests of Directors and Officers       
  of VoiceStream in the Deutsche            
  Telekom/VoiceStream Merger..........    64
  Appraisal Rights....................    67
The Deutsche Telekom/Powertel Merger        
and the VoiceStream/Powertel Merger...    69
  Background of Deutsche Telekom/           
  Powertel Merger and VoiceStream/          
  Powertel Merger.....................    69
  Deutsche Telekom's Reasons for the        
  Deutsche Telekom/Powertel Merger....    74
  VoiceStream's Reasons for the             
  VoiceStream/Powertel Merger.........    74
  Recommendation and Considerations of      
  the VoiceStream Board of Directors        
  with Respect to the                       
  VoiceStream/Powertel Merger.........    75
  Recommendation and Considerations of      
  the Powertel Board of Directors with      
  Respect to the Deutsche                   
  Telekom/Powertel Merger and               
  VoiceStream/Powertel Merger.........    76
  Opinion of VoiceStream's Financial        
  Advisor.............................    80
  Opinion of Powertel's Financial           
  Advisor.............................    87
  Interests of Directors and Officers       
  of VoiceStream in the                     
  VoiceStream/Powertel Merger.........    94
  Interests of Directors and Officers       
  of Powertel in the Deutsche               
  Telekom/Powertel Merger and the           
  VoiceStream/Powertel Merger.........    94
  Appraisal Rights....................    98
Dividends.............................    99
  Deutsche Telekom....................    99
  VoiceStream.........................    99
Federal Securities Law Consequences of      
the Mergers...........................   100
  The Deutsche Telekom/VoiceStream          
  Merger and the Deutsche Telekom/          
  Powertel Merger.....................   100
  The VoiceStream/Powertel Merger.....   100

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                                        ----
                                            
Other Effects of the Mergers..........   101
  Other Effects of the Deutsche             
  Telekom/VoiceStream Merger and the        
  Deutsche Telekom/Powertel Merger....   101
  Other Effects of the VoiceStream/         
  Powertel Merger.....................   104
Accounting Treatment..................   105
  The Deutsche Telekom/VoiceStream          
  Merger and the Deutsche Telekom/          
  Powertel Merger.....................   105
  The VoiceStream/Powertel Merger.....   105
Regulatory Approvals..................   105
  Regulatory Approvals Required for         
  the Deutsche Telekom/VoiceStream          
  Merger and the Deutsche                   
  Telekom/Powertel Merger.............   105
  Regulatory Approvals Required for         
  the VoiceStream/Powertel Merger.....   108
U.S. Federal and German Tax                 
Consequences..........................   110
  General.............................   110
  U.S. Federal Income Tax Consequences      
  of the Deutsche Telekom/VoiceStream       
  Merger to U.S. Holders of                 
  VoiceStream Common Shares...........   111
  U.S. Federal Income Tax Consequences      
  of the Deutsche Telekom/Powertel          
  Merger to U.S. Holders of Powertel        
  Common Shares.......................   114
  U.S. Federal Income Tax Consequences      
  of the Deutsche Telekom/Powertel          
  Merger to U.S. Holders of Powertel        
  Preferred Shares....................   117
  U.S. Federal Income Tax Consequences      
  of the VoiceStream/Powertel Merger        
  to U.S. Holders of Powertel Common        
  Shares..............................   118
  U.S. Federal Income Tax Consequences      
  of the VoiceStream/Powertel Merger        
  to U.S. Holders of Powertel               
  Preferred Shares....................   119
  U.S. Federal Income Tax and German        
  Tax Considerations for U.S. Resident      
  Holders of Deutsche Telekom ADSs and      
  Deutsche Telekom Ordinary Shares....   120

                                                                [Download Table]

                                        Page
                                        ----
                                            
  German Tax Considerations for Non-        
  German Holders of Deutsche Telekom        
  ADSs and Deutsche Telekom Ordinary        
  Shares..............................   123
Summary of the Deutsche Telekom/            
VoiceStream Transaction Documents.....   126
  The Deutsche Telekom/VoiceStream          
  Merger Agreement....................   126
     The Deutsche Telekom/VoiceStream       
     Merger...........................   126
     Effective Time and Timing of           
     Closing..........................   126
     Consideration To Be Received in        
     the Deutsche Telekom/VoiceStream       
     Merger...........................   126
     Treatment of Other Capital Stock,      
     Warrants and Exchange Rights.....   130
     Election and Exchange of               
     Certificates Representing              
     VoiceStream Common Shares........   132
     Treatment of Options and               
     Restricted Stock.................   133
     Dissenting Shares................   134
     Representations and Warranties...   134
     Conduct of Business Pending the        
     Deutsche Telekom/VoiceStream           
     Merger...........................   134
     Offers for Alternative                 
     Transactions.....................   137
     VoiceStream Board of Directors'        
     Recommendation...................   138
     Additional Agreements............   139
     VoiceStream's Nominations to           
     Deutsche Telekom Organizational        
     Bodies...........................   139
     Efforts to Complete the Deutsche       
     Telekom/VoiceStream Merger.......   139
     Indemnification and Insurance....   140
     Employee Benefits................   140
     Closing Conditions...............   141
     Termination and Termination            
     Fee..............................   143
     Expenses.........................   144
     Amendment; Waiver; Assignment....   145
     Important Definitions............   145
     Amendment and Restatement........   146

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  Deutsche Telekom's Agreements with        
  Stockholders of VoiceStream.........   146
     Agreement to Vote................   146
     Transfer Restrictions and Waiver       
     of Rights........................   147
     Registration Rights..............   148
     Termination......................   148
     No Solicitation..................   148
     The Agreements with Telephone &        
     Data Systems, Inc................   148
  The Deutsche Telekom Investment           
  Agreements..........................   149
     VoiceStream Voting Preferred           
     Shares...........................   149
     Stock Subscription Agreement.....   150
     Investor Agreement...............   150
  First Amended and Restated Voting         
  Agreement...........................   152
  Agreements with Joint Venture             
  Partners of VoiceStream.............   153
Summary of Deutsche Telekom/Powertel        
and VoiceStream/Powertel Transaction        
Documents.............................   154
  The Deutsche Telekom/Powertel Merger      
  Agreement...........................   154
     The Deutsche Telekom/Powertel          
     Merger...........................   154
     Effective Time and Timing of           
     Closing..........................   154
     Consideration To Be Received in        
     the Deutsche Telekom/Powertel          
     Merger...........................   154
     Adjustment in Connection with          
     Permitted Dividends..............   156
     Treatment of Powertel Warrants...   157
     Treatment of Eliska Put Rights...   157
     Election and Exchange of               
     Certificates Representing              
     Powertel Shares..................   157
     Treatment of Powertel Options and      
     Restricted Stock.................   158
     Dissenting Shares................   159
     Representations and Warranties...   159
     Conduct of Business Pending the        
     Deutsche Telekom/Powertel              
     Merger...........................   160
     Offers for Alternative                 
     Transactions.....................   162
     Powertel Board of Directors'           
     Recommendation...................   163

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                                      Page
                                      ----
                                          
   Additional Agreements............   164
   Senior Discount Notes and Senior       
   Notes............................   164
   Efforts to Complete the Deutsche       
   Telekom/Powertel Merger..........   165
   Indemnification and Insurance....   165
   Employee Benefits................   165
   Closing Conditions...............   166
   Termination and Termination            
   Fee..............................   169
   Expenses.........................   171
   Amendment; Waiver; Assignment....   171
   Important Definition.............   172
   Amendment and Restatement........   172
Deutsche Telekom's Agreements with        
Stockholders of Powertel............   173
   Agreement to Vote................   173
   Transfer Restrictions and Waiver       
   of Rights........................   173
   Termination......................   174
   No Solicitation..................   174
   The Stockholder Agreement with         
   American Water Works Company.....   174
Deutsche Telekom's Agreement with         
Joint Venture Partners of                 
Powertel............................   175
   Agreement with Eliska Wireless         
   Investors I, L.P.................   175
   Agreement with Sonera Holding          
   B.V..............................   175
The VoiceStream/Powertel Merger           
Agreement...........................   175
   The VoiceStream/Powertel               
   Merger...........................   175
   Effective Time and Timing of           
   Closing..........................   175
   Consideration To Be Received in        
   the VoiceStream/Powertel               
   Merger...........................   176
   Adjustment of Conversion Number        
   in Connection with the 0.0075          
   Permitted Stock Dividend.........   178
   Treatment of Powertel Warrants...   178
   Exchange of Certificates               
   Representing Powertel Shares.....   178
   Treatment of Powertel Options and      
   Restricted Stock.................   179

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     Dissenting Shares................   179
     Representations and Warranties...   179
     Conduct of Business Pending the        
     VoiceStream/Powertel Merger......   180
     Offers for Alternative                 
     Transactions.....................   183
     Powertel Board of Directors'           
     Recommendation...................   184
     Additional Agreements............   184
     Senior Discount Notes and Senior       
     Notes............................   185
     Efforts to Complete the                
     VoiceStream/Powertel Merger......   185
     Indemnification and Insurance....   185
     Employee Benefits................   185
     Closing Conditions...............   186
     Termination and Termination            
     Fee..............................   189
     Expenses.........................   190
     Amendment; Waiver; Assignment....   191
     Important Definitions............   191
     Amendment and Restatement........   191
  VoiceStream's Agreements with             
  Stockholders of Powertel............   191
     Agreement to Vote................   192
     Transfer Restrictions............   192
     Termination......................   193
     No Solicitation..................   193
  Powertel's Agreements with                
  Stockholders of VoiceStream.........   193
     Agreement to Vote................   193
     Transfer Restrictions............   193
     Agreement to Elect a Powertel          
     Nominee to the VoiceStream Board       
     of Directors.....................   194
     Termination......................   194
     The Letter Agreement with              
     Telephone & Data Systems, Inc....   194
Exchange Rates........................   195
Market Price and Dividend Data........   196
  Market Prices.......................   196
  Dividend Data.......................   199

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Description of Deutsche Telekom             
Ordinary Shares.......................   201
  Share Capital.......................   201
  Repurchase of Shares................   203
  Voting Rights and Shareholders            
  Meetings............................   204
  Dividends and Other Distributions...   205
  Record Dates........................   205
  Preemptive Rights...................   205
  Liquidation Rights..................   206
  Notification Requirements...........   206
  German Foreign Exchange Controls....   206
  Inspection of Share Register........   206
Description of Deutsche Telekom             
American Depositary Shares............   207
  Information About Deutsche Telekom        
  ADSs................................   207
  Dividends and Distributions.........   208
  Changes Affecting Shares............   210
  Issuance of Deutsche Telekom ADSs         
  upon Deposit of Deutsche Telekom          
  Ordinary Shares.....................   210
  Withdrawal of Deutsche Telekom            
  Ordinary Shares upon Cancellation of      
  Deutsche Telekom ADSs...............   211
  Voting Rights.......................   211
  Fees and Charges....................   212
  Notification Requirements...........   212
  Amendments and Termination..........   212
  Books of Depositary.................   213
  Limitations on Obligations and            
  Liabilities.........................   213
  Pre-Release Transactions............   214
  Taxes...............................   214
  Foreign Currency Conversion.........   214
Comparison of Rights of VoiceStream         
and Powertel Stockholders and Deutsche      
Telekom Shareholders..................   216
  Voting Rights.......................   216
  Action by Written Consent...........   217
  Stockholder Proposals and                 
  Stockholder Nominations of                
  Directors...........................   218
  Sources and Payment of Dividends....   219
  Rights of Purchase and Redemption...   220

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  Meetings of Shareholders............   221
  Appraisal Rights....................   223
  Preemptive Rights...................   224
  Amendment of Governing                    
  Organizational Instruments..........   224
  Preferred Shares....................   226
  Outstanding Preferred Stock.........   227
  Stock Class Rights..................   230
  Stockholders' Votes on Certain            
  Transactions........................   230
  Rights of Inspection................   231
  Duties of Directors.................   231
  Standard of Conduct for Directors...   232
  Number and Term of Directors........   233
  Classification of the Board.........   233
  Removal of Directors................   234
  Vacancies on the Board of                 
  Directors...........................   235
  Liability of Directors and                
  Officers............................   236
  Indemnification of Directors and          
  Officers............................   237
  Conflict-of-Interest Transactions...   239
  Loans to Directors..................   239
  Stockholder Suits...................   239
  Provisions Relating to Share              
  Acquisitions........................   240
  Takeover Related Provisions.........   242
  Disclosure of Interests.............   242
  Limitation on Enforceability of           
  Civil Liabilities Under U.S. Federal      
  Securities Laws.....................   243
  Proxy Statements and Reports........   244
  Reporting Requirements..............   245
Deutsche Telekom Following the              
Deutsche Telekom/VoiceStream Merger         
and the Deutsche Telekom/Powertel           
Merger................................   247
  Business and Operations.............   247
  Management Board and Supervisory          
  Board...............................   248
     General..........................   248

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     Management Board of Deutsche           
     Telekom..........................   248
     Members of the Management Board        
     of Deutsche Telekom..............   249
     Management Board Compensation and      
     Share Ownership..................   250
     Supervisory Board of Deutsche          
     Telekom..........................   250
     Members of the Supervisory Board       
     of Deutsche Telekom..............   251
     Supervisory Board Compensation         
     and Share Ownership..............   252
VoiceStream Following the VoiceStream/      
Powertel Merger.......................   253
  Business and Operations.............   253
  Officers and Directors..............   253
Ownership of Capital Stock of               
VoiceStream and Powertel..............   254
  Beneficial Ownership of VoiceStream       
  Common Shares.......................   254
  Beneficial Ownership of Powertel          
  Common Shares.......................   258
Fees and Expenses.....................   261
Listing of Securities.................   261
  Deutsche Telekom ADSs and Deutsche        
  Telekom Ordinary Shares.............   261
  VoiceStream Common Shares...........   261
Validity of Securities................   262
Experts...............................   262
Stockholder Proposals for the 2001          
Annual Meeting of VoiceStream               
Stockholders..........................   263
Stockholder Proposals for the 2001          
Annual Meeting of Powertel                  
Stockholders..........................   263
Deutsche Telekom Unaudited Pro Forma        
Condensed Combined Financial                
Statements............................   264
VoiceStream Unaudited Pro Forma             
Condensed Combined Financial                
Statements............................   294

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                                                                [Download Table]
                                                                              
Annex A --   Agreement and Plan of Merger dated July 23, 2000, as amended     
             and restated as of February 8, 2001, among Deutsche Telekom      
             AG, VoiceStream Wireless Corporation and a Delaware              
             corporation formed by Deutsche Telekom AG...................  A-I
Annex B --   Agreement and Plan of Merger dated August 26, 2000, as           
             amended and restated as of February 8, 2001, among Deutsche      
             Telekom AG, Powertel, Inc. and a Delaware corporation formed     
             by Deutsche Telekom AG......................................  B-I
Annex C --   Agreement and Plan of Reorganization dated August 26, 2000,      
             as amended and restated on February 8, 2001, among               
             VoiceStream Wireless Corporation, Powertel, Inc. and a           
             wholly-owned subsidiary of VoiceStream Wireless                  
             Corporation.................................................  C-I
Annex D --   Opinion of Goldman, Sachs & Co. delivered in connection with     
             the Deutsche Telekom/VoiceStream merger.....................  D-1
Annex E --   Opinion of Goldman, Sachs & Co. delivered in connection with     
             the VoiceStream/Powertel merger.............................  E-1
Annex F --   Opinion of Morgan Stanley & Co. Incorporated delivered in        
             connection with the Deutsche Telekom/Powertel merger and the     
             VoiceStream/Powertel merger.................................  F-1
Annex G --   Section 262 of the General Corporation Law of the State of       
             Delaware....................................................  G-1

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QUESTIONS AND ANSWERS ABOUT THE MERGERS 

Q. WHAT TRANSACTIONS ARE BEING PROPOSED?                                        

A. Deutsche Telekom is proposing to acquire both VoiceStream and Powertel in    
  separate merger transactions in which each of these companies would become a
wholly-owned subsidiary of Deutsche Telekom.                              

It is expected that these two merger transactions will occur at about the 
   same time, on or shortly after May 31, 2001, which the parties have agreed is
the earliest date that the mergers will be completed. However, Deutsche   
  Telekom will only complete its acquisition of Powertel if it first completes
its acquisition of VoiceStream. If the merger between Deutsche Telekom and
VoiceStream is not completed, then VoiceStream is proposing to acquire    
  Powertel in an alternative merger transaction in which Powertel would become
a wholly-owned subsidiary of VoiceStream.                                 

Q. WHY IS DEUTSCHE TELEKOM PROPOSING TO ACQUIRE VOICESTREAM AND POWERTEL?       

A. The management and supervisory boards of Deutsche Telekom and the boards of  
   directors of each of VoiceStream and Powertel believe that the combination of
their three companies will create a company well positioned to provide    
current and next-generation wireless voice and data services on a global  
basis over a common technology platform. They also believe the combined   
company will:                                                             

   - benefit U.S. consumers by creating a stronger and more competitive national
wireless operator;                                                    

- be able to accelerate the introduction of next-generation wireless voice
 and data services, such as mobile Internet and multimedia applications;

- offer seamless global services over a common technology platform, and   
provide customer-friendly features, such as global roaming, certified 
billing and worldwide customer service; and                           

   - have the necessary capital resources, technology expertise and global reach
to provide cost-competitive service.                                  

Q. WHY IS VOICESTREAM PROPOSING TO ACQUIRE POWERTEL IF VOICESTREAM IS NOT       
ACQUIRED BY DEUTSCHE TELEKOM?                                             

A. VoiceStream believes that if the merger transaction with Deutsche Telekom is 
terminated for any reason, then the acquisition of Powertel will make     
  VoiceStream a more competitive national wireless telecommunications company.
Powertel operates in 12 southeastern states of the United States in areas 
   where VoiceStream generally does not operate, and Powertel's network is based
  on the same global system for mobile communications wireless technology that
 VoiceStream uses, which in this document we refer to as "GSM". As a result,
the addition of Powertel will:                                            

- fill a significant gap in VoiceStream's U.S. coverage; and              

- create opportunities to improve VoiceStream's competitive position by   
providing customers with seamless services over a common technology   
platform on a nationwide basis.                                       

Q. WHAT AM I BEING ASKED TO VOTE ON?                                            

A. If you are a VOICESTREAM stockholder, you are being asked to consider and    
   vote on separate proposals to approve the Deutsche Telekom/VoiceStream merger
and the VoiceStream/Powertel merger.                                      

 If you are a POWERTEL stockholder, you are being asked to consider and vote
   on separate proposals to approve the Deutsche Telekom/Powertel merger and the
VoiceStream/Powertel merger.                                              

The VoiceStream/Powertel merger can occur only if the Deutsche            
  Telekom/VoiceStream merger is not completed and the merger agreement between
Deutsche Telekom and VoiceStream is terminated.                           

Q. HOW DO I VOTE?                                                               

A. You may choose one of the following ways to cast your vote:                  

  - by completing the accompanying proxy card and returning it in the enclosed
postage-paid envelope; or                                             

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- by appearing and voting in person at the VoiceStream special meeting, if
   you are a VoiceStream stockholder, or at the Powertel special meeting, if
you are a Powertel stockholder.                                       

If your shares are held in "street name", which means that your shares are
  held in the name of a bank, broker or other financial institution instead of
  in your own name, you must either direct the financial institution as to how
  to vote your shares or obtain a proxy from the financial institution to vote
at your special meeting.                                                  

Q. MAY I CHANGE MY VOTE?                                                        

A. Yes. You may revoke your proxy or change your vote:                          

   - if you are a VoiceStream stockholder, by submitting a written revocation to
the                                                                   
Secretary of VoiceStream Wireless Corporation,                        
12920 SE 38th Street                                                  
Bellevue, Washington 98006;                                           

- if you are a Powertel stockholder, by submitting a written revocation to
the                                                                   
Secretary of Powertel, Inc.,                                          
1239 O.G. Skinner Drive                                               
West Point, Georgia 31833;                                            

  - by properly submitting a new proxy to VoiceStream or Powertel, as the case
may be, dated as of a subsequent date; or                             

- by voting in person at the VoiceStream special meeting or the Powertel  
special meeting, as the case may be.                                  

Q. SHOULD I SEND IN MY SHARE CERTIFICATES NOW?                                  

A. No.                                                                          

VoiceStream Stockholders                                                  

If you are a VoiceStream stockholder, then at least 45 days prior to the  
  expected completion of the Deutsche Telekom/VoiceStream merger, we expect to
  mail to you a form with instructions for making your election of the form of
consideration you prefer to receive and a letter of transmittal for       
 surrendering your VoiceStream share certificates. The procedures for making
   this election are described beginning on page 40 of this document. To make an
election, you will need to deliver the election form, the letter of       
transmittal and your VoiceStream share certificates to the escrow agent   
 before the election deadline that we will announce in the future before the
  expected completion of the Deutsche Telekom/VoiceStream merger. Stockholders
  who fail to complete the election form in a timely fashion will be deemed to
have made the mixed election.                                             

Powertel Stockholders                                                     

 If you are a Powertel stockholder, then after Deutsche Telekom and Powertel
complete the Deutsche Telekom/Powertel merger or VoiceStream and Powertel 
complete the VoiceStream/Powertel merger, as the case may be, you will be 
sent instructions explaining how to exchange your Powertel share          
certificates.                                                             

Q. WHOM SHOULD I CALL IF I HAVE QUESTIONS?                                      

A. If you have any questions about the mergers or how to submit your proxy, or  
if you need additional copies of this proxy statement/prospectus or the   
enclosed proxy card or voting instructions, you should contact:           

    [MACKENZIE LOGO]

    156 Fifth Avenue

    New York, New York 10010

   call toll-free: (800) 322-2885 or

    call collect: (212) 929-5500

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SUMMARY 

This summary highlights selected information from this proxy          
statement/prospectus. It does not contain all of the information that is        
important to you. You should read carefully the entire proxy                    
statement/prospectus and the additional documents referred to in this proxy     
statement/prospectus to fully understand the mergers.                           

THE COMPANIES (SEE PAGE 36)                                                     

                                                        [Enlarge/Download Table]
                                                                                          
DEUTSCHE TELEKOM AG             VOICESTREAM WIRELESS           POWERTEL, INC.             
Friedrich-Ebert-Allee 140       CORPORATION                    1239 O.G. Skinner Drive    
53113 Bonn                      12920 SE 38th Street,          West Point, Georgia 31833  
Germany                         Bellevue, Washington 98006     (706) 645-2000             
(011 49) 228-181-88880          (425) 378-4000                                            
Deutsche Telekom is Europe's    VoiceStream is a national      Powertel is a wireless     
largest telecommunications      provider in the United States  telecommunications services
company and one of the largest  of personal communications     company operating in the   
telecommunications carriers     services using the GSM         southeastern United States 
worldwide based on 1999         wireless technology.           using the GSM wireless     
revenues.                                                      technology.                

THE MERGERS (SEE PAGES 46 AND 69)                                               

  The terms and conditions of the Deutsche Telekom/VoiceStream merger, the
Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger are        
contained in three separate merger agreements, which are attached as Annexes A, 
B and C to this document. We encourage you to read these merger agreements      
carefully as they are the legal documents that govern the respective merger     
transactions.                                                                   

WHAT HOLDERS OF VOICESTREAM COMMON SHARES WILL RECEIVE IN THE DEUTSCHE TELEKOM/ 
VOICESTREAM MERGER (SEE PAGE 126)                                               

   The basic consideration in the Deutsche Telekom/VoiceStream merger is $30
in cash and 3.2 Deutsche Telekom shares for each VoiceStream common share       
outstanding at the completion of the Deutsche Telekom/VoiceStream merger, and   
each VoiceStream stockholder is entitled to elect to receive this basic mix.    
VoiceStream stockholders may also elect to receive instead more cash and fewer  
Deutsche Telekom shares, or more Deutsche Telekom shares and less cash, by      
making a "cash" election or a "stock" election. AS EXPLAINED BELOW, HOWEVER, THE
CASH AND STOCK ELECTIONS ARE SUBJECT TO PRORATION TO PRESERVE AN OVERALL MIX OF 
$30 IN CASH AND 3.2 DEUTSCHE TELEKOM SHARES FOR ALL OF THE OUTSTANDING          
VOICESTREAM COMMON SHARES TAKEN TOGETHER, AND ALL THREE ELECTIONS ALSO ARE      
SUBJECT TO A TAX-RELATED ADJUSTMENT IN SOME CIRCUMSTANCES. AS A RESULT, UNDER   
ANY OF THE ELECTIONS YOU MAY RECEIVE LESS CASH AND MORE STOCK, OR LESS STOCK AND
MORE CASH, THAN YOU HAVE ELECTED. VoiceStream stockholders who fail to make an  
election will be deemed to have made the mixed election.                        

                                                        [Enlarge/Download Table]

                                                                    CONSIDERATION TO BE RECEIVED PER        
                                                                        VOICESTREAM COMMON SHARE            
TYPE OF ELECTION                                            (BEFORE PRORATION AND/OR TAX-RELATED ADJUSTMENT)
----------------                                            ------------------------------------------------
                                                                                                            
- Mixed.................................................... -$30 in cash and 3.2 Deutsche Telekom shares    
- Stock.................................................... - 3.7647 Deutsche Telekom shares                
- Cash..................................................... - $200 in cash                                  

Important note:  Unless the price of Deutsche Telekom shares appreciates        
substantially between the date of this document and the election deadline, it is
expected that the cash election will be subject to proration that will result in
the receipt of Deutsche Telekom shares and significantly less cash by           
VoiceStream stockholders making the cash election. HOWEVER, STOCKHOLDERS MAKING 
THE CASH ELECTION WILL RECEIVE AT                                               

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LEAST AS MUCH CASH AS THEY WOULD HAVE RECEIVED BY MAKING THE MIXED ELECTION, AND
STOCKHOLDERS SEEKING TO MAXIMIZE THE AMOUNT OF CASH THEY RECEIVE SHOULD MAKE THE
CASH ELECTION.                                                                  

     The following table illustrates, for each type of election, the approximate
total value that you would receive for each of your VoiceStream common shares   
assuming various prices of Deutsche Telekom ordinary shares at the time the     
merger is completed. The potential values indicated for each election are       
illustrative only and will vary at the time of the completion of the Deutsche   
Telekom/VoiceStream merger based upon a number of factors, including whether    
that election is prorated, which is likely in the case of the cash election, any
tax-related adjustment, as described below, and whether any VoiceStream         
stockholders exercise dissenters' rights. The last sale price of Deutsche       
Telekom ordinary shares on the Frankfurt Stock Exchange on February 7, 2001 was 
euro 33.02 (equivalent to $30.81 based on an exchange rate of one euro per      
0.9331 of a US dollar). You are urged to obtain a current market quotation for  
the Deutsche Telekom ADSs and Deutsche Telekom ordinary shares.                 

                                                                [Download Table]

  PRICE PER                                             VALUE OF       
   DEUTSCHE                                         CASH ELECTION***   
   TELEKOM                          VALUE OF      ---------------------
ORDINARY SHARE      VALUE OF          STOCK        MAXIMUM       NO    
 (IN DOLLARS)    MIXED ELECTION    ELECTION**     PRORATION   PRORATION
--------------   --------------   -------------   ---------   ---------
                                                                       
   $25.00*          $107.84          $ 94.12       $107.84     $185.64 
    30.00*           125.87          112.94         125.87      199.18 
    30.81*           128.69          115.99         128.69      200.72 
    35.00*           142.07          131.76         142.07      200.53 
    40.00*           158.04          150.59         158.04      200.31 
    45.00*           174.00          169.41         174.00      200.09 
     50.00           190.00          188.24         190.00      200.00 
     55.00           206.00       206.00-207.60     200.00      200.00 

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

*Based on the number of VoiceStream common shares outstanding on February 7,
2001 and the exchange rate on that date of one euro per 0.9331 of a U.S.  
 dollar, the tax-related adjustment described below would have been required
  at these Deutsche Telekom ordinary share prices. The values indicated in the
 table at these Deutsche Telekom ordinary share prices reflect the effect of
 the tax-related adjustment assuming the number of VoiceStream common shares
outstanding and the euro/dollar exchange rate remained unchanged at the   
  completion of the Deutsche Telekom/ VoiceStream merger, and assuming that no
VoiceStream stockholders exercise dissenters' rights, which may not be the
case. Based on a number of factors described below, the tax-related       
adjustment also could be triggered at higher prices per Deutsche Telekom  
ordinary share.                                                           

**Range indicates maximum and minimum values depending on extent of proration.
  Where no range is shown in this column, it is because the relative values of
   the cash and stock elections make proration of the stock election unlikely at
the applicable Deutsche Telekom share price.                              

***Maximum proration of the cash election would occur if no stockholders make   
  the stock election. No proration is expected to occur where the value of the
stock election is higher than the value of the cash election. If both cash
  elections and stock elections are made, the value of the cash election would
be within the range between the "maximum proration" amount and the "no    
proration" amount and would depend upon the aggregate number of shares    
subject to each election.                                                 

EXPLANATION OF PRORATION                                                    

 The total number of Deutsche Telekom shares that will be issued and the
total amount of cash that will be paid to VoiceStream stockholders in the       
Deutsche Telekom/VoiceStream merger is 3.2 Deutsche Telekom shares and $30,     
respectively, times the total number of VoiceStream common shares outstanding   
immediately prior to completion of the merger. The stock and cash elections are 
subject to proration to preserve an overall mix of $30 in cash and 3.2 Deutsche 
Telekom shares for all of the outstanding VoiceStream common shares taken       
together. Therefore, unless the number of stock elections is significantly      
greater than the number of cash elections, VoiceStream stockholders making the  
cash election                                                                   

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will not receive $200 in cash, but instead will receive a mix of cash and stock 
calculated to preserve the overall cash and stock mix described above, after    
taking into account all of the elections made by all of the VoiceStream         
stockholders. In all cases, the cash election will include at least as much cash
as the mixed election. The formula that will be used to determine the actual    
amount of proration at the completion of the Deutsche Telekom/VoiceStream merger
is described on page 127. Similarly, if the number of stock elections is        
significantly greater than the number of cash elections, VoiceStream            
stockholders making the stock election will not receive 3.7647 Deutsche Telekom 
shares, but instead will receive a mix of cash and stock calculated to preserve 
the overall cash and stock mix described above, after taking into account all of
the elections made by all of the VoiceStream stockholders. In all cases, the    
stock election will include at least as much stock as the mixed election.       

  AS OF THE DATE OF THIS DOCUMENT, THE NON-PRORATED $200 VALUE OF THE CASH
ELECTION IS SUBSTANTIALLY GREATER THAN THE CURRENT VALUE OF THE STOCK AND MIXED 
ELECTIONS. IF THIS REMAINS TRUE AT THE ELECTION DEADLINE, IT IS EXPECTED THAT   
ALL OR NEARLY ALL VOICESTREAM STOCKHOLDERS WILL MAKE THE CASH ELECTION. IF THIS 
OCCURS, STOCKHOLDERS MAKING THE CASH ELECTION WILL RECEIVE A MIX OF CASH AND    
DEUTSCHE TELEKOM SHARES IN A PROPORTION VERY CLOSE TO OR EQUAL TO THE MIXED     
ELECTION.                                                                       

EXPLANATION OF POTENTIAL TAX-RELATED ADJUSTMENT TO MERGER CONSIDERATION     

    In order to preserve tax-free treatment of the receipt of Deutsche Telekom
shares by VoiceStream stockholders for U.S. federal income tax purposes and to  
permit delivery of the requisite tax opinion pursuant to the Deutsche           
Telekom/VoiceStream merger agreement, the aggregate amount of cash paid to all  
VoiceStream stockholders, including dissenters, cannot exceed approximately 17% 
to 18% of the total value of all of the shares and cash delivered by Deutsche   
Telekom to VoiceStream's stockholders. As a result, all three types of elections
are subject to an adjustment to reduce the total amount of cash to be received  
in the merger to the extent necessary to preserve this tax-free treatment. If   
the tax-related adjustment were necessary, the amount of cash you would have    
received, after taking into account your election and any proration, will be    
reduced and you will receive additional Deutsche Telekom shares instead. Whether
the tax-related adjustment will be made, and the magnitude of the adjustment, if
made, will be based on a number of factors, including the trading price of      
Deutsche Telekom shares at the time the merger is completed, the number of      
VoiceStream shares outstanding at that time, the euro/dollar exchange rate and  
the number of VoiceStream common shares for which dissenters' rights are        
exercised. The amount of the tax-related adjustment would be determined by      
VoiceStream after consultation with Deutsche Telekom, and may be conservatively 
estimated to facilitate the delivery of the requisite tax opinion at the        
completion of the Deutsche Telekom/VoiceStream merger.                          

     IF THE MERGER HAD CLOSED ON FEBRUARY 7, 2001, AND NO DISSENTERS' RIGHTS HAD
BEEN EXERCISED, WHICH MAY NOT BE THE CASE, THE TAX-RELATED ADJUSTMENT WOULD HAVE
BEEN NECESSARY AND, AS A RESULT, THE AMOUNT OF CASH TO BE PAID TO EACH          
VOICESTREAM STOCKHOLDER RECEIVING CASH IN THE MERGER WOULD HAVE BEEN REDUCED BY 
APPROXIMATELY 29%, WITH ADDITIONAL DEUTSCHE TELEKOM SHARES ISSUED IN            
SUBSTITUTION. The value of the Deutsche Telekom shares issued in substitution   
will depend on the exchange rate between the euro and the dollar at the relevant
time, and upon the trading price of Deutsche Telekom ordinary shares; HOWEVER,  
IF THE DEUTSCHE TELEKOM/VOICESTREAM MERGER HAD CLOSED ON FEBRUARY 7, 2001, THE  
VALUE OF THE DEUTSCHE TELEKOM SHARES ISSUED IN LIEU OF CASH WOULD HAVE BEEN     
APPROXIMATELY 1% MORE THAN THE CASH THEY REPLACED. As a result, if the merger   
had closed on February 7, 2001 and the tax-related adjustment had been made on  
the assumptions described in this paragraph, the mixed election would have been 
adjusted as follows:                                                            

                                                        [Enlarge/Download Table]

                                                             NUMBER                           
                                                             OF DT   AMOUNT       VALUE ON    
MIXED ELECTION                                               SHARES  OF CASH  FEBRUARY 7, 2001
--------------                                               ------  -------  ----------------
                                                                                              
Unadjusted..................................................    3.2  $30.00       $128.59     
Adjusted.................................................... 3.4837  $21.36       $128.69     

If the merger had been completed on February 7, 2001, the cash election, after  
giving effect to expected proration, likely would have consisted of a mix of    
Deutsche Telekom shares and cash very close to the                              

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mixed election. A more detailed explanation of this adjustment, how it would be 
calculated, and how the value of the Deutsche Telekom shares issued in place of 
cash may differ from the value of the cash is provided beginning on page 128.   

ADDITIONAL INFORMATION ABOUT THE DEUTSCHE TELEKOM/VOICESTREAM MERGER          
CONSIDERATION                                                                 

     We expect that the Deutsche Telekom/VoiceStream merger will be completed on
or shortly after May 31, 2001, subject to the receipt of all necessary          
regulatory approvals. Before the completion of the Deutsche Telekom/VoiceStream 
merger, VoiceStream expects to declare a stock dividend of 0.0075 of a          
VoiceStream common share for each VoiceStream common share outstanding. This    
stock dividend will have the effect of increasing by 0.75% the number of shares 
owned by VoiceStream stockholders, and, accordingly, the aggregate amount of    
cash and Deutsche Telekom shares to be received by VoiceStream stockholders in  
the Deutsche Telekom/VoiceStream merger.                                        

We estimate that, in the Deutsche Telekom/VoiceStream merger, Deutsche
Telekom will pay approximately $5.4 billion in cash and issue approximately     
880.7 million Deutsche Telekom shares to VoiceStream stockholders, based on the 
price of Deutsche Telekom shares and the exchange rate as of February 7, 2001   
and the other factors affecting the tax-related adjustment. Those Deutsche      
Telekom shares will represent approximately 22.5% of the equity of Deutsche     
Telekom after the Deutsche Telekom/ VoiceStream merger and approximately 21.7%  
of the equity of Deutsche Telekom after both the Deutsche Telekom/VoiceStream   
and Deutsche Telekom/Powertel mergers. If circumstances change and the tax-     
related adjustment becomes unnecessary, we estimate that Deutsche Telekom would 
pay approximately $7.6 billion in cash and issue approximately 808.9 million    
Deutsche Telekom shares to VoiceStream stockholders in the Deutsche             
Telekom/VoiceStream merger. Those Deutsche Telekom shares would represent       
approximately 21.1% of the equity of Deutsche Telekom after the Deutsche        
Telekom/ VoiceStream merger and approximately 20.4% of the equity of Deutsche   
Telekom after both the Deutsche Telekom/VoiceStream and Deutsche                
Telekom/Powertel mergers.                                                       

In addition, as a result of the Deutsche Telekom/VoiceStream merger,  
Deutsche Telekom will assume approximately $5.0 billion of long-term debt based 
on the total amount of VoiceStream long-term debt outstanding as of September   
30, 2000, and an additional $1.2 billion of long-term debt if the Deutsche      
Telekom/Powertel merger is completed based on the total amount of Powertel      
long-term debt outstanding as of September 30, 2000. The pro forma ownership of 
VoiceStream common stockholders in Deutsche Telekom described above is          
illustrative only and will vary as of the time of completion of the Deutsche    
Telekom/VoiceStream merger.                                                     

WHAT HOLDERS OF POWERTEL COMMON SHARES AND HOLDERS OF POWERTEL PREFERRED SHARES 
WILL RECEIVE IN THE DEUTSCHE TELEKOM/POWERTEL MERGER OR THE VOICESTREAM/POWERTEL
MERGER (SEE PAGES 154 AND 176)                                                  

DEUTSCHE TELEKOM/POWERTEL MERGER                                            

   In the Deutsche Telekom/Powertel merger, holders of Powertel shares would
have the right to receive a number of Deutsche Telekom shares determined as     
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                             NUMBER OF DEUTSCHE TELEKOM  
TYPE OF POWERTEL SHARE                                     SHARES FOR EACH POWERTEL SHARE
----------------------                                     ------------------------------
                                                                                         
Common share*.............................................              2.6353           
Series A preferred share..................................            121.9294**         
Series B preferred share..................................            121.9294**         
Series D preferred share..................................             93.0106**         
Series E preferred share..................................            179.5979**         
Series F preferred share..................................            179.5979**         

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

* Includes dividends payable in common shares on the Series E and Series F    
preferred shares.                                                         

**Before adjustment.                                                            

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    The following table illustrates the total value that you would receive for
each Powertel share at various hypothetical prices of Deutsche Telekom ordinary 
shares.                                                                         

                                                                [Download Table]

  PRICE PER                                                                        
   DEUTSCHE                                                                        
   TELEKOM                    VALUE RECEIVED PER SHARE OF POWERTEL**               
ORDINARY SHARE  -------------------------------------------------------------------
(IN DOLLARS)*   COMMON    SERIES A    SERIES B    SERIES D    SERIES E    SERIES F 
--------------  -------   ---------   ---------   ---------   ---------   ---------
                                                                                   
     $25        $ 65.88   $3,048.24   $3,048.24   $2,325.27   $4,489.95   $4,489.95
      30          79.06    3,657.88    3,657.88    2,790.32    5,387.94    5,387.94
      35          92.24    4,267.53    4,267.53    3,255.71    6,285.93    6,285.93
      40         105.41    4,877.18    4,877.18    3,720.42    7,183.92    7,183.92
      45         118.59    5,486.82    5,486.82    4,185.48    8,081.91    8,081.91
      50         131.77    6,096.47    6,096.47    4,650.53    8,979.90    8,979.90
      55         144.94    6,706.12    6,706.12    5,115.58    9,877.88    9,877.88

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

* Based on an exchange rate of one euro to 0.9331 of a U.S. dollar on February
7, 2001.                                                                  

**Before adjustment.                                                            

  The last sale price of Deutsche Telekom ordinary shares on the Frankfurt
Stock Exchange on February 7, 2001 was 33.02 euros. You are urged to obtain a   
current market quotation for the Deutsche Telekom ADSs and Deutsche Telekom     
ordinary shares.                                                                

     We expect that the Deutsche Telekom/Powertel merger will be completed on or
shortly after May 31, 2001, subject to the receipt of all necessary regulatory  
approvals. Before the completion of the Deutsche Telekom/Powertel merger,       
Powertel expects to declare a stock dividend of 0.0075 of a Powertel common     
share for each Powertel common share outstanding. The exchange ratios of the    
Powertel preferred shares will adjust upward to reflect the payment of this     
dividend. The stock dividend and the upward adjustments to the exchange ratios  
of the Powertel preferred stock will have the effect of increasing by 0.75% the 
number of shares owned by Powertel stockholders, and, accordingly, the aggregate
amount of Deutsche Telekom shares to be received by Powertel stockholders in the
Deutsche Telekom/Powertel merger.                                               

The number of Deutsche Telekom shares that Powertel stockholders will 
receive in the Deutsche Telekom/Powertel merger is subject to adjustments in    
circumstances explained in greater detail beginning on page 155.                

     We estimate that, in the Deutsche Telekom/Powertel merger, Deutsche Telekom
will issue approximately 136 million Deutsche Telekom shares to Powertel        
stockholders. Those shares will represent approximately 3% of the equity of     
Deutsche Telekom after the Deutsche Telekom/Powertel merger and the Deutsche    
Telekom/VoiceStream merger, based on the estimated number of Deutsche Telekom   
shares to be issued to the VoiceStream and Powertel stockholders.               

The number of Deutsche Telekom shares that Powertel stockholders will 
receive in the Deutsche Telekom/Powertel merger and the pro forma ownership of  
the Powertel stockholders in Deutsche Telekom described above are illustrative  
only and will vary as of the time of completion of the Deutsche Telekom/        
Powertel merger.                                                                

FORM OF DEUTSCHE TELEKOM SHARES (SEE PAGES 201 AND 207)                     

     If you are a VoiceStream or Powertel stockholder, you will receive Deutsche
Telekom shares in the form of Deutsche Telekom ADSs, which are traded on the    
NYSE under the symbol "DT", or, if you elect, Deutsche Telekom ordinary shares, 
which are traded principally on the Frankfurt Stock Exchange under the symbol   
"DTE".                                                                          

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VOICESTREAM/POWERTEL MERGER                                                 

If the VoiceStream/Powertel merger occurs, holders of Powertel common 
shares will receive VoiceStream common shares at a conversion number, subject to
adjustments as explained below, ranging from 0.65 to 0.75 per Powertel common   
share, depending on the closing price of VoiceStream common shares on 10 trading
days randomly selected from the 20 trading-day period ending five trading days  
before the completion of the VoiceStream/Powertel merger. The conversion number 
will be 0.65 if the average closing price of VoiceStream common shares is       
$130.77 or above and 0.75 if the average closing price of VoiceStream common    
shares is $113.33 or below. If the average closing price of VoiceStream common  
shares is greater than $113.33 and less than $130.77, the conversion number will
be the quotient determined by dividing $85.00 by the average closing price of   
VoiceStream common shares. Holders of Powertel preferred shares will receive    
VoiceStream common shares using the same conversion number, treating each       
preferred share on an as-converted-to common shares basis. Each Powertel share  
will receive VoiceStream common shares as follows, subject to adjustments as    
explained below:                                                                

AVERAGE PRICE OF VOICESTREAM COMMON SHARE BETWEEN $113.33 AND $130.77       

                                                                [Download Table]

                                                           VALUE IN VOICESTREAM
TYPE OF POWERTEL SHARE                                        COMMON SHARES    
----------------------                                     --------------------
                                                                               
Common*..................................................          $85.00      
Series A preferred.......................................       $3,932.76      
Series B preferred.......................................       $3,932.76      
Series D preferred.......................................       $3,000.00      
Series E preferred.......................................       $5,792.82      
Series F preferred.......................................       $5,792.82      

---------------                                                                 
* Includes dividends payable in common shares on the Series E and Series F      
preferred shares.                                                           

AVERAGE PRICE OF VOICESTREAM COMMON SHARE $130.77 AND ABOVE                 

                                                                [Download Table]

                                                         NUMBER OF VOICESTREAM
TYPE OF POWERTEL SHARE                                       COMMON SHARES    
----------------------                                   ---------------------
                                                                              
Common*................................................           0.65        
Series A preferred.....................................          30.07        
Series B preferred.....................................          30.07        
Series D preferred.....................................          22.94        
Series E preferred.....................................          44.30        
Series F preferred.....................................          44.30        

---------------                                                                 
* Includes dividends payable in common shares on the Series E and Series F      
preferred shares.                                                           

AVERAGE PRICE OF VOICESTREAM COMMON SHARE $113.33 AND BELOW                 

                                                                [Download Table]

                                                         NUMBER OF VOICESTREAM
TYPE OF POWERTEL SHARE                                       COMMON SHARES    
----------------------                                   ---------------------
                                                                              
Common*................................................           0.75        
Series A preferred.....................................          34.70        
Series B preferred.....................................          34.70        
Series D preferred.....................................          26.47        
Series E preferred.....................................          51.11        
Series F preferred.....................................          51.11        

---------------                                                                 
* Includes dividends payable in common shares on the Series E and Series F      
preferred shares.                                                           

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    The following table illustrates the total value that you would receive for
each Powertel share at various hypothetical prices of VoiceStream common shares,
subject to adjustments as explained below.                                      

                                                                [Download Table]

 PRICE PER                   VALUE RECEIVED PER SHARE OF POWERTEL                
VOICESTREAM   -------------------------------------------------------------------
COMMON SHARE  COMMON    SERIES A    SERIES B    SERIES D    SERIES E    SERIES F 
------------  -------   ---------   ---------   ---------   ---------   ---------
                                                                                 
    $100      $75.00    $3,470.00   $3,470.00   $2,647.00   $5,111.00   $5,111.00
     110       82.50     3,817.00    3,817.00    2,911.70    5,622.10    5,622.10
     120       85.00     3,932.76    3,932.76    3,000.00    5,792.82    5,792.82
     130       85.00     3,932.76    3,932.76    3,000.00    5,792.82    5,792.82
     140       91.00     4,209.80    4,209.80    3,211.60    6,202.00    6,202.00
     150       97.50     4,510.50    4,510.50    3,441.00    6,645.00    6,645.00

  In the event VoiceStream pays a stock dividend on the VoiceStream common
shares and/or Powertel pays a stock dividend on the Powertel common shares prior
to the completion of the VoiceStream/ Powertel merger, the payment of either of 
these stock dividends will not affect the aggregate merger consideration to be  
received by the Powertel stockholders in the VoiceStream/Powertel merger.       

    In addition, the consideration to be received by the Powertel stockholders
in the VoiceStream/ Powertel merger is subject to a downward pro rata adjustment
if the aggregate number of Powertel common shares outstanding as of the         
completion of the VoiceStream/Powertel merger on a fully diluted basis, an      
amount we call the "adjusted fully diluted shares amount", exceeds 55,742,000,  
exclusive of certain permitted dividends. In the event of such an adjustment,   
Powertel stockholders will receive fewer VoiceStream common shares for each     
Powertel share they own. The adjustment procedures are described in greater     
detail under "Summary of Deutsche Telekom/Powertel and VoiceStream/Powertel     
Transaction Documents -- The VoiceStream/Powertel Merger                        
Agreement -- Consideration To Be Received in the VoiceStream/Powertel Merger."  

  The last sale price of VoiceStream common shares on February 7, 2001 was
$118.81. You are urged to obtain a current market quotation for the VoiceStream 
common shares.                                                                  

    We estimate that in the VoiceStream/Powertel merger VoiceStream will issue
approximately 38.4 million VoiceStream common shares to Powertel stockholders,  
subject to adjustment. Those VoiceStream common shares will represent           
approximately 11.5% of the equity of VoiceStream after the VoiceStream/Powertel 
merger. In addition, as a result of the VoiceStream/Powertel merger, VoiceStream
will assume approximately $1.2 billion of long-term debt based on the total     
amount of Powertel long-term debt outstanding as of September 30, 2000.         

 The number of VoiceStream common shares that Powertel stockholders will
receive in the VoiceStream/Powertel merger and the pro forma ownership of       
Powertel stockholders in VoiceStream described above are illustrative only and  
will vary as of the time of completion of the VoiceStream/ Powertel merger.     

APPRAISAL RIGHTS                                                                

DEUTSCHE TELEKOM/VOICESTREAM MERGER (SEE PAGE 67)                           

   Delaware law entitles the record holders of VoiceStream common shares and
VoiceStream voting preferred shares who follow the procedures specified in      
Section 262 of the Delaware General Corporation Law to have their VoiceStream   
shares appraised by the Delaware Court of Chancery and to receive, in place of  
the merger consideration, the "fair value" of their VoiceStream shares as of the
completion of the Deutsche Telekom/VoiceStream merger, as may be determined by  
the court. In order to exercise these rights, a VoiceStream stockholder must    
demand and perfect its rights in accordance with Section 262. A copy of Section 
262 is attached to this document as Annex G.                                    

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DEUTSCHE TELEKOM/POWERTEL MERGER AND VOICESTREAM/POWERTEL MERGER (SEE PAGE 98)

    Delaware law does not entitle the record holders of Powertel common shares
to have their shares appraised in either merger.                                

Holders of Powertel preferred shares would have appraisal rights under
Delaware law with respect to the Deutsche Telekom/Powertel and                  
VoiceStream/Powertel mergers, except that all holders of Powertel preferred     
shares have agreed to waive their appraisal rights and to vote their shares in  
favor of each of these mergers.                                                 

U.S. FEDERAL TAX CONSEQUENCES                                                   

DEUTSCHE TELEKOM/VOICESTREAM MERGER (SEE PAGE 111)                            

  If the Deutsche Telekom/VoiceStream merger is completed as contemplated,
for U.S. federal income tax purposes, if you are a U.S. holder of VoiceStream   
common shares and:                                                              

- you receive only Deutsche Telekom ADSs or Deutsche Telekom ordinary 
shares, you will generally recognize neither gain nor loss;         

- you receive both cash and either Deutsche Telekom ADSs or Deutsche  
      Telekom ordinary shares, you will generally not recognize any loss and you
  will generally recognize gain in an amount not exceeding the amount of
cash received;                                                      

- you receive only cash, you will generally recognize gain or loss.   

VoiceStream has received opinions from Jones, Day, Reavis & Pogue and Wachtell, 
Lipton, Rosen & Katz, dated as of the effective date of this proxy              
statement/prospectus, as to the material U.S. federal income tax consequences of
the Deutsche Telekom/VoiceStream merger, as described under "U.S. Federal and   
German Tax Consequences -- U.S. Federal Income Tax Consequences of the Deutsche 
Telekom/VoiceStream Merger to U.S. Holders of VoiceStream Common Shares."       

DEUTSCHE TELEKOM/POWERTEL MERGER (SEE PAGE 114)                               

   If the Deutsche Telekom/Powertel merger is completed as contemplated, for
U.S. federal income tax purposes, if you are a U.S. holder of Powertel common   
shares:                                                                         

- you will generally not recognize any gain or loss on the receipt of 
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares.          

Powertel has received an opinion from Morris, Manning & Martin, LLP, and        
Deutsche Telekom has received an opinion from Cleary, Gottlieb, Steen &         
Hamilton, each dated as of the effective date of this proxy                     
statement/prospectus, as to the material U.S. federal income tax consequences of
the Deutsche Telekom/Powertel merger, as described under "U.S. Federal and      
German Tax Consequences -- U.S. Federal Income Tax Consequences of the Deutsche 
Telekom/Powertel Merger to U.S. Holders of Powertel Common Shares" and "U.S.    
Federal and German Tax Consequences -- U.S. Federal Income Tax Consequences of  
the Deutsche Telekom/Powertel Merger to U.S. Holders of Powertel Preferred      
Shares."                                                                        

VOICESTREAM/POWERTEL MERGER (SEE PAGE 118)                                    

   If the VoiceStream/Powertel merger is completed as contemplated, for U.S.
federal income tax purposes, if you are a U.S. holder of Powertel common shares:

- you will generally not recognize any gain or loss on the receipt of 
VoiceStream common shares.                                          

Powertel has received an opinion from Morris, Manning & Martin, LLP, and        
VoiceStream has received opinions from Jones, Day, Reavis & Pogue and Preston   
Gates & Ellis LLP, each dated as of the effective date of this proxy            
statement/prospectus, as to the material U.S. federal income tax consequences of
the VoiceStream/Powertel merger, as described under "U.S. Federal and German Tax
Consequences -- U.S. Federal Income Tax Consequences of the VoiceStream/Powertel
Merger to U.S. Holders of Powertel                                              

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Common Shares" and "U.S. Federal and German Tax Consequences -- U.S. Federal    
Income Tax Consequences of the VoiceStream/Powertel Merger to U.S. Holders of   
Powertel Preferred Shares."                                                     

    Tax matters are complex and holders of VoiceStream and Powertel shares are
urged to consult their tax advisors as to the tax consequences to them of the   
mergers.                                                                        

RECOMMENDATION OF THE VOICESTREAM BOARD OF DIRECTORS (SEE PAGE 52)              

 The VoiceStream board of directors determined that each of the Deutsche
Telekom/VoiceStream merger and the VoiceStream/Powertel merger is advisable,    
fair to and in the best interests of VoiceStream and its stockholders, and has  
approved each of the merger agreements. The VoiceStream board of directors      
recommends that VoiceStream stockholders vote "FOR" approval and adoption of the
Deutsche Telekom/VoiceStream merger agreement and "FOR" approval and adoption of
the VoiceStream/Powertel merger agreement at the VoiceStream special meeting.   

RECOMMENDATION OF THE POWERTEL BOARD OF DIRECTORS (SEE PAGE 76)                 

The Powertel board of directors determined that each of the Deutsche  
Telekom/Powertel merger and the VoiceStream/Powertel merger is advisable and in 
the best interests of Powertel and its stockholders, and has approved each of   
the merger agreements. The Powertel board of directors recommends that Powertel 
stockholders vote "FOR" approval and adoption of the Deutsche Telekom/Powertel  
merger agreement and "FOR" approval and adoption of the VoiceStream/Powertel    
merger agreement at the Powertel special meeting.                               

OPINIONS OF FINANCIAL ADVISORS (SEE PAGES 57, 80 AND 87)                        

In connection with each of the Deutsche Telekom/VoiceStream, Deutsche 
Telekom/Powertel and VoiceStream/Powertel mergers, financial advisors of        
VoiceStream or Powertel, as the case may be, each delivered an opinion to the   
effect that, as of the date of that opinion, the consideration to be received by
stockholders of VoiceStream or Powertel, respectively, in the applicable merger 
was fair from a financial point of view to those stockholders.                  

In addition, in connection with the VoiceStream/Powertel merger,      
VoiceStream's financial advisor delivered an opinion that, as of the date of    
that opinion, the conversion number under the VoiceStream/Powertel merger       
agreement was fair from a financial point of view to VoiceStream.               

     These opinions are attached as Annexes D, E and F to this document, and you
are urged to read them carefully.                                               

STOCKHOLDER AGREEMENTS (SEE PAGES 146, 173, 191 AND 193)                        

   VoiceStream and Powertel stockholders who had, in the aggregate and as of
the respective record dates, sufficient voting power to approve the Deutsche    
Telekom/VoiceStream merger or the Deutsche Telekom/Powertel merger, as the case 
may be, and the VoiceStream/Powertel merger, have entered into separate         
stockholder agreements with the acquiring company in the applicable merger and  
have agreed to vote all of their shares in favor of that merger. Accordingly,   
stockholder approval of the three mergers is assured.                           

VOICESTREAM AND POWERTEL OPERATING LOSSES (SEE PAGE 31)                         

 VoiceStream and Powertel have incurred substantial operating losses and
generated negative cash flow. VoiceStream and Powertel expect to incur          
significant operating losses and to generate negative cash flow from operating  
activities during the next several years while they continue to develop and     
construct their systems and grow their subscriber bases. VoiceStream and        
Powertel may not be able to achieve or sustain profitability or positive cash   
flow from operating activities or generate sufficient cash flow to service      
current or future debt requirements.                                            

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COMPARATIVE MARKET PRICE DATA                                                   

DEUTSCHE TELEKOM/VOICESTREAM MERGER                                         

     We present below the per share closing prices for Deutsche Telekom ordinary
shares as quoted on the Frankfurt Stock Exchange and VoiceStream common shares  
as reported on Nasdaq. These prices are presented on the following dates:       

     - July 21, 2000, the last trading day before the public announcement of the
signing of the Deutsche Telekom/VoiceStream merger agreement; and 

     - February 7, 2001, the latest practicable date before the printing of this
document.                                                         

     The table also presents implied equivalent per share values for VoiceStream
common shares by:                                                               

     - multiplying the price per Deutsche Telekom ordinary share, converted into
   U.S. dollars, on each of the two dates by the stock election of 3.7647,
assuming no proration;                                              

     - multiplying the price per Deutsche Telekom ordinary share, converted into
      U.S. dollars, on July 21, 2000 by the mixed election exchange ratio of 3.2
and adding $30;                                                     

     - multiplying the price per Deutsche Telekom ordinary share, converted into
     U.S. dollars, on February 7, 2001 by the mixed election exchange ratio of
  3.4837 and adding $21.36, which reflects the effect of the tax-related
adjustment described on page 128;                                   

- for July 21, 2000, the value of a cash election of $200; and        

- for February 7, 2001, the likely value of a cash election assuming  
 maximum proration and giving effect to the tax-related adjustment, as
described on page 128.                                              

                                                        [Enlarge/Download Table]

                          DEUTSCHE        DEUTSCHE                                                                 
                           TELEKOM         TELEKOM                       IMPLIED         IMPLIED         IMPLIED   
                          ORDINARY        ORDINARY       VOICESTREAM    PER SHARE       PER SHARE       PER SHARE  
                         SHARE PRICE     SHARE PRICE       COMMON        VALUE OF        VALUE OF       VALUE OF   
                         (IN EUROS)   (IN U.S. DOLLARS)  SHARE PRICE  STOCK ELECTION  MIXED ELECTION  CASH ELECTION
                         -----------  -----------------  -----------  --------------  --------------  -------------
                                                                                                                   
July 21, 2000...........    55.27          $51.64          $149.75       $194.41         $195.25         $195.25   
February 7, 2001........    33.02          $30.81          $118.81       $115.99         $128.69         $128.69   

You are urged to obtain current market quotations for Deutsche Telekom ordinary 
shares and VoiceStream common shares before making a decision with respect to   
the Deutsche Telekom/VoiceStream merger.                                        

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DEUTSCHE TELEKOM/POWERTEL MERGER                                            

     We present below the per share closing prices for Deutsche Telekom ordinary
shares as quoted on the Frankfurt Stock Exchange and Powertel common shares as  
reported on Nasdaq. These prices are presented on the following dates:          

   - August 25, 2000, the last trading day before the public announcement of
the signing of the Deutsche Telekom/Powertel merger agreement; and

     - February 7, 2001, the latest practicable date before the printing of this
document.                                                         

  The table also presents implied equivalent per share values for Powertel
common shares by multiplying the price per Deutsche Telekom ordinary share,     
converted into U.S. dollars, on the two dates by the exchange ratio of 2.6353.  

                                                        [Enlarge/Download Table]

                                   DEUTSCHE        DEUTSCHE                             IMPLIED PER SHARE VALUE
                                    TELEKOM         TELEKOM       POWERTEL              OF MERGER CONSIDERATION
                                   ORDINARY        ORDINARY        COMMON                  (DEUTSCHE TELEKOM   
                                  SHARE PRICE     SHARE PRICE      SHARE    CONVERSION      ORDINARY SHARE     
                                  (IN EUROS)   (IN U.S. DOLLARS)   PRICE      NUMBER        PRICE X 2.6353)    
                                  -----------  -----------------  --------  ----------  -----------------------
                                                                                                               
August 25, 2000..................    44.30          $39.98         $86.63     2.6353            $105.36        
February 7, 2001.................    33.02          $30.81         $76.69     2.6353            $ 81.19        

You are urged to obtain current market quotations for Deutsche Telekom ordinary 
shares and Powertel common shares before making a decision with respect to the  
Deutsche Telekom/Powertel merger.                                               

   Powertel preferred shares are not publicly traded and, under the Deutsche
Telekom/Powertel merger agreement, holders of Powertel preferred shares will    
receive Deutsche Telekom shares at a fixed exchange ratio based on an           
as-converted-to common shares basis. This exchange ratio will be adjusted if    
Powertel pays a stock dividend prior to completion of the Deutsche              
Telekom/Powertel merger.                                                        

VOICESTREAM/POWERTEL MERGER                                                 

     We present below the per share closing prices for VoiceStream common shares
and Powertel common shares, each as reported on Nasdaq. These prices are        
presented on the following dates:                                               

   - August 25, 2000, the last trading day before the public announcement of
the signing of the VoiceStream/Powertel merger agreement; and     

     - February 7, 2001, the latest practicable date before the printing of this
document.                                                         

   In addition, the table below presents implied equivalent per share values
for Powertel common shares on the two dates. Powertel preferred shares are not  
publicly traded.                                                                

                                                        [Enlarge/Download Table]

                                                                                        IMPLIED   
                                                                                       PER SHARE  
                                        VOICESTREAM   POWERTEL                         VALUE OF   
                                          COMMON       COMMON                           MERGER    
                                        SHARE PRICE  SHARE PRICE  CONVERSION NUMBER  CONSIDERATION
                                        -----------  -----------  -----------------  -------------
                                                                                                  
August 25, 2000........................   $118.19      $86.63          0.7192           $85.00    
February 7, 2001.......................   $118.81      $76.69          0.7154           $85.00    

You are urged to obtain current market quotations for VoiceStream common shares 
and Powertel common shares before making a decision with respect to the         
VoiceStream/Powertel merger.                                                    

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CURRENCIES AND EXCHANGE RATES                                                   

References in this document to "dollars", "$" or "cents" are to the   
currency of the U.S. and references to "euro" and "EUR" are to the currency of  
the European Union.                                                             

In this document, unless otherwise stated, euros have been translated,
solely for convenience, into U.S. dollars using the noon buying rate in New York
City for cable transfers in euros as certified for customs purposes by the      
Federal Reserve Bank of New York. On February 7, 2001, the latest practicable   
date for which exchange rate information was available before the printing of   
this document, the noon buying rate for the euro was one euro per 0.9331 of a   
U.S. dollar, which, if expressed in Deutsche Marks, would have been equivalent  
to a rate of one DM per 0.477 of a U.S. dollar, translated from euros at the    
official fixed conversion rate. These translations should not be construed as a 
representation that the U.S. dollar amounts actually represent, or could be     
converted into, euros at the rates indicated.                                   

     For a five-year history of relevant exchange rates, see "Exchange Rates" on
page 195.                                                                       

ENFORCEABILITY OF CIVIL LIABILITY AND SERVICE OF PROCESS                        

    Deutsche Telekom is incorporated under the laws of the Federal Republic of
Germany, and all of the members of the Deutsche Telekom management board,       
executive officers and certain of the experts named or referred to herein are   
non-residents of the United States. A substantial majority of the assets of     
Deutsche Telekom and its direct and indirect subsidiaries and such non-resident 
persons are located outside the United States. As a result, it may not be       
possible for investors to effect service of process within the United States    
upon such persons or to enforce in U.S. courts judgments against such persons   
and judgments of such courts predicated upon the civil liability provisions of  
the U.S. federal securities laws. Deutsche Telekom has been advised by Hengeler 
Mueller Weitzel Wirtz, its German legal counsel, that there is doubt as to the  
enforceability in Germany, in original actions or actions for enforcement of    
judgments of U.S. courts, of claims based solely upon U.S. federal securities   
laws.                                                                           

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SELECTED CONSOLIDATED FINANCIAL DATA                                            

  We present below selected historical financial data of Deutsche Telekom,
VoiceStream and Powertel for the nine months ended September 30, 2000 and 1999  
and for each of the years in the five-year period ended December 31, 1999. We   
derived the selected historical financial data as of and for the nine-month     
periods ended September 30, 2000 and 1999 from the unaudited interim            
consolidated financial statements of Deutsche Telekom, VoiceStream and Powertel 
for those periods, including the notes to those financial statements. We derived
the selected historical financial data as of and for each of the years in the   
five-year period ended December 31, 1999 from the audited annual consolidated   
financial statements of Deutsche Telekom, VoiceStream and Powertel, including   
the notes to those financial statements. All the data should be read in         
conjunction with the consolidated financial statements and notes thereto, of    
Deutsche Telekom, VoiceStream and Powertel incorporated by reference. See       
"Additional Information -- Where You Can Find More Information."                

   VoiceStream and Powertel report their financial information in accordance
with U.S. generally accepted accounting principles, which in this document we   
refer to as "U.S. GAAP". Deutsche Telekom reports its financial statements in   
accordance with German generally accepted accounting principles, which in this  
document we refer to as "German GAAP". German GAAP differs in certain           
significant respects from U.S. GAAP. For a discussion of the principal          
differences between German GAAP and U.S. GAAP as they relate to Deutsche        
Telekom, see Note 36 to Deutsche Telekom's audited annual consolidated financial
statements. Deutsche Telekom historically has applied U.S. GAAP accounting      
principles to the extent allowable under German GAAP. It is Deutsche Telekom's  
policy to harmonize accounting principles according to German GAAP and U.S. GAAP
through the extensive application of the principles of U.S. GAAP. Deutsche      
Telekom may depart from this policy. Any such departures are reflected in       
Deutsche Telekom's U.S. GAAP reconciliation footnote.                           

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SELECTED DEUTSCHE TELEKOM CONSOLIDATED FINANCIAL DATA (in billions, except per  
share amounts)                                                                  

                                                        [Enlarge/Download Table]

                               U.S.$               EUROS             U.S.$              EUROS          
                         -----------------   ------------------  -------------  ---------------------- 
                                                NINE MONTHS                     YEAR ENDED DECEMBER 31,
                            NINE MONTHS            ENDED             YEAR       ---------------------- 
                               ENDED           SEPTEMBER 30,         ENDED                             
                           SEPTEMBER 30,     ------------------  DECEMBER 31,                  1998    
                              2000(a)         2000      1999(j)     1999(a)     1999(b)(j)   (c)(b)(d) 
                         -----------------   -------    -------  -------------  ----------   --------- 
                            (UNAUDITED)         (UNAUDITED)                                            
                                                                                                       
CONSOLIDATED STATEMENT                                                                                 
  OF OPERATIONS DATA:                                                                                  
Amounts in accordance                                                                                  
  with German GAAP                                                                                     
Net revenue(e).........         25.8           29.2       25.6        31.3         35.5        35.2    
Other own capitalized                                                                                  
  costs................          0.6            0.7        0.7         0.8          0.9         1.0    
Other operating                                                                                        
  income(f)............          8.9           10.1        1.3         1.7          1.9         2.1    
Goods and services                                                                                     
  purchased............         (7.4)          (8.4)      (4.9)       (6.8)        (7.7)       (6.3)   
Personnel costs........         (6.2)          (7.0)      (6.9)       (8.1)        (9.2)       (9.2)   
Depreciation and                                                                                       
  amortization(g)......         (7.0)          (8.0)      (6.0)       (7.5)        (8.5)       (9.0)   
Other operating                                                                                        
  expenses.............         (6.1)          (6.9)      (4.5)       (6.0)        (6.8)       (5.4)   
Financial expense,                                                                                     
  net..................          0.1            0.1       (2.1)       (2.6)        (2.9)       (3.3)   
                               -----          -----      -----       -----        -----        ----    
  Results from ordinary                                                                                
    business                                                                                           
    activities.........          8.7            9.8        3.2         2.8          3.2         5.1    
Extraordinary items....         (0.1)          (0.1)      (0.2)       (0.2)        (0.2)         --    
Taxes(h)...............         (1.1)          (1.2)      (1.5)       (1.3)        (1.5)       (2.7)   
                               -----          -----      -----       -----        -----        ----    
  Income after taxes...          7.5            8.5        1.5         1.3          1.5         2.4    
Income applicable to                                                                                   
  minority                                                                                             
  shareholders.........         (0.1)          (0.1)      (0.2)       (0.3)        (0.3)       (0.2)   
                               -----          -----      -----       -----        -----        ----    
  Net income...........          7.4            8.4        1.3         1.0          1.2         2.2    
                               =====          =====      =====       =====        =====        ====    
  Earnings per                                                                                         
    share(b)...........         2.46           2.79       0.44        0.38         0.43        0.82    
Amounts in accordance                                                                                  
  with U.S. GAAP                                                                                       
Net income.............          8.7            9.8        1.2         1.3          1.5         2.2    
Basic and diluted                                                                                      
  earnings per                                                                                         
  share(b)(d)(i).......         2.86           3.24       0.44        0.47         0.53        0.81    
CASH FLOW DATA:                                                                                        
Amounts in accordance                                                                                  
  with German GAAP                                                                                     
Net cash provided by                                                                                   
  operating                                                                                            
  activities...........          6.2            7.0        7.0         8.5          9.6        13.5    
Net cash used for                                                                                      
  investing                                                                                            
  activities...........        (21.7)         (24.6)     (11.0)      (16.5)       (18.7)       (7.5)   
Net cash provided by                                                                                   
  (used for) financing                                                                                 
  activities...........         17.3           19.6        6.9         7.0          8.0        (6.8)   
                               -----          -----      -----       -----        -----        ----    
Net increase (decrease)                                                                                
  in cash and cash                                                                                     
  equivalents..........          1.8            2.0        2.9        (1.0)        (1.1)       (0.8)   
                               =====          =====      =====       =====        =====        ====    


                                   EUROS                                                               
                         --------------------------                                                    
                        YEAR ENDED DECEMBER 31,                                                        
                         --------------------------                                                    

                          1997                                                                         
                         (c)(b)   1996(c)   1995(c)                                                    
                         ------   -------   -------                                                    

                                                                                                       
CONSOLIDATED STATEMENT                                                                                 
  OF OPERATIONS DATA:                                                                                  
Amounts in accordance                                                                                  
  with German GAAP                                                                                     
Net revenue(e).........   34.5      32.3     33.8                                                      
Other own capitalized                                                                                  
  costs................    1.6       1.7      1.7                                                      
Other operating                                                                                        
  income(f)............    1.9       2.0      1.1                                                      
Goods and services                                                                                     
  purchased............   (6.2)     (5.2)    (4.9)                                                     
Personnel costs........   (9.4)     (9.6)    (9.4)                                                     
Depreciation and                                                                                       
  amortization(g)......   (9.5)     (9.0)    (7.9)                                                     
Other operating                                                                                        
  expenses.............   (5.2)     (4.9)    (4.9)                                                     
Financial expense,                                                                                     
  net..................   (4.0)     (3.9)    (4.2)                                                     
                          ----     -----     ----                                                      
  Results from ordinary                                                                                
    business                                                                                           
    activities.........    3.7       3.4      5.3                                                      
Extraordinary items....     --      (1.3)    (0.7)                                                     
Taxes(h)...............   (1.9)     (1.1)    (1.9)                                                     
                          ----     -----     ----                                                      
  Income after taxes...    1.8       1.0      2.7                                                      
Income applicable to                                                                                   
  minority                                                                                             
  shareholders.........   (0.1)     (0.1)      --                                                      
                          ----     -----     ----                                                      
  Net income...........    1.7       0.9      2.7                                                      
                          ====     =====     ====                                                      
  Earnings per                                                                                         
    share(b)...........   0.62      0.43     1.33                                                      
Amounts in accordance                                                                                  
  with U.S. GAAP                                                                                       
Net income.............    1.3       1.3      2.9                                                      
Basic and diluted                                                                                      
  earnings per                                                                                         
  share(b)(d)(i).......   0.46      0.62     1.40                                                      
CASH FLOW DATA:                                                                                        
Amounts in accordance                                                                                  
  with German GAAP                                                                                     
Net cash provided by                                                                                   
  operating                                                                                            
  activities...........   11.6      11.4     12.1                                                      
Net cash used for                                                                                      
  investing                                                                                            
  activities...........   (5.4)    (13.0)    (6.8)                                                     
Net cash provided by                                                                                   
  (used for) financing                                                                                 
  activities...........   (7.0)      3.5     (7.8)                                                     
                          ----     -----     ----                                                      
Net increase (decrease)                                                                                
  in cash and cash                                                                                     
  equivalents..........   (0.8)      1.9     (2.5)                                                     
                          ====     =====     ====                                                      

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SELECTED DEUTSCHE TELEKOM CONSOLIDATED FINANCIAL DATA -- CONTINUED (in billions)

                                                        [Enlarge/Download Table]

                           U.S.$           EUROS          U.S.$                              EUROS                        
                       --------------  --------------  ------------  -----------------------------------------------------
                           AS OF           AS OF          AS OF                       AS OF DECEMBER 31,                  
                       SEPTEMBER 30,   SEPTEMBER 30,   DECEMBER 31,  -----------------------------------------------------
                          2000(a)           2000         1999(a)     1999(b)   1998(c)(b)   1997(c)(b)   1996(c)   1995(c)
                       --------------  --------------  ------------  -------   ----------   ----------   -------   -------
                        (UNAUDITED)     (UNAUDITED)                                                                       
                                                                                                                          
BALANCE SHEET DATA:                                                                                                       
Amounts in accordance                                                                                                     
  with German GAAP                                                                                                        
Non-current assets...       95.2           107.8           72.3       82.0        66.5         70.0       73.8      71.2  
Current assets,                                                                                                           
  prepaid expenses,                                                                                                       
  deferred charges...       16.1            18.3           11.1       12.6        12.8         13.2       15.3      10.7  
                           -----           -----           ----       ----        ----         ----       ----      ----  
  Total assets.......      111.3           126.1           83.4       94.6        79.3         83.2       89.1      81.9  
                           =====           =====           ====       ====        ====         ====       ====      ====  
Shareholders'                                                                                                             
  equity.............       38.5            43.6           31.5       35.7        25.1         24.6       23.8      12.7  
Accruals.............       10.0            11.3            8.2        9.3         8.3          7.7        7.6       6.6  
Debt.................       54.8            62.1           37.3       42.3        39.9         44.9       51.1      56.4  
Other liabilities and                                                                                                     
  deferred income....        8.0             9.1            6.4        7.3         6.0          6.0        6.6       6.2  
                           -----           -----           ----       ----        ----         ----       ----      ----  
  Total shareholders'                                                                                                     
     equity and                                                                                                           
     liabilities.....      111.3           126.1           83.4       94.6        79.3         83.2       89.1      81.9  
                           =====           =====           ====       ====        ====         ====       ====      ====  
Amounts in accordance                                                                                                     
  with U.S. GAAP                                                                                                          
Shareholders'                                                                                                             
  equity.............       41.9            47.4           33.2       37.6        26.9         26.1       25.9      15.1  
                           =====           =====           ====       ====        ====         ====       ====      ====  

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

(a) For convenience purposes, the selected financial data has been translated   
 from euros into U.S. dollars at the rate of one euro per 0.8837 of a U.S.
    dollar, the exchange rate as of September 30, 2000. Such translations should
    not be construed as representations that the euro amounts represent, or have
been or could be converted into, U.S. dollars at that or any other rate.

(b) Includes changes in the composition of the group (in particular the         
  acquisition of a minority interest in MATAV in 1997 and the acquisition of
DT Mobile Holdings (One 2 One) and max.mobil. in 1999).                 

(c) Amounts have been restated from Deutsche Marks to euros using the official  
    fixed conversion rate established on January 1, 1999, which is EUR 1.00 = DM
1.95583.                                                                

(d) Since the beginning of the 1999 financial year, revenues have been reported 
    in line with the changed organizational structure of group business areas of
the Deutsche Telekom Group. The prior year figures have been restated to
  reflect the new structure. The difference in the figures compared to those
stated in prior years is mainly attributable to the deduction of the    
   revenues from the billing of services of other network operators, amounting
   to approximately 0.5 billion euros, which were previously shown under other
services expense.                                                       

(e) In 1995, the amount includes pro forma value-added tax, which in this       
document we refer to as "VAT." Adjusted to exclude VAT, the net revenue 
would have been 30.5 billion euros.                                     

(f) In 1996, the amount includes a one-time value-added tax refund amounting to 
338 million euros.                                                      

(g) Including, for periods after 1995, depreciation of value-added tax          
capitalized prior to January 1, 1996.                                   

(h) In 1995, the levy to the Federal Republic of Germany was paid for the last  
time, with Deutsche Telekom becoming essentially exempt from this levy. 
    Since January 1, 1996, Deutsche Telekom has been subject to normal corporate
taxation.                                                               

(i) As of and prior to September 30, 2000, Deutsche Telekom did not have any    
potentially dilutive securities outstanding. Accordingly, there was no  
difference between basic and diluted earnings per share for U.S. GAAP   
purposes.                                                               

(j)In fiscal 2000, Deutsche Telekom reclassified fiscal 1999 research and       
  development costs as well as certain other expenses to "Other expenses" from
   "Goods and services purchased" to conform with the fiscal 2000 presentations.
The reclassifications did not impact reported net income.                 

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SELECTED VOICESTREAM CONSOLIDATED FINANCIAL DATA (dollars in thousands)         

                                                        [Enlarge/Download Table]

                                     NINE MONTHS ENDED                                                                            
                                       SEPTEMBER 30,                               YEARS ENDED DECEMBER 31,                       
                                 --------------------------   ------------------------------------------------------------------- 
                                     2000          1999           1999          1998         1997          1996          1995     
                                 ------------   -----------   ------------   ----------   -----------   -----------   ----------- 
                                        (UNAUDITED)                                                                               
                                                                                                                                  
CONSOLIDATED STATEMENTS OF                                                                                                        
 OPERATIONS DATA:                                                                                                                 
Revenues:                                                                                                                         
 Subscriber revenues...........  $    942,961   $   245,209   $    366,802   $  123,966   $    52,360   $     7,794   $        -- 
 Roamer revenues...............        74,174         6,205          9,295        3,506           227            --            -- 
 Equipment revenues............       177,673        48,554         78,025       40,490        25,143         9,745            -- 
 Other revenues................        77,989        11,725         21,407           --            --            --            -- 
                                 ------------   -----------   ------------   ----------   -----------   -----------   ----------- 
       Total revenues..........     1,272,797       311,693        475,529      167,962        77,730        17,539            -- 
                                 ------------   -----------   ------------   ----------   -----------   -----------   ----------- 
Operating expenses:                                                                                                               
 Cost of service...............       328,818        74,100        114,007       50,978        43,183        12,470            -- 
 Cost of equipment sales.......       317,174        93,904        136,584       77,071        53,469        20,789            -- 
 General and administrative....       443,576        83,938        134,812       75,343        51,678        20,209         3,069 
 Sales and marketing...........       502,006       134,689        211,399       85,447        59,466        31,505           339 
 Depreciation and                                                                                                                 
   amortization................       541,197        96,280        140,812       83,767        66,875        14,395           269 
 Stock based compensation......        30,729        53,935         60,690           --            --            --            -- 
                                 ------------   -----------   ------------   ----------   -----------   -----------   ----------- 
       Total operating                                                                                                            
        expenses...............     2,163,500       536,846        798,304      372,606       274,671        99,368         3,677 
                                 ------------   -----------   ------------   ----------   -----------   -----------   ----------- 
Operating loss.................      (890,703)     (225,153)      (322,775)    (204,644)     (196,941)      (81,829)       (3,677)
Other income (expense):                                                                                                           
 Interest and financing                                                                                                           
   expense, net................      (343,679)      (58,800)      (103,461)     (34,118)      (57,558)       (3,607)          (40)
 Equity in net loss of                                                                                                            
   unconsolidated affiliates...       (96,380)      (25,260)       (50,945)     (24,120)       (9,327)         (954)          (11)
 Interest income and other,                                                                                                       
   net.........................        55,883         6,176         22,442        8,616            11            40            -- 
                                 ------------   -----------   ------------   ----------   -----------   -----------   ----------- 
       Net loss................  $ (1,274,879)  $  (303,037)  $   (454,739)  $ (254,266)  $  (263,815)  $   (86,350)  $    (3,728)
                                 ============   ===========   ============   ==========   ===========   ===========   =========== 
CONSOLIDATED BALANCE SHEET                                                                                                        
 DATA:                                                                                                                            
Current assets.................  $  4,731,209   $   158,695   $    410,576   $   59,398   $    49,945   $    59,515   $     1,684 
Property and equipment, net....     2,497,426       770,170        931,792      619,280       420,638       318,473        37,914 
Goodwill, licensing costs and                                                                                                     
 other intangible assets,                                                                                                         
 net...........................    10,976,381       321,412        450,261      312,040       315,653       227,997       145,728 
Other assets...................     1,224,637       218,978        429,284       60,938        36,055         8,142         8,484 
                                 ------------   -----------   ------------   ----------   -----------   -----------   ----------- 
       Total assets............  $ 19,429,653   $ 1,469,255   $  2,221,913   $1,051,656   $   822,291   $   614,127   $   193,810 
                                 ============   ===========   ============   ==========   ===========   ===========   =========== 
Current liabilities............  $    872,515   $   185,043   $    203,085   $  125,026   $   126,184   $   155,769   $    25,444 
Long-term debt.................     5,031,699     1,165,000      2,011,451      540,000       300,000       143,000        13,000 
Other long-term liabilities....            --            --             --           --            --       173,705         7,613 
Redeemable preferred shares and                                                                                                   
 minority interest.............     5,708,409            --             --           --            --            --            -- 
Shareholders' equity...........     7,817,030       119,212          7,377      386,630       396,107       141,653       147,753 
                                 ------------   -----------   ------------   ----------   -----------   -----------   ----------- 
       Total liabilities and                                                                                                      
        shareholders' equity...  $ 19,429,653   $ 1,469,255   $  2,221,913   $1,051,656   $   822,291   $   614,127   $   193,810 
                                 ============   ===========   ============   ==========   ===========   ===========   =========== 
OTHER DATA:                                                                                                                       
Licensed population............   121,704,000    62,593,000     64,825,000   62,593,000    62,808,000    19,488,000    14,853,000 
Covered population(a)..........    95,175,000    19,754,000     23,411,000   16,121,000    12,529,000     6,133,000            -- 
Subscribers/Users:                                                                                                                
 Subscribers...................     3,067,900       685,100        845,700      322,400       128,600        35,500            -- 
 Prepaid users.................       748,200         9,400          9,700       10,400            --            --            -- 
Adjusted EBITDA(b).............  $   (318,777)  $   (74,938)  $   (121,273)  $ (120,877)  $  (130,066)  $   (67,434)  $    (3,408)
CASH FLOWS PROVIDED BY                                                                                                            
 (USED IN):                                                                                                                       
Operating activities...........  $   (554,750)  $  (116,753)  $   (241,827)  $ (112,931)  $  (198,129)  $   (81,272)  $    (4,115)
Investing activities...........    (1,800,487)     (431,447)      (947,657)    (253,633)     (370,202)     (342,587)     (145,632)
Financing activities...........     6,227,322       589,009      1,416,860      374,284       563,254       429,250       149,770 

---------------                                                                 
(a) Represents population that is covered by VoiceStream's network, excluding   
unconsolidated affiliates.                                              

(b) Adjusted EBITDA represents operating loss before depreciation and           
    amortization and non-cash stock-based compensation. VoiceStream's 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 its 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 telecommuni-
cations. Adjusted EBITDA should not be construed as an alternative to   
 operating income (loss) as determined in accordance with U.S. GAAP, as an
alternative to cash flows from operating activities, as determined in   
 accordance with U.S. 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 POWERTEL CONSOLIDATED FINANCIAL DATA (dollars in thousands, except per 
share)                                                                          

                                                        [Enlarge/Download Table]

                                      NINE MONTHS ENDED                                                                        
                                        SEPTEMBER 30,                             YEARS ENDED DECEMBER 31,                     
                                  -------------------------   ---------------------------------------------------------------- 
                                     2000          1999          1999          1998          1997          1996         1995   
                                  -----------   -----------   -----------   -----------   -----------   -----------   -------- 
                                         (UNAUDITED)                                                                           
                                                                                                                               
STATEMENT OF OPERATIONS DATA:                                                                                                  
Service revenues................  $   312,617   $   177,921   $   254,051   $   152,275   $    62,745   $    31,875   $ 25,384 
Equipment revenues..............       17,941        20,377        29,360        23,161        16,171         7,250      3,928 
                                  -----------   -----------   -----------   -----------   -----------   -----------   -------- 
        Total revenues..........      330,558       198,298       283,411       175,436        78,916        39,125     29,312 
                                  -----------   -----------   -----------   -----------   -----------   -----------   -------- 
Cost of service.................       71,272        42,642        59,183        42,777        28,277         5,811      2,394 
Cost of equipment sales.........       77,046        48,650        73,526        79,144        45,318        11,653      3,127 
Operations expenses.............       49,131        46,619        64,269        56,522        23,989         9,927      3,596 
Sales and marketing.............       86,098        65,414        99,012        63,936        41,409        13,301      4,280 
General and administrative......       33,817        30,429        44,184        37,639        25,742        16,963      4,218 
Depreciation and amortization...       74,981        65,763        89,180        67,654        49,282        10,101      5,101 
                                  -----------   -----------   -----------   -----------   -----------   -----------   -------- 
        Operating expenses......      392,345       299,517       429,354       347,672       214,017        67,756     22,716 
                                  -----------   -----------   -----------   -----------   -----------   -----------   -------- 
Operating (loss) income.........      (61,787)     (101,219)     (145,943)     (172,236)     (135,101)      (28,631)     6,596 
Other income (expense):                                                                                                        
Interest and financing expense,                                                                                                
  net...........................     (102,955)      (94,296)     (127,054)     (113,170)      (63,604)      (16,607)    (1,657)
Gain on sale of assets(a).......           --       127,161       129,172            --        41,912            --         -- 
Interest income and other,                                                                                                     
  net...........................       17,292        13,616        19,159        19,576        21,625        18,556        295 
                                  -----------   -----------   -----------   -----------   -----------   -----------   -------- 
  (Loss) income before income                                                                                                  
    taxes and cumulative                                                                                                       
    effect......................     (147,450)      (54,738)     (124,666)     (265,830)     (135,168)      (26,682)     5,234 
Income tax (benefit)                                                                                                           
  provision.....................           --            --            --            --            --        (1,654)     2,230 
                                  -----------   -----------   -----------   -----------   -----------   -----------   -------- 
  Net (loss) income before                                                                                                     
    cumulative effect...........     (147,450)      (54,738)     (124,666)     (265,830)     (135,168)      (25,028)     3,004 
Dividends on cumulative                                                                                                        
  convertible, redeemable                                                                                                      
  preferred stock...............       (7,312)       (7,312)       (9,750)       (5,010)           --            --         -- 
                                  -----------   -----------   -----------   -----------   -----------   -----------   -------- 
  Net (loss) income before                                                                                                     
    cumulative effect...........     (154,762)      (62,050)     (134,416)     (270,840)     (135,168)      (25,028)     3,004 
Cumulative effect of change in                                                                                                 
  accounting principle, net of                                                                                                 
  tax(b)........................           --            --            --            --            --        (2,583)        -- 
                                  -----------   -----------   -----------   -----------   -----------   -----------   -------- 
  Net (loss) income.............  $  (154,762)  $   (62,050)  $  (134,416)  $  (270,840)  $  (135,168)  $   (27,611)  $  3,004 
                                  ===========   ===========   ===========   ===========   ===========   ===========   ======== 
EARNINGS (LOSS) PER SHARE:                                                                                                     
Net (loss) income before                                                                                                       
  cumulative effect of change in                                                                                               
  accounting principle..........  $     (5.07)  $     (2.24)  $     (4.75)  $    (10.02)  $     (5.04)  $     (1.00)  $   0.30 
Cumulative effect of change in                                                                                                 
  accounting principle..........           --            --            --            --            --         (0.10)        -- 
                                  -----------   -----------   -----------   -----------   -----------   -----------   -------- 
Basic and diluted (loss) income                                                                                                
  per common share..............  $     (5.07)  $     (2.24)  $     (4.75)  $    (10.02)  $     (5.04)  $     (1.10)  $   0.30 
                                  ===========   ===========   ===========   ===========   ===========   ===========   ======== 
OTHER FINANCIAL AND OPERATING                                                                                                  
  DATA:                                                                                                                        
Licensed population.............   24,426,000    24,426,000    24,426,000    24,722,000    24,722,000    18,198,000    733,000 
Covered population..............   17,100,000    15,687,600    16,916,000    15,688,000    12,313,000     5,816,000    674,000 
Subscribers/Users:                                                                                                             
  Subscribers...................      393,000       319,000       341,000       282,000       145,000        63,000     39,000 
  Prepaid users.................      410,000       119,000       205,000        42,000            --            --         -- 
Adjusted EBITDA(c)..............  $    13,194   $   (35,456)  $   (56,763)  $  (104,582)  $   (85,819)  $   (18,530)  $ 11,697 
CASH FLOWS PROVIDED BY                                                                                                         
  (USED IN):                                                                                                                   
Operating activities............  $   (36,567)  $   (73,919)  $   (98,977)  $  (165,818)  $   (57,030)  $   (15,255)  $  5,640 
Investing activities............     (110,351)      263,786       255,343      (184,072)     (248,710)     (489,084)   (22,795)
Financing activities............        9,711         8,880        10,243       227,723       447,169       669,234     17,278 

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SELECTED POWERTEL CONSOLIDATED FINANCIAL DATA -- CONTINUED (dollars in          
thousands)                                                                      

                                                        [Enlarge/Download Table]

                                     NINE MONTHS ENDED                                                                
                                       SEPTEMBER 30,                         YEARS ENDED DECEMBER 31,                 
                                  -----------------------   ----------------------------------------------------------
                                     2000         1999         1999         1998         1997        1996       1995  
                                  ----------   ----------   ----------   ----------   ----------   --------   --------
                                        (UNAUDITED)                                                                   
                                                                                                                      
BALANCE SHEET DATA:                                                                                                   
Current assets................... $  321,255   $  503,762   $  454,378   $  296,819   $  405,484   $289,859   $  6,548
Property and equipment, net......    579,060      560,162      561,110      642,404      491,750    251,269     18,066
Goodwill and licenses, net.......    392,392      403,134      400,587      407,998      416,252    388,634     23,283
Other assets.....................     49,172       17,171       23,720       33,357       65,106     17,355     26,433
Total assets.....................  1,341,879    1,484,229    1,439,795    1,380,578    1,378,592    947,117     74,330
Current liabilities..............    107,192       85,438      103,588       69,958       91,762     33,510      5,571
Long-term debt...................  1,203,053    1,165,385    1,170,491    1,107,994      968,319    503,324     29,003
Other long-term liabilities......     76,707       82,715       83,354           76          695        741        408
Total stockholders' (deficit)                                                                                         
  equity.........................   (197,292)      (1,528)     (69,857)      50,331      317,816    407,007     36,674
Total liabilities and                                                                                                 
  stockholders' equity...........  1,341,879    1,484,229    1,439,795    1,380,578    1,378,592    947,117     74,330

---------------                                                                 
(a) During the year ended December 31, 1999, Powertel sold substantially all of 
its remaining cellular telephone assets for $89.3 million and 650 of its
    wireless towers for $274.6 million, resulting in an aggregate gain of $129.2
million. During the year ended December 31, 1997, Powertel sold         
    substantially all of its cellular telephone assets in the state of Maine for
$77.2 million, resulting in a gain of $41.9 million.                    

(b) During 1996, Powertel changed its method of accounting for costs incurred in
connection with certain promotional programs in which customers receive 
discounted cellular equipment or airtime usage credits. Under Powertel's
   previous accounting method, all such costs were deferred and amortized over
    the life of the related non-cancelable cellular telephone service agreement.
Under the new accounting method, the costs are expensed as incurred.    

(c) Adjusted EBITDA represents operating income (loss) before depreciation and  
 amortization and non-cash stock-based compensation. Powertel's management
believes Adjusted EBITDA provides meaningful additional information on  
Powertel's operating results and on its ability to service its long-term
    debt and other fixed obligations and to fund its 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 telecommuni-
cations. Adjusted EBITDA should not be construed as an alternative to   
 operating income (loss) as determined in accordance with U.S. GAAP, as an
alternative to cash flows from operating activities, as determined in   
 accordance with U.S. GAAP, or as a measure of liquidity. Because Adjusted
EBITDA is not calculated in the same manner by all companies, Powertel's
presentation may not be comparable to other similarly titled measures of
other companies.                                                        

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UNAUDITED SELECTED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION           

   In the table below, we provide you with the unaudited pro forma condensed
combined financial information for the Deutsche Telekom/VoiceStream merger only 
and the Deutsche Telekom/VoiceStream/Powertel mergers, each of which is         
presented under German GAAP and reconciled to U.S. GAAP. Additionally, we have  
provided you with unaudited pro forma condensed consolidated financial statement
information for the VoiceStream/Powertel merger prepared in accordance with U.S.
GAAP. The unaudited pro forma condensed consolidated statements of operations   
information has been prepared as if the mergers were effected on January 1,     
1999. The unaudited pro forma condensed combined balance sheets give effect to  
the mergers as if they had occurred on September 30, 2000. The data set forth   
below gives effect to each merger using the purchase method of accounting.      

We prepared this information based upon currently available data. You 
should read these unaudited pro forma condensed combined financial statements in
conjunction with the separate historical financial statements and accompanying  
notes of the companies incorporated by reference in this document.              

We have provided these pro forma condensed combined statements for    
informational purposes only in response to the requirements of the SEC. We do   
not claim that they represent what the actual financial position or results of  
operations would have been if the transactions had occurred at such dates or    
that they project the financial position or results of operations for any future
date or period.                                                                 

   For further discussion of the pro forma adjustments and more detailed pro
forma financial statements, see "Deutsche Telekom Unaudited Pro Forma Condensed 
Combined Financial Statements" beginning on page 264 and "VoiceStream Unaudited 
Pro Forma Condensed Combined Financial Statements" beginning on page 294.       

DEUTSCHE TELEKOM/VOICESTREAM/POWERTEL MERGERS (euros in millions, except per    
share data):                                                                    

                                                        [Enlarge/Download Table]

                                              NINE MONTHS ENDED                                                
                                              SEPTEMBER 30, 2000               YEAR ENDED DECEMBER 31, 1999    
                                     ------------------------------------  ------------------------------------
                                                        DEUTSCHE TELEKOM,                     DEUTSCHE TELEKOM,
STATEMENTS OF OPERATIONS             DEUTSCHE TELEKOM    VOICESTREAM AND   DEUTSCHE TELEKOM    VOICESTREAM AND 
(UNAUDITED)                          AND VOICESTREAM        POWERTEL       AND VOICESTREAM        POWERTEL     
------------------------             ----------------   -----------------  ----------------   -----------------
                                                                                                               
Total operating performance.........      31,582             31,936             37,424             37,691      
Net (loss) income...................       5,006              4,607             (2,756)            (3,109)     
U.S. GAAP reconciling items.........         905                887               (314)              (408)     
Net income (loss) under U.S. GAAP...       5,911              5,494             (3,071)            (3,517)     
Earnings (loss) per share:                                                                                     
     German GAAP....................        1.32               1.17              (0.75)             (0.82)     
     U.S. GAAP:                                                                                                
       Basic........................        1.56               1.40              (0.84)             (0.93)     
       Diluted......................        1.47               1.32              (0.84)             (0.93)     
Cash dividends per ordinary share...          --                 --               0.49               0.47      

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                                                        [Enlarge/Download Table]

                                                                       AS OF SEPTEMBER 30, 2000            
                                                           ------------------------------------------------
                                                           DEUTSCHE TELEKOM AND       DEUTSCHE TELEKOM,    
CONDENSED COMBINED BALANCE SHEET (UNAUDITED)                   VOICESTREAM         VOICESTREAM AND POWERTEL
--------------------------------------------               --------------------    ------------------------
                                                                                                           
Non-current assets........................................       150,590                   157,314         
Current assets............................................        22,749                    23,094         
Other assets..............................................         1,291                     1,309         
                                                                 -------                   -------         
  Total assets............................................       174,630                   181,717         
                                                                 =======                   =======         
Shareholders' equity......................................        76,847                    82,434         
Accruals..................................................        11,791                    11,843         
Liabilities...............................................        85,287                    86,726         
Deferred income...........................................           705                       714         
                                                                 -------                   -------         
  Total liabilities and shareholders' equity..............       174,630                   181,717         
                                                                 =======                   =======         
U.S. GAAP reconciling items...............................        11,414                    11,849         
                                                                 -------                   -------         
Shareholders' equity under U.S. GAAP......................        88,261                    94,283         
                                                                 =======                   =======         

VOICESTREAM/POWERTEL MERGER (U.S. dollars in millions, except per share data):  

                                                        [Enlarge/Download Table]

                                                             NINE MONTHS ENDED                   
                                                               SEPTEMBER 30,       YEAR ENDED    
STATEMENTS OF OPERATIONS (UNAUDITED)                               2000         DECEMBER 31, 1999
------------------------------------                         -----------------  -----------------
                                                                                                 
Revenues....................................................      $ 1,788            $ 1,324     
Net loss....................................................       (1,907)            (2,033)    
Basic and diluted loss per share............................      $ (7.51)           $ (8.14)    
Cash dividends per common share.............................           --                 --     

                                                        [Enlarge/Download Table]

CONDENSED COMBINED BALANCE SHEET (UNAUDITED)                 AS OF SEPTEMBER 30, 2000
--------------------------------------------                 ------------------------
                                                                                     
Current assets..............................................         $ 5,039         
Property and equipment, net.................................           3,076         
Goodwill, licensing costs and other intangible assets,                               
  net.......................................................          15,751         
Other assets................................................           1,274         
                                                                     -------         
  Total assets..............................................         $25,140         
                                                                     =======         
Current liabilities.........................................         $   980         
Long-term debt..............................................           6,235         
Redeemable preferred stock and minority interest............           5,708         
Shareholders' equity........................................          12,217         
                                                                     -------         
  Total liabilities and shareholders' equity................         $25,140         
                                                                     =======         

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COMPARATIVE PER SHARE DATA                                                      

Set forth below are earnings (loss) per share and book value per share
amounts presented separately for Deutsche Telekom, VoiceStream and Powertel on a
historic basis and on a pro forma combined basis per equivalent share as of and 
for the nine months ended September 30, 2000 and the year ended December 31,    
1999. The pro forma data are not indicative of the results of future operations 
or the actual results that would have occurred had the mergers been completed at
the beginning of the periods presented. You should read the data presented in   
conjunction with the unaudited pro forma condensed combined financial statements
and notes thereto included elsewhere in this document.                          

                                                        [Enlarge/Download Table]

                                                 SEPTEMBER 30, 2000             DECEMBER 31, 1999      
                                             ---------------------------   --------------------------- 
HISTORIC PER SHARE DATA:                         EURO          U.S. $          EURO          U.S. $    
------------------------                     ------------   ------------   ------------   ------------ 
                                                                                                       
DEUTSCHE TELEKOM HISTORIC PER ORDINARY                                                                 
  SHARE DATA(b):                                                                                       
  Net earnings.............................          2.79           2.47           0.43           0.38 
  Book value (a)...........................         14.41          12.73          11.78          10.41 

VOICESTREAM HISTORIC PER COMMON SHARE                                                                  
  DATA(c):                                                                                             
  Net loss, basic and diluted..............         (8.16)         (7.21)         (5.38)         (4.75)
  Book value (a)...........................         67.24          59.42           0.09           0.08 

POWERTEL HISTORIC PER COMMON SHARE DATA(c):                                                            
  Net loss, basic and diluted..............         (5.74)         (5.07)         (5.38)         (4.75)
  Book value (a)...........................         (1.62)         (1.43)          3.11           2.75 

UNAUDITED PRO FORMA COMBINED PER EQUIVALENT                                                            
  SHARE DATA:                                                                                          
-------------------------------------------                                                            
DEUTSCHE TELEKOM/VOICESTREAM/POWERTEL(b):                                                              
  German GAAP                                                                                          
     Net earnings (loss)...................          1.17           1.04          (0.82)         (0.72)
     Book value (a)........................         20.96          18.52             --             -- 

  U.S. GAAP                                                                                            
     Net earnings (loss) - basic...........          1.40           1.24          (0.93)         (0.82)
     Net earnings (loss) - diluted.........          1.31           1.16          (0.93)         (0.82)
     Book value (a)........................         24.06          21.26             --             -- 

DEUTSCHE TELEKOM/VOICESTREAM(b):                                                                       
  German GAAP                                                                                          
     Net earnings (loss)...................          1.32           1.16          (0.75)         (0.66)
     Book value (a)........................         20.21          17.86             --             -- 

  U.S. GAAP                                                                                            
     Net earnings (loss) - basic...........          1.56           1.38          (0.84)         (0.74)
     Net earnings (loss) - diluted.........          1.46           1.29          (0.84)         (0.74)
     Book value (a)........................         23.30          20.59             --             -- 

VOICESTREAM/POWERTEL(c):                                                                               
  U.S. GAAP                                                                                            
     Net loss - basic and diluted..........         (8.50)         (7.51)         (9.21)         (8.14)
     Book value (a)........................         77.23          68.25             --             -- 

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

(a) The book value calculation represents the shareholders' equity divided by   
the number of shares outstanding at the end of the period.              

(b)For convenience purposes, the selected financial data has been translated    
from euros into U.S. dollars at the rate of one euro per 0.8837 of a U.S. 
dollar, the exchange rate as of September 30, 2000. Such                  

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   translations should not be construed as representations that the euro amounts
 represent, or have been or could be converted into, U.S. dollars at that or
any other rate.                                                           

(c)For convenience purposes, the comparative per share data has been translated 
  from U.S. dollars into euros at the rate of one dollar per 1.1316 euros, the
exchange rate as of September 30, 2000. Such translations should not be   
  construed as representations that the dollar amounts represent, or have been
or could be converted into, euros at that or any other rate.              

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RISK FACTORS RELATING TO THE DEUTSCHE TELEKOM/VOICESTREAM MERGER AND THE
DEUTSCHE TELEKOM/POWERTEL MERGER

THE VALUE OF DEUTSCHE TELEKOM ADSs AND DEUTSCHE TELEKOM ORDINARY SHARES MAY     
DECREASE SIGNIFICANTLY BETWEEN THE TIME YOU VOTE ON THE RELEVANT MERGER AND THE 
TIME THE MERGERS ARE COMPLETED. AS A RESULT, AT THE TIME YOU VOTE ON THE        
RELEVANT MERGER YOU WILL NOT KNOW THE VALUE YOU WILL RECEIVE FOR YOUR           
VOICESTREAM OR POWERTEL SHARES OR WHETHER THE VALUE YOU WILL RECEIVE WILL BE    
LESS THAN YOU PAID FOR YOUR VOICESTREAM OR POWERTEL SHARES                      

    The exchange ratios for the portion of the merger consideration to be paid
in Deutsche Telekom shares are fixed, and neither the Deutsche                  
Telekom/VoiceStream merger agreement nor the Deutsche Telekom/Powertel merger   
agreement contains a mechanism to adjust the exchange ratios in the event that  
the market price of the Deutsche Telekom ADSs or Deutsche Telekom ordinary      
shares declines. As a result, if the market price of Deutsche Telekom ADSs and  
Deutsche Telekom ordinary shares at the completion of the Deutsche              
Telekom/VoiceStream merger and the Deutsche Telekom/Powertel merger is lower    
than their market prices on the respective dates of the VoiceStream special     
meeting and the Powertel special meeting, the value of Deutsche Telekom ADSs and
Deutsche Telekom ordinary shares representing the portion of the merger         
consideration to be paid in Deutsche Telekom shares will be less than the value 
on the date of your respective special meetings and may be less than you paid   
for your VoiceStream or Powertel shares.                                        

BECAUSE OF PRORATION OR THE TAX-RELATED ADJUSTMENT, VOICESTREAM STOCKHOLDERS MAY
RECEIVE MORE STOCK AND LESS CASH, OR MORE CASH AND LESS STOCK, THAN THEY ELECT  
TO RECEIVE, OR ARE DEEMED TO HAVE ELECTED TO RECEIVE, AND MIGHT NOT BE ABLE TO  
EXCHANGE THEIR VOICESTREAM COMMON SHARES IN AN ENTIRELY TAX-FREE TRANSACTION    

The consideration to be received by VoiceStream stockholders in the   
Deutsche Telekom/VoiceStream merger is subject to proration to preserve the     
limitations on the maximum amount of cash and Deutsche Telekom shares to be     
issued in the Deutsche Telekom/VoiceStream merger for outstanding VoiceStream   
common shares. In addition, all three types of elections are subject to a       
tax-related adjustment that would reduce the total amount of cash to be received
in the Deutsche Telekom/VoiceStream merger to the extent necessary to preserve  
tax-free treatment of the receipt of Deutsche Telekom shares by VoiceStream     
stockholders for U.S. federal income tax purposes. Based on a number of factors,
the tax-related adjustment generally would be triggered if the trading price of 
Deutsche Telekom shares immediately prior to the completion of the merger is    
less than approximately $47.10, but could also be triggered at a higher trading 
price. IF THE MERGER HAD CLOSED ON FEBRUARY 7, 2001 AND NO DISSENTERS' RIGHTS   
HAD BEEN EXERCISED, WHICH MAY NOT BE THE CASE, THE TAX-RELATED ADJUSTMENT WOULD 
HAVE BEEN NECESSARY AND, AS A RESULT, THE AMOUNT OF CASH TO BE PAID TO EACH     
VOICESTREAM STOCKHOLDER RECEIVING CASH IN THE DEUTSCHE TELEKOM/VOICESTREAM      
MERGER WOULD HAVE BEEN REDUCED BY APPROXIMATELY 29%, WITH ADDITIONAL DEUTSCHE   
TELEKOM SHARES, WHICH WOULD HAVE BEEN OF A SLIGHTLY GREATER VALUE, ISSUED IN    
SUBSTITUTION. A MORE DETAILED EXPLANATION OF THIS TAX-RELATED ADJUSTMENT AND HOW
IT WOULD BE CALCULATED IS PROVIDED BEGINNING ON PAGE 128.                       

    Accordingly, holders of VoiceStream common shares may not receive the type
of consideration they elect to receive in the Deutsche Telekom/VoiceStream      
merger. If a holder of VoiceStream common shares elects to receive all of the   
merger consideration in cash and the cash portion is oversubscribed, then the   
holder will receive a portion of the Deutsche Telekom/VoiceStream merger        
consideration in Deutsche Telekom shares. Similarly, if a holder elects to      
receive all of the merger consideration in Deutsche Telekom shares and the      
Deutsche Telekom share portion is oversubscribed, then the holder will receive a
portion of the Deutsche Telekom/VoiceStream merger consideration in cash. As of 
the date of this document, the non-prorated $200 value of the cash election is  
substantially greater than the current value of the stock and mixed elections.  
If this remains true at the election deadline, it is expected that all or nearly
all VoiceStream stockholders will make the cash election. If this occurs,       
stockholders making the cash election will receive a mix of cash and Deutsche   
Telekom shares, in a proportion very close to or                                

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equal to the mixed election. Further, in all cases, if it is necessary to reduce
the amount of cash to be paid in order to preserve beneficial U.S. tax          
treatment, holders, including those holders making a mixed election, may receive
more Deutsche Telekom shares than they elected even after accounting for        
proration and such additional Deutsche Telekom shares may have a value that is  
less than the amount of the cash that they replace. In addition, because the    
receipt of cash in the Deutsche Telekom/VoiceStream merger may be taxable to a  
VoiceStream stockholder, VoiceStream stockholders might not be able to exchange 
VoiceStream common shares in an entirely tax-free transaction. The proration and
tax-related adjustment procedures are described in greater detail under "Summary
of the Deutsche Telekom/VoiceStream Transaction Documents -- The Deutsche       
Telekom/VoiceStream Merger Agreement -- Consideration To Be Received in the     
Deutsche Telekom/VoiceStream Merger."                                           

VOICESTREAM'S BOARD HAS THE RIGHT TO TERMINATE THE DEUTSCHE TELEKOM/VOICESTREAM 
MERGER AGREEMENT IF THE PRICE OF DEUTSCHE TELEKOM SHARES CLOSE TO THE TIME OF   
THE DEUTSCHE TELEKOM/VOICESTREAM MERGER IS BELOW 33 EUROS, BUT IF VOICESTREAM'S 
BOARD DOES NOT EXERCISE THIS RIGHT, THEN THE MARKET VALUE OF ANY ADDITIONAL     
DEUTSCHE TELEKOM SHARES ISSUED IN THE TAX-RELATED ADJUSTMENT WILL LIKELY BE LESS
THAN THE VALUE OF THE CASH THAT THOSE SHARES REPLACE                            

 VoiceStream has the right to terminate the Deutsche Telekom/VoiceStream
merger agreement if the average price of Deutsche Telekom ordinary shares to be 
used in any tax-related adjustment to the cash amount of the merger             
consideration in the Deutsche Telekom/VoiceStream merger, as calculated close to
the time that the Deutsche Telekom/VoiceStream merger is completed, is less than
33 euros. The average price of Deutsche Telekom ordinary shares to be used in   
any tax-related adjustment, if necessary, will be calculated by taking the      
average trading price of those shares on the Frankfurt Stock Exchange on seven  
trading days randomly selected from the 15 trading days immediately preceding   
the date on which any tax-related adjustment determination is to be made, which 
will be very close to the time the Deutsche Telekom/VoiceStream merger is       
completed. However, even if the Deutsche Telekom ordinary share price reaches   
this level, VoiceStream's board of directors may or may not exercise its right  
to terminate the Deutsche Telekom/VoiceStream merger agreement. In this         
circumstance, in the event a portion of the cash consideration is replaced with 
Deutsche Telekom shares to preserve the beneficial tax treatment, it is likely  
that the market value of the additional Deutsche Telekom shares that you will   
receive in substitution for the reduced cash amount will be less than the value 
of the cash amount that those shares replace. Although the Deutsche             
Telekom/Powertel merger agreement will terminate if the Deutsche Telekom/       
VoiceStream merger agreement is terminated under the circumstances described in 
this paragraph or otherwise, neither Powertel nor the Powertel board of         
directors has any right to cause the VoiceStream board of directors to invoke or
waive any of VoiceStream's termination rights at any time.                      

AS A POWERTEL STOCKHOLDER, THE MERGER CONSIDERATION THAT YOU RECEIVE MAY BE     
ADJUSTED DOWNWARD AND YOU MAY RECEIVE FEWER DEUTSCHE TELEKOM SHARES FOR EACH    
POWERTEL SHARE YOU OWN                                                          

The consideration to be received by the Powertel stockholders in the  
Deutsche Telekom/Powertel merger is subject to a downward pro rata adjustment if
the aggregate number of Powertel common shares outstanding as of the completion 
of the Deutsche Telekom/Powertel merger on a fully diluted basis, including     
Powertel common shares issuable in connection with existing commitments to sell 
or issue Powertel common shares and securities convertible into Powertel common 
shares, an amount we call the "adjusted fully diluted shares amount", exceeds   
55,742,000, subject to adjustment. In the event of such an adjustment, Powertel 
stockholders will receive fewer Deutsche Telekom shares for each Powertel share 
they own. The adjustment procedures are described in greater detail under       
"Summary of Deutsche Telekom/Powertel and VoiceStream/Powertel Transaction      
Documents -- The Deutsche Telekom/Powertel Merger Agreement -- Consideration To 
Be Received in the Deutsche Telekom/Powertel Merger."                           

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REGULATORS MAY IMPOSE CONDITIONS THAT REDUCE THE ANTICIPATED BENEFITS FROM THE  
MERGERS. AS A RESULT, THE PRICE OF THE DEUTSCHE TELEKOM ADSs AND DEUTSCHE       
TELEKOM ORDINARY SHARES MAY BE ADVERSELY AFFECTED                               

As a condition to our respective obligations to complete the Deutsche 
Telekom/VoiceStream merger and the Deutsche Telekom/Powertel merger, we must    
obtain the approval of various regulatory authorities, including the Federal    
Communications Commission, which in this document we refer to as the FCC, and   
the Committee on Foreign Investment in the United States. Any of these entities 
could impose conditions or restrictions on their approvals and we might not be  
able to obtain these approvals without conditions or restrictions that are      
materially adverse to us. Depending on their nature and extent, any conditions, 
restrictions or waivers may jeopardize or delay completion of the mergers or may
lessen the anticipated potential benefits of the mergers.                       

   The Deutsche Telekom/VoiceStream merger and the Deutsche Telekom/Powertel
merger may be terminated in the event that the conditions or restrictions       
imposed by the regulatory authorities are materially adverse to Deutsche        
Telekom.                                                                        

     However, even if these conditions or restrictions are imposed, the Deutsche
Telekom management board or the VoiceStream board may or may not exercise its   
right to terminate the Deutsche Telekom/VoiceStream merger agreement and the    
Deutsche Telekom management board might not exercise its right to terminate the 
Deutsche Telekom/Powertel merger agreement, or might waive conditions to the    
completion of the mergers or the Deutsche Telekom management board might take   
actions that it is not required to take in connection with receipt of the       
necessary regulatory approvals under the Deutsche Telekom/Powertel merger       
agreement. If we were to proceed with the Deutsche Telekom/VoiceStream merger or
the Deutsche Telekom/Powertel merger despite the imposition of these conditions 
or restrictions, or should we take such actions, they might result in a material
adverse effect on Deutsche Telekom and the price of the Deutsche Telekom ADSs   
and Deutsche Telekom ordinary shares.                                           

SALES VOLUME OF THE VOICESTREAM COMMON SHARES AND THE POWERTEL COMMON SHARES    
AFTER STOCKHOLDER APPROVAL IS OBTAINED AND BEFORE THE MERGERS ARE COMPLETED, AND
OF DEUTSCHE TELEKOM ADSs AND DEUTSCHE TELEKOM ORDINARY SHARES BEFORE AND AFTER  
THE MERGERS ARE COMPLETED, MAY INCREASE SIGNIFICANTLY. AS A RESULT, THE MARKET  
PRICE FOR AND THE ABILITY TO SELL IN THE MARKET THE VOICESTREAM COMMON SHARES   
AND THE POWERTEL COMMON SHARES BEFORE THE MERGERS ARE COMPLETED AND THE DEUTSCHE
TELEKOM ADSs AND DEUTSCHE TELEKOM ORDINARY SHARES BEFORE AND AFTER THE MERGERS  
ARE COMPLETED, MAY BE ADVERSELY AFFECTED                                        

    For a number of reasons, including those discussed under "Other Effects of
the Mergers -- Other Effects of the Deutsche Telekom/VoiceStream Merger and the 
Deutsche Telekom/Powertel Merger -- Potential Effects on Trading in Deutsche    
Telekom ADSs and Deutsche Telekom Ordinary Shares," a substantial number of the 
stockholders of VoiceStream and Powertel, including the principal stockholders  
of VoiceStream and Powertel, may wish to sell their VoiceStream common shares or
Powertel common shares prior to completion of the mergers, or Deutsche Telekom  
ADSs or Deutsche Telekom ordinary shares that they will receive in the mergers, 
and Deutsche Telekom's two largest shareholders may sell all or a substantial   
amount of Deutsche Telekom ordinary shares that they currently hold. In         
addition, the market price of the Deutsche Telekom ordinary shares and the      
Deutsche Telekom ADSs may be adversely affected by arbitrage activities         
occurring prior to the completion of the mergers. These sales or the prospects  
of future such sales could adversely affect the market price for and the ability
to sell in the market the VoiceStream common shares and the Powertel common     
shares before the mergers are completed and the Deutsche Telekom ADSs or        
Deutsche Telekom ordinary shares before and after the mergers are completed.    

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WE MAY FAIL TO INTEGRATE OUR OPERATIONS SUCCESSFULLY. AS A RESULT, WE MAY NOT   
ACHIEVE THE ANTICIPATED POTENTIAL BENEFITS OF THE MERGERS, AND THE PRICE OF THE 
DEUTSCHE TELEKOM ADSs AND THE DEUTSCHE TELEKOM ORDINARY SHARES MIGHT BE         
ADVERSELY AFFECTED                                                              

   The Deutsche Telekom/VoiceStream merger and the Deutsche Telekom/Powertel
merger will combine three companies that have previously operated independently.
We expect to face significant challenges in consolidating operations,           
integrating our organizations and services in a timely and efficient manner,    
refinancing or consolidating indebtedness and retaining key VoiceStream and     
Powertel executives and other personnel. The integration of Deutsche Telekom,   
VoiceStream and Powertel also will require substantial attention from           
management, particularly in light of the geographically dispersed operations and
different business cultures and compensation structures at the three companies. 
In addition, after the completion of the mergers, we may elect, or be required, 
to refinance or renegotiate all or a portion of the VoiceStream and Powertel    
long-term debt and, in doing so, Deutsche Telekom may incur additional costs.   
The diversion of management attention and any difficulties associated with      
integrating the three companies could have a material adverse effect on the     
revenues, the level of expenses and the operating and financial results of      
Deutsche Telekom and the value of the Deutsche Telekom ADSs and the Deutsche    
Telekom ordinary shares.                                                        

THE INCREASED DEPRECIATION AND AMORTIZATION EXPENSE ASSOCIATED WITH THE DEUTSCHE
TELEKOM/VOICESTREAM AND DEUTSCHE TELEKOM/POWERTEL MERGERS AND THE INCREASED     
CAPITAL EXPENDITURES TO BE INCURRED TO CONTINUE BUILDING OUT THE VOICESTREAM AND
POWERTEL MOBILE NETWORKS IN THE UNITED STATES MAY HAVE A SIGNIFICANT ADVERSE    
EFFECT ON DEUTSCHE TELEKOM'S FINANCIAL RESULTS                                  

   Deutsche Telekom expects to recognize substantial additional depreciation
and amortization expense as a result of the allocation of the purchase price of 
the mergers to tangible and intangible assets. Goodwill resulting from the      
mergers is expected to be amortized over 20 years and certain other tangible and
intangible assets are expected to be amortized over useful lives ranging from   
three to 20 years. In addition, VoiceStream and Powertel have incurred          
substantial operating losses and generated negative cash flow from operating    
activities and expect to incur significant operating losses and to generate     
negative cash flow during the next several years while they continue to develop 
and construct their systems and grow their subscriber base. On a pro forma      
basis, the combined statement of operations for Deutsche Telekom, VoiceStream   
and Powertel for the year ended December 31, 1999 and for the nine months ended 
September 30, 2000 reflects a net loss of euro 3,109.3 million and net income of
euro 4,606.6 million, respectively, in accordance with German GAAP and a net    
loss of euro 3,516.9 million and net income of euro 5,493.7 million,            
respectively, in accordance with US GAAP, as compared to Deutsche Telekom's net 
income for such periods of euro 1,253.0 million and euro 8,445.0 million,       
respectively, in accordance with German GAAP and euro 1,513.0 million and euro  
9,812.0 million, respectively, in accordance with US GAAP. See "Deutsche Telekom
Unaudited Pro Forma Condensed Combined Financial Statements."                   

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RISK FACTORS RELATING TO THE VOICESTREAM/POWERTEL MERGER

THE VALUE OF VOICESTREAM COMMON SHARES THAT POWERTEL STOCKHOLDERS RECEIVE MAY   
DECREASE SIGNIFICANTLY BETWEEN THE TIME THEY VOTE ON THE VOICESTREAM/POWERTEL   
MERGER AND THE TIME THE VOICESTREAM/POWERTEL MERGER IS COMPLETED. AS A RESULT,  
AT THE TIME POWERTEL STOCKHOLDERS VOTE ON THE VOICESTREAM/POWERTEL MERGER, THEY 
WILL NOT KNOW THE VALUE THEY WILL RECEIVE FOR THEIR POWERTEL SHARES OR WHETHER  
THE VALUE THEY WILL RECEIVE WILL BE LESS THAN THEY PAID FOR THE POWERTEL SHARES 

The number of VoiceStream common shares that you will receive in the  
VoiceStream/Powertel merger for each of your Powertel common share equivalents  
is calculated, subject to adjustments, at a conversion number of .65 if the     
average closing price of VoiceStream common shares is $130.77 per share or      
above, or .75 if the average closing price of VoiceStream common shares is      
$113.33 per share or below. Between these two points, the conversion number     
adjusts to yield approximately $85 in VoiceStream common shares for each        
Powertel common share equivalent. The average closing price of VoiceStream      
common shares will be calculated by averaging the closing prices on 10 trading  
days randomly selected from the 20 trading-day period ending five trading days  
before the completion of the VoiceStream/Powertel merger. The stock market      
experiences significant price and volume fluctuations that could have a material
adverse effect on the market prices of the VoiceStream common shares. Because   
the market price of VoiceStream common shares may fluctuate, the value at the   
time of the VoiceStream/Powertel merger of the consideration to be received by  
Powertel stockholders will depend on the closing prices of VoiceStream common   
shares during the selected 10 trading days and could be less than $85 in market 
value for each Powertel common share equivalent. If the market price of         
VoiceStream common shares at the completion of the VoiceStream/Powertel merger  
is less than the market price on the date of the Powertel special meeting, the  
value of VoiceStream common shares that you will receive would be lower than the
value on the date of the Powertel special meeting and may be less than you, as a
Powertel stockholder, paid for your Powertel shares.                            

THE MERGER CONSIDERATION THAT POWERTEL STOCKHOLDERS MAY RECEIVE MAY BE ADJUSTED 
DOWNWARD. AS A RESULT, POWERTEL STOCKHOLDERS MAY RECEIVE FEWER VOICESTREAM      
COMMON SHARES FOR EACH POWERTEL SHARE THEY OWN                                  

The consideration to be received by the Powertel stockholders in the  
VoiceStream/Powertel merger is subject to a downward pro rata adjustment if the 
aggregate number of Powertel common shares outstanding as of the completion of  
the VoiceStream/Powertel merger on a fully diluted basis, including Powertel    
common shares issuable in connection with existing commitments to sell or issue 
Powertel common shares and securities convertible into Powertel common shares,  
an amount we call the "adjusted fully diluted shares amount", exceeds           
55,742,000. In the event of such an adjustment, Powertel stockholders will      
receive fewer VoiceStream common shares for each Powertel share they own. The   
adjustment procedures are described in greater detail under "Summary of Deutsche
Telekom/Powertel and VoiceStream/Powertel Transaction Documents -- The          
VoiceStream/Powertel Merger Agreement -- Consideration To Be Received in the    
VoiceStream/Powertel Merger."                                                   

THE FCC AND OTHER REGULATORY AGENCIES MUST APPROVE THE VOICESTREAM/POWERTEL     
MERGER AND COULD DELAY OR REFUSE TO APPROVE THE VOICESTREAM/POWERTEL MERGER OR  
IMPOSE CONDITIONS THAT COULD ADVERSELY AFFECT VOICESTREAM'S BUSINESS OR         
FINANCIAL CONDITION                                                             

  The Communications Act and FCC rules require the FCC's prior approval of
the transfer of control of Powertel's PCS licenses to VoiceStream. Completion of
the VoiceStream/Powertel merger 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 grant of consent to the 
VoiceStream/Powertel merger, there might be actions by the FCC or the courts    
that would delay or prevent finality.                                           

    The FCC might not grant the application for transfer of control or the FCC
might grant the application with conditions. In addition, there might be a delay
caused by the filing of a challenge to the                                      

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transfer and assignment application. 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 VoiceStream common shares, and could lead to VoiceStream's  
inability to obtain financing necessary for its growth. If VoiceStream is denied
a license in a market, it will not be able to operate in that market unless it  
obtains rights to another, existing license from its current owner or acquires  
through an FCC auction a new license for that market.                           

VOICESTREAM MAY FAIL TO INTEGRATE SUCCESSFULLY VOICESTREAM'S AND POWERTEL'S     
OPERATIONS. AS A RESULT, VOICESTREAM MAY NOT ACHIEVE THE ANTICIPATED POTENTIAL  
BENEFITS OF THE VOICESTREAM/POWERTEL MERGER AND THE PRICE OF THE VOICESTREAM    
COMMON SHARES MIGHT BE ADVERSELY AFFECTED                                       

VoiceStream expects to face significant challenges in consolidating   
operations, integrating VoiceStream's and Powertel's organizations and services 
in a timely and efficient manner, refinancing or consolidating indebtedness and 
retaining key Powertel executives and other personnel. The integration of       
VoiceStream and Powertel also will require substantial attention from           
management. The diversion of management attention, any requirement that         
VoiceStream refinance Powertel debt and any difficulties associated with        
integrating the companies could have a material adverse effect on the revenues, 
the level of expenses and the operating results of VoiceStream and the value of 
the VoiceStream common shares.                                                  

VOICESTREAM WILL BE HIGHLY LEVERAGED, WHICH MAY LIMIT VOICESTREAM'S ABILITY TO  
BORROW ADDITIONAL FUNDS TO MEET VOICESTREAM'S CAPITAL REQUIREMENTS FOR THE      
BUILD-OUT AND DEVELOPMENT OF ITS SYSTEMS AND FOR ITS PARTICIPATION IN UPCOMING  
FCC LICENSE AUCTIONS                                                            

     VoiceStream's level of debt could affect VoiceStream's ability to build out
its systems and develop new systems. VoiceStream may have to incur further debt 
if the $265 million credit facility between Powertel and certain lenders, dated 
February 6, 1998, becomes due and payable prior to its stated maturity and      
cannot be renegotiated on terms similar to existing ones. Without sufficient    
funds, VoiceStream may have to delay or abandon some or all of VoiceStream's    
plans to participate in upcoming FCC license auctions and/or its planned        
build-out, which could materially limit VoiceStream's ability to compete in the 
wireless telecommunications industry. VoiceStream's level of debt and the       
incurrence of additional debt could have other consequences, such as requiring  
VoiceStream to dedicate a greater portion of its cash flow from operations to   
paying principal and interest and limiting its flexibility to react             
competitively to changes in the wireless telecommunications industry.           

VOICESTREAM FACES INTENSE COMPETITION FROM OTHER WIRELESS SERVICE PROVIDERS WHO 
MAY HAVE GREATER FINANCIAL RESOURCES AND WHO MAY BE TARGETING MANY OF THE SAME  
CUSTOMERS THAT VOICESTREAM TARGETS. THIS COMPETITION COULD ADVERSELY AFFECT     
VOICESTREAM'S ABILITY TO GROW ITS SUBSCRIBER BASE AND REVENUES                  

    VoiceStream and Powertel compete with providers of PCS, cellular and other
wireless telecommunications services. Under the current rules of the FCC, up to 
six PCS licensees and two cellular licensees, as well as digital specialized    
mobile radio licensees, may operate in each geographic area. Proposed or future 
rules may increase the number of licenses available. VoiceStream and Powertel   
compete against AT&T Wireless Services, Inc., Verizon Wireless Inc., Nextel     
Communications, Inc., Cingular Wireless LLC, which is the joint venture between 
SBC Communications and BellSouth, Sprint Corporation and US West Wireless LLC,  
among others. Many of these competitors have substantially greater financial    
resources than VoiceStream or Powertel, and several operate in multiple segments
of the industry. AT&T Wireless, Nextel and Sprint PCS operate substantially     
nationwide networks, and Verizon and Cingular, among others, through joint      
ventures and affiliation arrangements, operate or plan to operate substantially 
nationwide wireless systems throughout the continental United States. With so   
many companies targeting many of the same customers, the combined company, after
the completion of the VoiceStream/Powertel merger, might not be able to         
successfully attract and retain customers and grow its subscriber base and      
revenues.                                                                       

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VOICESTREAM AND POWERTEL EACH HAS SUBSTANTIAL OPERATING LOSSES AND NEGATIVE CASH
FLOW AND VOICESTREAM MAY NOT BECOME PROFITABLE FOLLOWING THE                    
VOICESTREAM/POWERTEL MERGER                                                     

    VoiceStream sustained operating losses of approximately $890.7 million for
the nine months ended September 30, 2000, and $322.8 million in fiscal 1999,    
$204.6 million in fiscal 1998 and $196.9 million in fiscal 1997. At September   
30, 2000, VoiceStream had an accumulated deficit of $2.4 billion and equity, net
of accumulated deficit, of $7.8 billion. Powertel sustained operating losses of 
approximately $61.8 million for the nine months ended September 30, 2000, and   
$145.9 million in fiscal 1999, $172.2 million in fiscal 1998 and $135.1 million 
in fiscal 1997. At September 30, 2000, Powertel had an accumulated deficit of   
$718.0 million and negative equity, net of accumulated deficit, of $197.3       
million.                                                                        

   VoiceStream expects to incur significant operating losses and to generate
negative cash flow from operating activities during the next several years while
it continues to develop and construct its systems and grow its subscriber base. 
After the VoiceStream/Powertel merger, VoiceStream might not be able to achieve 
or sustain profitability or positive cash flow from operating activities in the 
future and VoiceStream might not generate sufficient cash flow to service       
current or future debt requirements.                                            

VOICESTREAM'S ABILITY TO EXPAND AND PROVIDE SERVICE IS LIMITED BY ITS ABILITY TO
OBTAIN FCC LICENSES, WHICH ARE LIMITED IN NUMBER                                

 Even on a combined basis, VoiceStream and Powertel do not have licenses
covering the entire United States. VoiceStream's and Powertel's ability to      
expand is limited to those markets where they have obtained or can obtain       
licenses with sufficient spectrum to provide PCS service, or where they         
economically can 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 they may not be able to 
obtain the licenses they need for expansion.                                    

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

 C Block and F Block licenses are two sets of licenses issued by the FCC
that enable their holders to provide wireless communications services in the    
portion of the radio spectrum that is commonly referred to as "PCS". When       
implementing the PCS licensing scheme in the United States, the FCC adopted     
rules that granted a narrow category of entities, referred to as designated     
entities, the right to bid for and own C and F Block licenses. In order to      
continue expansion of service to VoiceStream customers, VoiceStream obtained    
49.9% minority interests in two joint ventures controlled by Cook Inlet Region, 
Inc., each of which is qualified through its subsidiaries to obtain C and F     
Block licenses that VoiceStream cannot directly obtain. Subsidiaries of one of  
the joint ventures have entered into agreements to acquire C and F Block        
licenses and a subsidiary of the other joint venture is participating in FCC    
Auction No. 35 of C and F Block licenses. Through reseller and other contractual
arrangements between VoiceStream and the two joint ventures, VoiceStream        
customers will be able to obtain service in the joint ventures' territories. In 
all markets where the joint ventures operate, VoiceStream will be at risk       
because Cook Inlet will be in control and can choose to operate independently of
VoiceStream. If these joint venture entities determine to operate independently,
VoiceStream's ability to compete on a national scale may be adversely affected. 

Like VoiceStream, Powertel did not qualify to obtain C and F Block    
licenses. In order to continue expansion of service to Powertel customers,      
Powertel has obtained a 49.9% minority interest in an affiliate of Eliska       
Wireless Ventures I, Inc., an entity that is qualified to hold licenses that    
Powertel could not directly obtain. Eliska Wireless holds C and F Block licenses
that it purchased from DiGiPH PCS, Inc. Powertel also has a creditor            
relationship with another Eliska Wireless entity, which holds two designated    
entity licenses. It is anticipated that Powertel customers, through reseller,   
roaming or other contractual arrangements between Powertel and the Eliska       
Wireless entities, will be able to obtain service in these markets. In all      
markets where these entities operate, Powertel is at risk because these entities
are in control and can choose to operate independently of Powertel. If these    
entities choose to operate                                                      

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independently, Powertel's ability to compete on a regional scale and            
VoiceStream's ability, following completion of the merger with Powertel, to     
compete on a national scale may be adversely affected.                          

VOICESTREAM OR JOINT VENTURES IN WHICH VOICESTREAM HOLDS AN INTEREST COULD LOSE 
LICENSES AS A RESULT OF COURT PROCEEDINGS, WHICH COULD ADVERSELY AFFECT         
VOICESTREAM'S ABILITY TO PROVIDE NATIONAL COVERAGE                              

    All of the C Block licenses controlled by VoiceStream could be affected by
U.S. AirWaves, Inc. v. FCC. U.S. AirWaves participated in the original C Block  
auction, which concluded on May 6, 1996, but withdrew after the bids exceeded   
the maximum prices it was willing to pay. U.S. AirWaves sought judicial review  
of two orders in the FCC's rulemaking proceeding on payment financing for PCS   
licenses: the Second Report and Order and the Order on Reconsideration of the   
Second Report and Order (WT Docket No. 97-82). These orders enabled initial C   
Block licensees to return licenses or modify the conditions of payment. The     
court consolidated into this case similar petitions filed by several other      
parties. On November 21, 2000, the U.S. Court of Appeals for the D.C. Circuit   
upheld the FCC's rulemaking proceeding. However, U.S. AirWaves may appeal the   
ruling. If the decision of the Court of Appeals is appealed and the appeal is   
successful, the orders could be reversed and affected licenses could be returned
to the FCC for reauction.                                                       

 Additionally, 25 C Block licenses controlled by VoiceStream 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 group of      
secured creditors of the debtors filed with the court a motion for              
reconsideration of the election order. The motion was denied, and the secured   
creditors appealed the denial to the United States District Court for the       
District of Maryland, Northern Division. The appeal of the election order is    
still pending but has been administratively stayed. Until the appeal is         
dismissed, there is uncertainty as to the status of these C Block licenses. 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 VoiceStream will be able to recoup any or all of the costs        
incurred by it in connection with the construction and development of systems   
related to such licenses.                                                       

  Finally, FCC Auction No. 35, in which VoiceStream and a joint venture in
which VoiceStream holds an interest participated, includes many licenses that   
are the subject of pending litigation by the original licensee, NextWave        
Communications, Inc. NextWave appealed to the U.S. Court of Appeals for the D.C.
Circuit the FCC's action cancelling NextWave's licenses and reclaiming the      
spectrum and continues to pursue its administrative remedies. There is no       
assurance that NextWave will not prevail in its lawsuit, and that the FCC will  
not be obligated to return the licenses to NextWave, even if VoiceStream or the 
joint venture in which VoiceStream holds an interest is awarded any of the      
licenses for which it was the highest bidder at auction.                        

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

CONCERNS OVER MEDIA REPORTS REGARDING THE EFFECT OF RADIO FREQUENCY EMISSIONS ON
MEDICAL DEVICES AND OTHER POTENTIAL NEGATIVE HEALTH EFFECTS RELATED TO THE USE  
OF WIRELESS HANDSETS MAY DISCOURAGE USE OF WIRELESS SERVICES AND ADVERSELY      
AFFECT VOICESTREAM'S 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, and at least one class action lawsuit has been filed in the U.S.    
against wireless service providers and handset manufacturers relating to these  
issues. Concerns over radio frequency emissions may discourage the use of       
wireless handsets, which would adversely affect VoiceStream's business. Some    
governments may propose legislation mandating health warnings pending the       
outcome of research concerning the health and safety risks of wireless handsets.

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     Negative findings of studies concerning health and safety risks of wireless
handsets could have an adverse effect on the wireless industry, VoiceStream's   
business, or the use of GSM wireless technology and could lead to governmental  
regulations that may have an adverse effect on VoiceStream's business. In       
addition, several states in the U.S. have proposed or enacted legislation that  
would limit or prohibit the use and/or possession of a mobile telephone while   
driving an automobile. If such legislation is adopted and strictly enforced, it 
may have an adverse effect on VoiceStream's business.                           

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FORWARD-LOOKING STATEMENTS

    This proxy statement/prospectus, and the documents we are incorporating by
reference, contain forward-looking statements about Deutsche Telekom,           
VoiceStream, Powertel and the combined companies, which we intend to be covered 
by the safe harbor for "forward-looking statements" provided by the Private     
Securities Litigation Reform Act of 1995. Any document we filed or will file    
with the SEC also may include forward-looking statements. Other written or oral 
forward-looking statements have been made and may in the future be made, from   
time to time, by or on behalf of Deutsche Telekom, VoiceStream and Powertel.    
Forward-looking statements are statements that are not historical facts, and    
include financial projections and estimates and their underlying assumptions;   
statements regarding plans, objectives and expectations with respect to future  
operations, products and services; the impact of regulatory initiatives on our  
operations; our share of new and existing markets; general industry and         
macroeconomic growth rates and our performance relative to them and statements  
regarding future performance. Forward-looking statements generally are          
identified by the words "expects", "anticipates", "believes", "intends",        
"estimates" and similar expressions.                                            

  The forward-looking statements in this proxy statement/prospectus and in
the documents incorporated by reference into this document are subject to       
various risks and uncertainties, most of which are difficult to predict and     
generally beyond the control of Deutsche Telekom, VoiceStream and Powertel.     
Accordingly, actual results of Deutsche Telekom following the Deutsche          
Telekom/VoiceStream and Deutsche Telekom/Powertel mergers or of VoiceStream     
following the VoiceStream/Powertel merger may differ materially from those      
expressed in, or implied by, the forward-looking statements. The risks and      
uncertainties to which forward-looking statements are subject include:          

- those we discuss under "Risk Factors Relating to the Deutsche       
      Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger" and
"Risk Factors Relating to the VoiceStream/Powertel Merger;"       

- those we discuss or identify in our public filings with the SEC;    

  - risks and uncertainties with respect to our expectations regarding the
    benefits anticipated from the Deutsche Telekom/VoiceStream merger, the
   Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger;

   - for the mergers involving Deutsche Telekom, effects of foreign exchange
rate fluctuations;                                                

     - level of demand for telecommunications services, including with regard to
 wireless telecommunications services, access lines, traffic and new
higher value products;                                            

- competitive forces, including pricing pressures, technological      
    developments, alternative routing developments and our ability to gain
     market share in new markets, including, among others, the United States
       in respect of Deutsche Telekom, and our ability to retain market share in
      existing markets in the face of competition from existing and new market
entrants;                                                         

     - for the mergers involving Deutsche Telekom, effects of Deutsche Telekom's
   tariff reduction initiatives, particularly in Deutsche Telekom's core
telephony business, but also with regard to many other areas;     

     - regulatory developments and changes, including with respect to the levels
     of tariffs, terms of interconnection, customer access and international
settlement arrangements;                                          

- outcome of litigation in which we are involved;                     

 - success of new business, operating and financial initiatives, many of
which involve start-up costs, and new systems and applications,   
particularly with regard to our integration of service offerings; 

 - VoiceStream's and Powertel's high level of debt, which may need to be
refinanced;                                                       

- ability to attract and retain qualified personnel;                  

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- product liability and other claims asserted against us;             

    - concerns over radio frequency emissions or other health and safety risks
related to the use of wireless handsets;                          

  - progress of our domestic and international investments, joint ventures
and alliances;                                                    

- impact of unusual items resulting from ongoing evaluations of our   
strategies;                                                       

  - availability, terms and deployment of capital, particularly in view of
our debt refinancing needs, including the possible refinancing of 
 VoiceStream's and Powertel's debt, and the impact of regulatory and
competitive developments on capital outlays;                      

- level of demand in the market for our shares and for shares of our  
subsidiaries, which can affect our acquisition strategies;        

- our ability to achieve cost savings and realize productivity        
improvements;                                                     

   - with respect to the mergers involving Deutsche Telekom, the development
of the German real estate market in view of Deutsche Telekom's    
substantial real estate portfolio, which had a book value of      
approximately 17.2 billion euros as of December 31, 1999; and     

- general economic conditions, government and regulatory policies, new
      legislation and business conditions in the markets we and our affiliates
serve.                                                            

The actual results, performance or achievement of Deutsche Telekom,   
VoiceStream, Powertel or the combined companies following the Deutsche          
Telekom/VoiceStream merger and the Deutsche Telekom/Powertel merger or following
the VoiceStream/Powertel merger could differ significantly from those expressed 
in, or implied by, our forward-looking statements. In addition, any of the      
events anticipated by our forward-looking statements might not occur, and if    
they do, we cannot predict what impact they might have on the results of        
operations and financial condition of Deutsche Telekom, VoiceStream, Powertel or
the combined companies following the Deutsche Telekom/VoiceStream merger and the
Deutsche Telekom/ Powertel merger or the VoiceStream/Powertel merger.           

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THE COMPANIES 

DEUTSCHE TELEKOM AG                                                             

    Deutsche Telekom is Europe's largest telecommunications company and one of
the largest telecommunications carriers worldwide based on 2000 revenues.       
Deutsche Telekom's revenues in 2000 were 40.9 billion euros. Deutsche Telekom   
offers its customers a complete range of fixed-line voice telephony products and
services through more than 49 million access lines as of December 31, 2000. As  
of December 31, 2000, through T-Mobile, Deutsche Telekom served approximately   
31.1 million mobile telephony customers in Europe through majority-controlled   
operations. Deutsche Telekom is a leading provider of high-speed digital access 
lines with, as of December 31, 2000, 600,000 digital service lines and 17.3     
million channels using the information transfer standard known as Integrated    
Services Digital Network. Deutsche Telekom is a leading provider of new         
asymmetric digital subscriber line services. In online services, T-Online is    
Europe's largest Internet provider with approximately 7.9 million subscribers as
of December 31, 2000.                                                           

    Deutsche Telekom's international portfolio of subsidiaries and investments
includes telecommunications companies active in the United Kingdom, France,     
Austria, Central and Eastern Europe, the United States and Asia.                

   Deutsche Telekom's strategic focus is on growth in four key areas: mobile
telecommunications, data/Internet Protocol/systems, consumer Internet services  
and access services. Deutsche Telekom intends to pursue growth in these areas   
aggressively, primarily through internal growth and acquisitions. In this       
regard, Deutsche Telekom's primary emphasis is on Europe and the United States, 
but Deutsche Telekom may pursue opportunities worldwide. Deutsche Telekom       
expects to expand its presence internationally. Deutsche Telekom believes that  
its advanced network and strategic focus position it well to take advantage of  
the technological convergence of telecommunications and information services.   

For a description of certain recent developments involving Deutsche   
Telekom, see Deutsche Telekom's reports filed with the SEC that are, or may in  
the future be, incorporated by reference herein as described under "Additional  
Information -- Where You Can Find More Information."                            

Deutsche Telekom's principal executive offices are located at         
Friedrich-Ebert-Allee 140 in 53113 Bonn, Germany, its telephone number is (011  
49) 228-181-88880. Deutsche Telekom maintains a website on the Internet at      
www.telekom.de/international, but the information found on its website is not   
part of this proxy statement/prospectus.                                        

VOICESTREAM WIRELESS CORPORATION                                                

  VoiceStream is a national provider of personal communications service in
the United States using GSM wireless technology. As of September 30, 2000,      
VoiceStream, together with joint ventures in which it holds interests, had      
licenses to provide service to over 220 million people and operating systems    
from New York to Hawaii, serving approximately 3.3 million subscribers.         
VoiceStream has licenses in 23 of the 25 largest markets in the United States.  
In addition, VoiceStream holds 49.9% minority interests in two joint ventures   
controlled by Cook Inlet Region, Inc., Cook Inlet/VS GSM IV PCS Holdings, LLC   
and Cook Inlet/VS GSM V PCS Holdings, LLC. Subsidiaries of these joint ventures 
are qualified to obtain C and F Block licenses that VoiceStream cannot obtain   
directly. Subsidiaries of Cook Inlet/VS GSM IV PCS Holdings have entered into   
agreements to acquire licenses in markets including Philadelphia, Pennsylvania; 
Las Vegas, Nevada; New Orleans, Louisiana; Battle Creek, Michigan; and Corpus   
Christi, Texas. In addition, a subsidiary of Cook Inlet/VS GSM V PCS Holdings   
participated in FCC Auction No. 35 to acquire C and F Block licenses and was the
highest bidder in 22 markets covering approximately 21 million people, at a cost
of $506,376,000.                                                                

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    VoiceStream was incorporated in June 1999 as a Delaware corporation to act
as the parent company for business combinations involving its predecessor, now  
named "VS Washington Corporation". Prior to May 3, 1999, VS Washington was an   
80.1%-owned subsidiary of Western Wireless Corporation. The remaining 19.9% was 
owned by Hutchison Telecommunications PCS (USA) Limited, a subsidiary of        
Hutchison Whampoa Limited, a Hong Kong company. On May 3, 1999, VS Washington   
was formally separated in a spin-off transaction from Western Wireless's other  
operations. In the first half of 2000, VoiceStream acquired Omnipoint           
Corporation and Aerial Communications, Inc., substantially increasing           
VoiceStream's geographic coverage.                                              

    For a description of certain recent development involving VoiceStream, see
VoiceStream's reports filed with the SEC that are, or may in the future be,     
incorporated by reference herein as described under "Additional                 
Information -- Where you Can Find More Information."                            

  VoiceStream's principal executive offices are located at 12920 SE 38(th)
Street, Bellevue, Washington 98006, its telephone number is (425) 378-4000.     
VoiceStream maintains a website on the Internet at www.voicestream.com, but the 
information found on its website is not part of this proxy statement/           
prospectus.                                                                     

POWERTEL, INC.                                                                  

Powertel is a provider of wireless telecommunications services in the 
southeastern United States. With licenses that cover over 24 million people,    
Powertel has one of the largest contiguous licensed PCS coverage areas in the   
southeastern United States. Powertel's licenses cover the major trading areas of
Atlanta, Georgia; Jacksonville, Florida; Memphis, Tennessee; Jackson,           
Mississippi; and Birmingham, Alabama; and 13 basic trading areas in Kentucky and
Tennessee. Powertel provides its services using GSM wireless technology.        

Powertel recently invested $125 million for a minority interest in an 
affiliate of Eliska Wireless Ventures I, Inc., which purchased the assets of    
DiGiPH PCS, a GSM-based provider that serves the Gulf Coast area of Alabama,    
Florida and Mississippi. These markets are contiguous with Powertel's existing  
markets. A portion of Powertel's business is now conducted through an affiliate 
of Eliska in which Powertel holds a non-controlling equity interest.            

  For a description of certain recent developments involving Powertel, see
Powertel's reports filed with the SEC that are, or may in the future be,        
incorporated by reference herein as described under "Additional                 
Information -- Where You Can Find More Information."                            

 Powertel was incorporated in 1991 as a Delaware corporation. Powertel's
principal executive offices are located at 1239 O.G. Skinner Drive, West Point, 
Georgia 31833, its telephone number is (706) 645-2000. Powertel maintains a     
website on the Internet at www.powertel.com, but the information found on its   
website is not part of this proxy statement/prospectus.                         

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THE VOICESTREAM SPECIAL MEETING 

GENERAL                                                                         

  The special meeting of stockholders of VoiceStream will be held on March
13, 2001, at 8:00 a.m., Pacific time, at the offices of VoiceStream Wireless    
Corporation, 12920 SE 38th Street, Bellevue, Washington 98006. At the           
VoiceStream special meeting, VoiceStream stockholders will consider and vote    
upon proposals to approve and adopt:                                            

   - the Agreement and Plan of Merger, dated as of July 23, 2000, as amended
and restated as of February 8, 2001, among Deutsche Telekom AG,   
   VoiceStream Wireless Corporation and a Delaware corporation formed by
      Deutsche Telekom, pursuant to which that corporation will be merged into
   VoiceStream, and VoiceStream will become a wholly-owned subsidiary of
Deutsche Telekom.                                                 

     - the Agreement and Plan of Reorganization, dated as of August 26, 2000, as
     amended and restated as of February 8, 2001, among VoiceStream Wireless
      Corporation, Powertel, Inc. and a wholly-owned subsidiary of VoiceStream
  and the transactions contemplated thereby, including the issuance of
  VoiceStream Common Shares to Powertel stockholders. Pursuant to that
     agreement, the VoiceStream subsidiary will be merged into Powertel, and
       Powertel will become a wholly-owned subsidiary of VoiceStream. The merger
     between VoiceStream and Powertel can occur only if the merger agreement
between VoiceStream and Deutsche Telekom is terminated.           

   If the Deutsche Telekom/VoiceStream merger is completed, VoiceStream will
become a wholly-owned subsidiary of Deutsche Telekom and the                    
VoiceStream/Powertel merger agreement will automatically terminate. If, however,
the Deutsche Telekom/VoiceStream merger agreement is terminated, the            
VoiceStream/Powertel merger may still be completed. Therefore, it is necessary  
for VoiceStream stockholders to vote on both the Deutsche Telekom/VoiceStream   
merger and the VoiceStream/Powertel merger, even though it is not possible for  
both mergers to be completed. We have attached copies of the Deutsche           
Telekom/VoiceStream and VoiceStream/Powertel merger agreements to this document 
as Annexes A and C, respectively.                                               

RECORD DATE; QUORUM                                                             

    Only holders of VoiceStream common shares and VoiceStream voting preferred
shares are entitled to vote on the mergers at the VoiceStream special meeting.  
The VoiceStream board of directors has fixed the close of business on January   
24, 2001 as the record date for the determination of the stockholders entitled  
to notice of, and to vote at, the VoiceStream special meeting. At the record    
date, there were outstanding 251,070,590 VoiceStream common shares held by      
approximately 2,075 VoiceStream stockholders of record, and 3,906,250           
VoiceStream voting preferred shares outstanding, all of which are held by       
Deutsche Telekom.                                                               

  The holders of a majority of the votes entitled to be cast in respect of
VoiceStream common shares and VoiceStream voting preferred shares outstanding at
the record date, represented in person or by proxy, will constitute a quorum for
purposes of the VoiceStream special meeting. A quorum is necessary to hold the  
VoiceStream special meeting. Any VoiceStream common shares held in treasury by  
VoiceStream or by any of its subsidiaries will not be counted for purposes of a 
quorum. Brokers and nominees are allowed to vote on the approval of either the  
Deutsche Telekom/VoiceStream merger or the VoiceStream/Powertel merger on behalf
of VoiceStream stockholders only if they receive instructions from such         
stockholder on how to vote, and VoiceStream shares that are not voted because   
brokers did not receive instructions are referred to as "broker non-votes."     
Abstentions and broker non-votes represented at the special meeting count as    
present for establishing a quorum. Once a VoiceStream share is represented at   
the VoiceStream special meeting, it will be counted for the purpose of          
determining a quorum at the VoiceStream special meeting and any adjournment of  
the VoiceStream special meeting unless the holder is present solely to object to
the VoiceStream special meeting. However, if a new record date is set for the   
adjourned VoiceStream special meeting, then a new quorum will have to be        
established.                                                                    

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REQUIRED VOTE                                                                   

The completion of the Deutsche Telekom/VoiceStream merger requires the
approval of the Deutsche Telekom/VoiceStream merger agreement by the affirmative
vote of the holders of a majority of the voting power of the outstanding        
VoiceStream common shares and VoiceStream voting preferred shares, voting       
together as a single class. The completion of the VoiceStream/Powertel merger   
requires the approval of the VoiceStream/Powertel merger agreement by a majority
of the votes cast at the VoiceStream special meeting by holders of VoiceStream  
common shares and VoiceStream voting preferred shares, voting together as a     
single class. Each VoiceStream common share and VoiceStream voting preferred    
share outstanding as of the close of business on the record date, January 24,   
2001, entitles the holder to one vote with respect to each merger to be voted   
upon at the VoiceStream special meeting. Because the vote to approve the        
Deutsche Telekom/VoiceStream merger is based on the number of VoiceStream shares
outstanding and entitled to vote rather than on the number of votes cast,       
failure to vote your VoiceStream shares is effectively a vote against approval  
of the Deutsche Telekom/VoiceStream merger. Similarly, abstentions and broker   
non-votes represented at the VoiceStream special meeting will have the same     
effect as votes against approval of the Deutsche Telekom/VoiceStream merger.    

You may vote your VoiceStream shares in either of two ways:           

- by completing and returning the accompanying proxy card; or         

 - by appearing and voting in person at the VoiceStream special meeting.

 At the record date, directors and executive officers of VoiceStream and
their associates and affiliates owned approximately 53.6% of the outstanding    
VoiceStream common shares.                                                      

AGREEMENTS TO VOTE IN FAVOR OF THE MERGERS                                      

 In connection with the Deutsche Telekom/VoiceStream merger, VoiceStream
stockholders who, in the aggregate, had sufficient voting power as of the       
VoiceStream record date to approve the Deutsche Telekom/VoiceStream merger      
entered into separate stockholder agreements with Deutsche Telekom whereby each 
of the stockholders has agreed to vote its VoiceStream common shares in favor of
the Deutsche Telekom/VoiceStream merger. See "Summary of the Deutsche           
Telekom/VoiceStream Transaction Documents -- Deutsche Telekom's Agreements with 
Stockholders of VoiceStream." In addition, the VoiceStream voting preferred     
shares held by Deutsche Telekom entitle Deutsche Telekom to cast approximately  
1.5% of the votes, and Deutsche Telekom intends to vote these shares in favor of
the Deutsche Telekom/VoiceStream merger. As a result, VoiceStream stockholder   
approval of the Deutsche Telekom/VoiceStream merger is assured.                 

In connection with the VoiceStream/Powertel merger, VoiceStream       
stockholders who, in the aggregate, had sufficient voting power as of the       
VoiceStream record date to approve the VoiceStream/Powertel merger entered into 
stockholder agreements with Powertel whereby each of the stockholders has agreed
to vote its VoiceStream common shares in favor of the VoiceStream/Powertel      
merger. See "Summary of Deutsche Telekom/Powertel and VoiceStream/Powertel      
Transaction Documents -- Powertel's Agreements with Stockholders of             
VoiceStream." As a result, VoiceStream stockholder approval of the              
VoiceStream/Powertel merger is assured.                                         

Deutsche Telekom has obtained all corporate and stockholder approvals 
necessary to complete the Deutsche Telekom/VoiceStream merger, other than       
ministerial actions to be taken in connection with the completion of the merger.

VOTING AND REVOCATION OF PROXIES                                                

  If you vote your VoiceStream common shares or voting preferred shares by
signing a proxy, your shares will be voted at the VoiceStream special meeting as
you indicate on your proxy card. If no instructions are indicated on your signed
proxy card, your VoiceStream common shares or voting preferred                  

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shares will be voted "FOR" the approval of both the Deutsche Telekom/VoiceStream
merger and the VoiceStream/Powertel merger.                                     

   You may revoke or change your proxy at any time before the proxy is voted
at the VoiceStream special meeting. A proxy may be revoked prior to the vote at 
the VoiceStream special meeting in any of the following ways:                   

- by submitting a written revocation to the Secretary of VoiceStream  
       Wireless Corporation at 12920 SE 38th Street, Bellevue, Washington 98006;

     - by submitting a new proxy dated after the date of the proxy that is being
revoked; or                                                       

- by voting in person at the VoiceStream special meeting.             

     However, simply attending the VoiceStream special meeting will not revoke a
proxy. If you do not hold your VoiceStream common shares in your own name, you  
may revoke or change a previously given proxy by following the instructions     
provided by the bank, broker or other party that is the registered owner of the 
shares.                                                                         

     The VoiceStream board of directors is not aware of any other business to be
brought before the VoiceStream special meeting. If, however, other matters are  
properly brought before the VoiceStream special meeting or any adjournment of   
the VoiceStream special meeting, the persons appointed as proxies will have     
discretionary authority to vote the shares represented by duly executed proxies 
in accordance with their discretion and judgment.                               

   DO NOT INCLUDE VOICESTREAM SHARE CERTIFICATES WHEN RETURNING THE ENCLOSED
PROXY CARD.                                                                     

ELECTION PROCEDURES                                                             

At least 45 days before the expected completion of the Deutsche       
Telekom/VoiceStream merger, we expect to mail to you a form with instructions   
for making your election of the consideration you prefer to receive in the      
Deutsche Telekom/VoiceStream merger and indicating whether you prefer to receive
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares and a letter of       
transmittal for surrendering your VoiceStream share certificates. To make an    
election, you will need to complete the form as instructed and send your        
VoiceStream share certificates with a completed letter of transmittal so that   
the escrow agent receives them no later than the election deadline, which is the
fifth business day before the completion of the Deutsche Telekom/VoiceStream    
merger. If you fail to make a valid election before the election deadline,      
including failing to send in your VoiceStream share certificates, you will      
receive the mixed consideration per VoiceStream common share of 3.2 Deutsche    
Telekom shares and $30 in cash, subject to a tax-related adjustment, and after  
we complete the Deutsche Telekom/VoiceStream merger, we will send you           
instructions explaining how to exchange your VoiceStream common share           
certificates for depositary receipts representing Deutsche Telekom ADSs and     
cash, or, if you elect, cash and certificates for Deutsche Telekom ordinary     
shares. We will make a public announcement of the election deadline at least    
five business days before that deadline.                                        

VoiceStream stockholders who hold VoiceStream common shares in "street
name" through a bank, broker or other financial institution should receive from 
that institution information about the procedures for making an election and    
exchanging that holder's shares for Deutsche Telekom ADSs or Deutsche Telekom   
ordinary shares.                                                                

SOLICITATION OF PROXIES                                                         

     VoiceStream is, and Deutsche Telekom may be, soliciting, and each will bear
its own cost of soliciting, proxies to vote on the mergers at the VoiceStream   
special meeting. Deutsche Telekom, VoiceStream and Powertel will share equally  
the amount of the expenses incurred in connection with the cost of printing and 
distributing this proxy statement/prospectus. Deutsche Telekom and VoiceStream  
will share equally the amount of the SEC filing fees incurred in connection with
registering the Deutsche Telekom ADSs and Deutsche Telekom ordinary shares      
issuable upon completion of the Deutsche                                        
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Telekom/VoiceStream merger. VoiceStream and Powertel will share equally the     
amount of the SEC filing fees incurred in connection with registering           
VoiceStream common shares issuable upon completion of the VoiceStream/Powertel  
merger. Officers, directors and employees of VoiceStream and Deutsche Telekom   
also may solicit proxies from VoiceStream stockholders by telephone, mail, the  
Internet or in person. However, they will not be paid for soliciting proxies.   
VoiceStream will make arrangements with brokerage houses and other custodians,  
nominees and fiduciaries to send the proxy materials to beneficial owners of    
VoiceStream shares, and VoiceStream will reimburse those brokerage houses and   
custodians for their reasonable expenses in doing so. MacKenzie Partners, Inc.  
has been retained by VoiceStream to assist in the solicitation of proxies, using
the means referred to above, and will receive fees of up to $6,000, plus        
reasonable out-of-pocket expenses.                                              

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THE POWERTEL SPECIAL MEETING

GENERAL                                                                         

   The special meeting of stockholders of Powertel will be held on March 13,
2001, at 11:00 a.m., Eastern time, at The Cotton Duck, 6101 20th Avenue, Valley,
Alabama 36854. At the Powertel special meeting, the Powertel stockholders will  
consider and vote upon proposals to approve and adopt:                          

    - the Agreement and Plan of Merger dated as of August 26, 2000, as amended
       and restated as of February 8, 2001, among Deutsche Telekom, Powertel and
       a Delaware corporation formed by Deutsche Telekom, pursuant to which that
  corporation will be merged into Powertel, and Powertel will become a
wholly-owned subsidiary of Deutsche Telekom; and                  

    - the Agreement and Plan of Reorganization dated as of August 26, 2000, as
      amended and restated as of February 8, 2001, among VoiceStream, Powertel
  and a wholly-owned subsidiary of VoiceStream, pursuant to which that
 subsidiary will be merged into Powertel, and Powertel will become a
wholly-owned subsidiary of VoiceStream.                           

  The Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger
are mutually exclusive. If the Deutsche Telekom/VoiceStream merger is completed,
then the VoiceStream/Powertel merger agreement will automatically terminate, and
Powertel is expected to merge with a Delaware corporation formed by Deutsche    
Telekom upon the terms set forth in the Deutsche Telekom/Powertel merger        
agreement. If, however, the Deutsche Telekom/VoiceStream merger agreement is    
terminated, the Deutsche Telekom/Powertel merger agreement will also terminate. 
In that case, Powertel is expected to merge with the wholly-owned subsidiary of 
VoiceStream upon the terms set forth in the VoiceStream/Powertel merger         
agreement. Therefore, it is necessary for Powertel stockholders to vote on both 
the Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger, even  
though it is not possible for both mergers to be completed. We have attached    
copies of the Deutsche Telekom/Powertel merger agreement and the                
VoiceStream/Powertel merger agreement to this proxy statement/prospectus as     
Annex B and Annex C, respectively.                                              

RECORD DATE; QUORUM                                                             

     Holders of Powertel common shares and preferred shares are entitled to vote
on the Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger at  
the Powertel special meeting. The Powertel board of directors has fixed the     
close of business on January 24, 2001 as the record date for the determination  
of the stockholders entitled to notice of, and to vote at, the Powertel special 
meeting. At the record date there were outstanding:                             

- 31,587,409 Powertel common shares held by approximately 281 Powertel
stockholders of record;                                           

- 100,000 Series A preferred shares, all of which are owned by Sonera 
Corporation;                                                      

- 100,000 Series B preferred shares, all of which are owned by SCANA  
Communications Holdings, Inc.;                                    

- 50,000 Series D preferred shares, all of which are owned by SCANA   
Communications Holdings, Inc.;                                    

- 50,000 Series E preferred shares, all of which are owned by SCANA   
Communications Holdings, Inc.; and                                

     - 50,000 Series F preferred shares, all of which are owned by ITC Wireless,
Inc.                                                              

   The holders of shares representing a majority of the votes entitled to be
cast with respect to the proposals at the record date, represented in person or 
by proxy, will constitute a quorum for purposes of the Powertel special meeting.
A quorum is necessary to hold the Powertel special meeting. Any Powertel common 
shares held in treasury by Powertel or by any of its subsidiaries will not be   
counted for purposes of a quorum. Brokers and nominees are allowed to vote on   
the approval of either the Deutsche Telekom/                                    
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Powertel merger or the VoiceStream/Powertel merger on behalf of Powertel        
stockholders only if they receive instructions from such stockholders on how to 
vote, and Powertel shares that are not voted because brokers did not receive    
instructions are referred to as "broker non-votes". Abstentions and broker non- 
votes represented at the special meeting count as present for establishing a    
quorum. Once a Powertel share is represented at the Powertel special meeting, it
will be counted for the purpose of determining a quorum at the Powertel special 
meeting and any adjournment of the Powertel special meeting, unless the holder  
is present solely to object to the Powertel special meeting. However, if a new  
record date is set for the adjourned Powertel special meeting, then a new quorum
will have to be established.                                                    

REQUIRED VOTE                                                                   

The completion of each of the Deutsche Telekom/Powertel merger and the
VoiceStream/Powertel merger requires the approval of the relevant merger        
agreement by the affirmative vote of the holders of:                            

    - a majority of the voting power of the outstanding Powertel common shares
 and Powertel Series A preferred shares, voting together as a single
class, with the Series A preferred shares voting on an            
as-converted-to-common shares basis; and                          

   - two-thirds of each of the Series A preferred shares, Series B preferred
       shares, Series D preferred shares, Series E preferred shares and Series F
preferred shares, each voting as a separate class.                

Each Powertel common share outstanding as of the close of business on January   
24, 2001 entitles the holder to one vote at the Powertel special meeting. Each  
Powertel Series A preferred share outstanding as of the close of business on    
January 24, 2001 entitles the holder to 46.26774 votes at the Powertel special  
meeting when voting together with the common shares on an as-converted-to-common
shares basis. Each Powertel preferred share is entitled to one vote when voting 
as a separate class. Because the vote is based on the number of Powertel shares 
outstanding rather than on the number of votes cast, failure to vote your shares
is effectively a vote against the mergers. In addition, abstentions and broker  
non-votes will have the same effect as votes against approval of the mergers.   

You may vote your shares in either of two ways:                       

- by completing and returning the accompanying proxy card; or         

- by appearing and voting in person at the Powertel special meeting.  

   At the Powertel record date, directors and executive officers of Powertel
and their respective affiliates beneficially owned approximately 47.7% of all   
the outstanding Powertel common shares, and Sonera Corporation beneficially     
owned an additional 12.8% of all the outstanding Powertel common shares. All of 
the outstanding Powertel preferred shares were held by the stockholders in the  
amounts set forth under "-- Record Date; Quorum."                               

AGREEMENTS TO VOTE IN FAVOR OF THE DEUTSCHE TELEKOM/POWERTEL MERGER             

  In connection with the execution of the Deutsche Telekom/Powertel merger
agreement, Powertel stockholders who, in the aggregate, had sufficient voting   
power as of the Powertel record date to approve the Deutsche Telekom/Powertel   
merger entered into stockholder agreements with Deutsche Telekom whereby each of
the stockholders has agreed to vote its Powertel shares in favor of the Deutsche
Telekom/Powertel merger. See "Summary of Deutsche Telekom/Powertel and          
VoiceStream/Powertel Transaction Documents -- Deutsche Telekom's Agreements with
Stockholders of Powertel." As a result, stockholder approval of the Deutsche    
Telekom/Powertel merger is assured.                                             

Deutsche Telekom has obtained all corporate and stockholder approvals 
necessary to complete the Deutsche Telekom/Powertel merger, other than          
ministerial actions to be taken in connection with the completion of the merger.

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AGREEMENTS TO VOTE IN FAVOR OF THE VOICESTREAM/POWERTEL MERGER                  

In connection with the execution of the VoiceStream/Powertel merger   
agreement, Powertel stockholders who, in the aggregate, had sufficient voting   
power as of the Powertel record date to approve the VoiceStream/Powertel merger 
entered into stockholder agreements with VoiceStream whereby each of the        
stockholders has agreed to vote its Powertel shares in favor of the             
VoiceStream/Powertel merger. See "Summary of Deutsche Telekom/Powertel and      
VoiceStream/Powertel Transaction Documents -- VoiceStream's Agreements with     
Stockholders of Powertel." As a result, stockholder approval of the             
VoiceStream/Powertel merger is assured.                                         

VOTING AND REVOCATION OF PROXIES                                                

 If you vote your Powertel common shares or Powertel preferred shares by
signing a proxy, your shares will be voted at the Powertel special meeting as   
you indicate on your proxy card. If no instructions are indicated on your signed
proxy card, your Powertel common shares or Powertel preferred shares will be    
voted "FOR" the adoption of the Deutsche Telekom/Powertel merger agreement and  
the VoiceStream/Powertel merger agreement.                                      

You may revoke your proxy at any time before the proxy is voted at the
Powertel special meeting. A proxy may be revoked prior to the vote at the       
Powertel special meeting in any of the following ways:                          

    - by submitting a written revocation to the Secretary of Powertel, Inc. at
1239 O.G. Skinner Drive, West Point, Georgia 31833;               

     - by submitting a new proxy dated after the date of the proxy that is being
revoked; or                                                       

- by voting in person at the Powertel special meeting.                

However, simply attending the Powertel special meeting will not revoke a proxy. 
If you do not hold your Powertel common shares or Powertel preferred shares in  
your own name, you may revoke a previously given proxy by following the         
revocation instructions provided by the bank, broker or other party that is the 
registered owner of the shares.                                                 

  The Powertel board of directors is not aware of any other business to be
brought before the Powertel special meeting. If, however, other matters are     
properly brought before the Powertel special meeting or any adjournment of the  
Powertel special meeting, the persons appointed as proxies will have            
discretionary authority to vote the Powertel shares represented by duly executed
proxies in accordance with their discretion and judgment.                       

DO NOT INCLUDE POWERTEL SHARE CERTIFICATES WHEN RETURNING THE ENCLOSED
PROXY CARD.                                                                     

     After the completion of the Deutsche Telekom/Powertel merger, Powertel will
mail to you a form with instructions for electing whether you prefer to receive 
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares and a letter of       
transmittal for surrendering your Powertel share certificates to Deutsche       
Telekom. You will need to send a completed letter of transmittal and Powertel   
share certificates representing your Powertel shares to the escrow agent for the
Deutsche Telekom/Powertel merger. If you make an election to receive Deutsche   
Telekom ordinary shares in connection with the Deutsche Telekom/Powertel merger,
you also will need to send a completed form of election.                        

  In the alternative, if the Deutsche Telekom/VoiceStream merger agreement
terminates and the VoiceStream/Powertel merger is completed, VoiceStream will   
promptly mail to you a form with instructions and a letter of transmittal for   
surrendering your Powertel share certificates to VoiceStream. You will need to  
send a completed letter of transmittal and Powertel share certificates          
representing your Powertel shares to the escrow agent for the                   
VoiceStream/Powertel merger.                                                    

   Powertel stockholders who hold Powertel shares in "street name" through a
bank, broker or other financial institution should receive from that institution
information about the procedures for making an election and exchanging that     
holder's shares for Deutsche Telekom ADSs or Deutsche Telekom ordinary shares,  
or if the Deutsche Telekom/VoiceStream merger agreement terminates and the      
VoiceStream/                                                                    

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Powertel merger is completed, information about the procedures for exchanging   
that holder's shares for VoiceStream common shares.                             

SOLICITATION OF PROXIES                                                         

  Powertel is, and Deutsche Telekom may be, soliciting, and each will bear
its own cost of soliciting, proxies to vote on the Deutsche Telekom/Powertel    
merger and the VoiceStream/Powertel merger at the Powertel special meeting.     
Deutsche Telekom, VoiceStream and Powertel will share equally the amount of     
expenses incurred in connection with the cost of printing and distributing this 
proxy statement/prospectus. Deutsche Telekom and Powertel will share equally the
amount of SEC filing fees incurred in connection with registering the Deutsche  
Telekom ADSs and Deutsche Telekom ordinary shares issuable upon completion of   
the Deutsche Telekom/Powertel merger. VoiceStream and Powertel will share       
equally the amount of SEC filing fees incurred in connection with registering   
the VoiceStream common shares issuable upon completion of the                   
VoiceStream/Powertel merger. Officers, directors and employees of Powertel and  
Deutsche Telekom also may solicit proxies from Powertel stockholders by         
telephone, mail, the Internet or in person. However, they will not be paid for  
soliciting proxies. Powertel will make arrangements with brokerage houses and   
other custodians, nominees and fiduciaries to send the proxy materials to       
beneficial owners of Powertel shares, and Powertel will reimburse those         
brokerage houses and custodians for their reasonable expenses in doing so.      
MacKenzie Partners, Inc. has been retained by Powertel to assist in the         
solicitation of proxies, using the means referred to above, and will receive    
fees of up to $7,500, plus reasonable out-of-pocket expenses.                   

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THE DEUTSCHE TELEKOM/VOICESTREAM MERGER 

BACKGROUND OF THE DEUTSCHE TELEKOM/VOICESTREAM MERGER                           

Deutsche Telekom -- General Background                                      

Deutsche Telekom has been seeking to expand internationally through   
acquisitions, investments and joint undertakings in the areas that are the four 
pillars of its growth strategy: mobile telecommunications, data/ Internet       
Protocol/systems, consumer Internet services and access services. Deutsche      
Telekom considers expansion of its international business to be an essential    
component of its overall business strategy. In particular, Deutsche Telekom has 
aimed to build on its strength in Europe and to expand its reach in the United  
States. From time to time, Deutsche Telekom has engaged and may continue to     
engage in discussions with other parties that may lead to one or more           
substantial cross-border acquisitions or business combinations. In that         
connection, Deutsche Telekom retained Donaldson, Lufkin & Jenrette and Dresdner 
Kleinwort Benson in November 1999 as financial advisors to advise it on         
acquisition alternatives in the U.S. wireless telecommunications industry. Over 
the next several months, Deutsche Telekom, with the aid of Donaldson, Lufkin &  
Jenrette and Dresdner Kleinwort Benson, explored several wireless opportunities 
in the United States, including an acquisition of VoiceStream. Among other      
things, Deutsche Telekom and its financial advisors analyzed the U.S. wireless  
market, possible valuations of VoiceStream and alternative transaction          
structures and considerations.                                                  

VoiceStream -- General Background                                           

  Following the spin-off of VoiceStream from Western Wireless in May 1999,
the VoiceStream board of directors has sought to expand the geographical scope  
of, and enhance the services provided by, its wireless business operations to   
enable VoiceStream to become a nationwide service provider and to compete       
effectively against larger wireless carriers. In the first half of 2000,        
VoiceStream acquired wireless carriers Omnipoint Corporation and Aerial         
Communications, Inc., received a $957 million investment from Hutchison Whampoa 
Ltd., a $500 million investment from Sonera Corporation, entered into a new     
$3.25 billion credit agreement and raised $1.46 billion in a high-yield debt    
offering.                                                                       

   As a result of these acquisitions and financing activities, by the end of
the first half of 2000, VoiceStream had become a national competitor in the U.S.
wireless telecommunications industry. VoiceStream's board of directors and      
management believed that VoiceStream's size and financial resources relative to 
other national competitors, and the conditions and trends in the                
telecommunications industry, including the ongoing consolidation of             
telecommunications companies both in the United States and globally, would      
require VoiceStream to continue to expand if VoiceStream were to remain a strong
competitor in the wireless telecommunications industry, and VoiceStream's board 
of directors and management understood that this expansion strategy would       
require VoiceStream to raise and spend billions of dollars in the future.       

On a number of occasions during the year 2000, VoiceStream received   
inquiries from U.S. and international communications companies expressing       
interest in an acquisition of all of VoiceStream or a significant minority      
investment in VoiceStream. In response to these inquiries and contacts,         
VoiceStream's management, together with Goldman, Sachs & Co., VoiceStream's     
financial advisor, held preliminary discussions with 10 parties who expressed   
interest in such possible transactions with VoiceStream. Of these parties, three
communications companies expressed interest in acquiring all of VoiceStream,    
including Deutsche Telekom and another party which submitted a preliminary      
acquisition proposal in July. In addition, VoiceStream also received written    
proposals from two international communications companies in addition to        
Deutsche Telekom that expressed an interest in acquiring a significant minority 
stake in VoiceStream. One of these parties, in addition to Deutsche Telekom,    
conducted due diligence with VoiceStream's management, and VoiceStream delivered
to such party drafts of agreements under which such investment would be made.   

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     As discussed under "-- Recommendation and Considerations of the VoiceStream
Board of Directors," the VoiceStream board determined that the Deutsche         
Telekom/VoiceStream merger, including the $5 billion equity investment by       
Deutsche Telekom which was agreed to at the time of signing of the Deutsche     
Telekom/ VoiceStream merger agreement, was the most desirable strategic         
alternative for VoiceStream as well as the most attractive transaction that was 
available.                                                                      

The Deutsche Telekom/VoiceStream Transaction                                

    On March 7, 2000, a representative of Donaldson, Lufkin & Jenrette, one of
Deutsche Telekom's financial advisors, contacted John W. Stanton, chairman and  
chief executive officer of VoiceStream, by telephone to inform Mr. Stanton that 
Deutsche Telekom was seeking to expand its telecommunications business into the 
United States and that Deutsche Telekom had an interest in acquiring VoiceStream
and to arrange a meeting between Mr. Stanton and Dr. Ron Sommer, chairman of    
Deutsche Telekom's management board. Mr. Stanton and Dr. Sommer, together with  
other representatives of VoiceStream and Deutsche Telekom, met in New York on   
March 13. At this meeting, the parties discussed the telecommunications industry
in general, and Deutsche Telekom indicated its interest in acquiring VoiceStream
to expand its wireless telecommunications business into the United States.      

On March 29, 2000, Mr. Stanton and Dr. Sommer, together with other    
representatives of VoiceStream and Deutsche Telekom, met again in New York. At  
this meeting, Deutsche Telekom indicated that it was considering making a       
proposal to acquire VoiceStream in a transaction in which stockholders of       
VoiceStream would receive shares of T-Mobile, which is the Deutsche Telekom     
subsidiary through which Deutsche Telekom conducts a substantial portion of its 
mobile telecommunications businesses. Mr. Stanton said that VoiceStream would   
not be willing to consider such a proposal, if made, in light of the absence of 
an existing public trading market for the shares of T-Mobile and a number of    
other contingencies and uncertainties surrounding T-Mobile.                     

   On June 1, 2000, in light of press reports concerning a possible minority
investment in VoiceStream by a third party, Donaldson, Lufkin & Jenrette        
contacted Goldman Sachs and VoiceStream to determine whether VoiceStream would  
consider a proposal by Deutsche Telekom for an acquisition of VoiceStream or an 
equity investment in VoiceStream. Goldman Sachs indicated that VoiceStream would
be willing to consider a written proposal from Deutsche Telekom, and requested  
that any such proposal be provided no later than early June because of the      
presence of other possible bidders. Later that day or the next, Dr. Sommer      
telephoned Mr. Stanton and informed him that Deutsche Telekom would like to     
continue discussions of a possible acquisition of VoiceStream by Deutsche       
Telekom. Mr. Stanton indicated that VoiceStream would be willing to consider a  
written proposal from Deutsche Telekom to acquire VoiceStream and requested that
such proposal be provided no later than early June.                             

     On June 6, 2000, Deutsche Telekom submitted a written, preliminary proposal
to acquire all of VoiceStream. The proposal contemplated the acquisition of     
VoiceStream solely for Deutsche Telekom ordinary shares at a fixed exchange     
ratio to be negotiated that would imply a price of between $170 and $190 per    
VoiceStream share.                                                              

  On June 12, 2000, Mr. Stanton sent a written reply to Deutsche Telekom's
proposal which stated that VoiceStream would be willing to consider an          
acquisition proposal for VoiceStream of at least $200 per VoiceStream common    
share provided that a significant component of the purchase price be paid in    
cash and that the proposal contain protection for VoiceStream stockholders if   
the price of Deutsche Telekom's shares declined. The reply indicated that       
VoiceStream would permit Deutsche Telekom to conduct limited due diligence if   
Deutsche Telekom believed it could raise the value of its proposal to at least  
$200 per VoiceStream common share.                                              

On June 15, 2000, Mr. Stanton and Dr. Sommer spoke by telephone and   
discussed terms of a potential transaction. Also on June 15, 2000,              
representatives of the two companies held a conference call in which the parties
agreed that VoiceStream would provide Deutsche Telekom with preliminary due     
diligence information. On June 21, 2000, Deutsche Telekom and VoiceStream       
entered into a non-disclosure agreement.                                        

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     On June 22, 2000, Deutsche Telekom submitted a revised written, preliminary
proposal to acquire VoiceStream, indicating that it would be willing to pay at  
least $200 per VoiceStream common share, with 10% of the consideration to be    
paid in cash and the balance to be paid in Deutsche Telekom shares. Deutsche    
Telekom's proposal stated that the share portion of the consideration would be  
subject to a collar that would provide VoiceStream stockholders with some value 
protection in the event of a decrease in the price of Deutsche Telekom's shares.
The proposal also indicated that, as part of any definitive agreement with      
VoiceStream, Deutsche Telekom would require VoiceStream's principal stockholders
representing more than 50% of VoiceStream's voting power on a fully diluted     
basis to agree to support the transaction and to restrict dispositions of the   
Deutsche Telekom shares they would receive in the transaction for a period of at
least six months after the completion of the transaction.                       

  On June 22, 2000, Mr. Stanton sent a written reply to Dr. Sommer and Mr.
Jeffrey Hedberg, a member of the Deutsche Telekom management board, raising a   
number of business issues with respect to Deutsche Telekom's proposal and       
scheduling due diligence meetings in Seattle, Washington commencing June 27. Mr.
Stanton requested that Deutsche Telekom be prepared to make a definitive        
proposal by July 5.                                                             

    On June 27 through June 29, 2000, Deutsche Telekom and its representatives
met in Seattle, Washington with senior members of VoiceStream's management and  
conducted a due diligence review of VoiceStream's business, operations,         
properties and finances. The parties discussed the terms of a separate          
significant investment by Deutsche Telekom in VoiceStream.                      

On July 5, 2000, Deutsche Telekom delivered to VoiceStream a written  
acquisition proposal, including a draft merger agreement and draft agreement to 
be entered into by VoiceStream's major stockholders. Deutsche Telekom's proposal
was to acquire all of the outstanding shares of VoiceStream for a combination   
per VoiceStream common share of $10 in cash and Deutsche Telekom shares having  
an anticipated value of $190. The proposal contained a collar designed to       
provide that the portion of the consideration payable in Deutsche Telekom shares
would have a value of $190 as long as the trading price of Deutsche Telekom     
ordinary shares were in the range of 54 euros to 69 euros. If the trading price 
of Deutsche Telekom ordinary shares were below that range, a maximum agreed     
fixed exchange ratio would apply and the trading value of the consideration     
payable in Deutsche Telekom shares would be less than $190. Conversely, if the  
trading price of Deutsche Telekom shares were above the range, a minimum fixed  
exchange ratio would apply and the trading value of the Deutsche Telekom shares 
would exceed $190. Deutsche Telekom also proposed to invest $5 billion in       
VoiceStream on terms that Deutsche Telekom believed to be customary for         
strategic investments of this kind, but which VoiceStream believed would have   
the effect of significantly limiting VoiceStream's ability to use the funds     
unless Deutsche Telekom specifically approved. The form of stockholders         
agreement included as part of the proposal would obligate VoiceStream's         
principal stockholders to vote for the transaction at the VoiceStream special   
meeting and not to transfer any VoiceStream common shares or Deutsche Telekom   
shares prior to six months after the completion of the Deutsche                 
Telekom/VoiceStream merger.                                                     

  On July 7, 2000, Mr. Stanton responded to Deutsche Telekom's proposal of
July 5, requesting revisions to various business terms proposed by Deutsche     
Telekom and suggesting that negotiations commence the following week among the  
principals and their outside financial advisors. The parties agreed to meet in  
New York on Monday, July 10 to discuss Deutsche Telekom's acquisition proposal. 

On July 7, 2000, VoiceStream received an indication of interest from a
non-U.S. wireless company to combine with VoiceStream. The indication of        
interest said that the third party was prepared to consider offering $160 to    
$180 per VoiceStream common share but did not propose a specific transaction    
structure and indicated that the timing of any transaction and the form of      
consideration could be affected by other strategic transactions involving the   
third party. The third party indicated that, as an alternative, it would also   
consider making an investment in VoiceStream of between $5 billion and $8       
billion as the first stage of a transaction that would result in the acquisition
of all of VoiceStream.                                                          

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On July 9, 2000, VoiceStream informed the third party that VoiceStream
would be willing to consider an acquisition proposal by such third party only if
its stockholders were to receive consideration of at least $200 per VoiceStream 
common share.                                                                   

 On July 10, 2000, Mr. Stanton and other members of VoiceStream's senior
management and representatives of VoiceStream's financial advisor met with      
members of Deutsche Telekom's management and representatives of its financial   
advisor in New York to discuss the terms proposed by Deutsche Telekom and       
modifications of such terms. At this meeting the parties discussed major terms  
of a transaction, including financial terms, structure, tax considerations,     
retention of VoiceStream's management and employees after the Deutsche          
Telekom/VoiceStream merger and the portion of the purchase price that would be  
payable to VoiceStream stockholders in cash. The parties also discussed an      
investment by Deutsche Telekom in VoiceStream to be made prior to the completion
of a merger between the parties, the impact of the acquisition of VoiceStream on
Deutsche Telekom's plans for its mobile telecommunications subsidiary, T-Mobile,
and representation of VoiceStream on the supervisory and management boards of   
Deutsche Telekom and T-Mobile.                                                  

   During the period from July 12 to July 14, 2000, members of VoiceStream's
and Deutsche Telekom's respective managements and their respective financial    
advisors met daily at Sun Valley, Idaho and continued to discuss a potential    
transaction. On July 14, 2000, Deutsche Telekom and VoiceStream reached         
agreement on the Deutsche Telekom/VoiceStream merger consideration per          
VoiceStream share by raising the cash portion to $30 and fixing the exchange    
ratio at 3.2 Deutsche Telekom shares, implying a value of about $205 per        
VoiceStream common share, based on the closing price of Deutsche Telekom ADSs on
July 13, 2000. This agreement was subject to mutually satisfactory negotiation  
of the other terms of the Deutsche Telekom/ VoiceStream merger agreement, the   
agreements to be entered into by VoiceStream's principal stockholders and of a  
significant investment by Deutsche Telekom in VoiceStream. In regard to the     
investment, Deutsche Telekom and VoiceStream agreed that Deutsche Telekom would 
invest $5 billion in a VoiceStream security that would be convertible into      
VoiceStream common shares at a conversion price of $160 per VoiceStream common  
share and having other terms which were to be negotiated. Deutsche Telekom said 
that obtaining agreements from VoiceStream's stockholders representing in the   
aggregate more than 50% of the voting power of VoiceStream would be a condition 
to Deutsche Telekom's participation in the transaction.                         

     On July 19, 2000, VoiceStream's representatives were contacted by telephone
by representatives of the financial advisors for the third party which had      
submitted the written indication of interest on July 7, 2000. The               
representatives indicated by phone that the third party would consider making a 
proposal to acquire VoiceStream at a value in the range of $200 per VoiceStream 
common share. Such representatives also stated that the third party would       
require a period of several weeks to conduct due diligence of VoiceStream and   
that the timing of a transaction could be delayed by other strategic            
transactions involving the third party.                                         

During the period between July 14 and July 23, 2000, members of       
VoiceStream's and Deutsche Telekom's respective senior management and their     
respective legal and financial advisors held continuous meetings in New York to 
negotiate the terms and conditions of the Deutsche Telekom/VoiceStream merger   
agreement, the $5 billion investment by Deutsche Telekom in VoiceStream and     
related agreements between the parties. Representatives of Deutsche Telekom held
discussions with members of senior management of VoiceStream regarding the      
retention of senior management and other employees of VoiceStream by Deutsche   
Telekom after the completion of the Deutsche Telekom/VoiceStream merger and the 
terms of such retention arrangements. Discussions also continued between        
VoiceStream and Deutsche Telekom and VoiceStream's major stockholders with      
respect to the terms of the proposed stockholders agreements between Deutsche   
Telekom and the major stockholders of VoiceStream.                              

On July 18, 2000, VoiceStream convened a meeting of its board. At this
meeting, the VoiceStream board received an update from VoiceStream's management 
and its financial and legal advisors on the status of the negotiations with     
Deutsche Telekom and with the third party that had submitted the proposal on    
July 7, 2000. The VoiceStream board also reviewed the history and status of the 
various proposals                                                               

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which had been made to VoiceStream for an acquisition or significant minority   
investment. Based on concerns about the timing, feasibility, structure and value
which might be realized in a transaction with the third party, and noting the   
contingent nature of the third party's preliminary proposal, the VoiceStream    
board instructed management to focus its efforts on a transaction with Deutsche 
Telekom and to convey its concerns to the third party. The VoiceStream board    
meeting was adjourned until July 21, 2000.                                      

  On July 21, 2000, the VoiceStream board continued to review the proposed
Deutsche Telekom/VoiceStream merger and VoiceStream's other strategic           
alternatives. Representatives of VoiceStream's management and VoiceStream's     
financial and legal advisors made presentations regarding the various strategic 
alternatives available to VoiceStream, including:                               

     - continuing as an independent entity and entering into strategic financing
    or business arrangements with other industry participants or financing
       sources that would assist VoiceStream in financing its business strategy;

- pursuing one or more significant acquisitions of other wireless     
telecommunications companies; and                                 

     - entering into a combination with Deutsche Telekom or the third party that
had submitted the preliminary proposal on July 7, 2000, as orally 
modified by its financial advisors on July 19, 2000.              

 VoiceStream's management and advisors then reviewed for the VoiceStream
board the status of the negotiations with Deutsche Telekom and the business and 
strategic rationale for the proposed Deutsche Telekom/VoiceStream merger        
transaction, and VoiceStream's legal counsel discussed certain legal            
considerations relating to the proposed transactions. VoiceStream's management  
and advisors also reviewed, among other things, the matters set forth under     
"Risk Factors Relating to the Deutsche Telekom/VoiceStream Merger and the       
Deutsche Telekom/Powertel Merger," "-- Deutsche Telekom's Reasons for the       
Deutsche Telekom/VoiceStream Merger" and "-- Recommendation and Considerations  
of the VoiceStream Board of Directors," as well as the provisions contained in  
the draft Deutsche Telekom/VoiceStream merger agreement and the related         
documents, including the various stockholders agreements in which VoiceStream   
stockholders owning in the aggregate more than 50% of the voting power of       
VoiceStream would agree to vote for the Deutsche Telekom/VoiceStream merger and 
not to transfer their shares of VoiceStream or Deutsche Telekom for certain     
specified periods. Goldman Sachs made presentations to the VoiceStream board    
concerning financial aspects of the proposed Deutsche Telekom/VoiceStream merger
and discussed financial aspects of the various strategic alternatives available 
to VoiceStream. The VoiceStream board meeting was again adjourned until July 23,
2000.                                                                           

Deutsche Telekom's management board discussed a potential acquisition 
transaction involving VoiceStream and a minority investment in VoiceStream on   
various occasions at regularly scheduled meetings during the period from March  
through July 2000. On July 23, 2000, Deutsche Telekom's supervisory board met in
Bonn, Germany to consider the proposed transactions. At this meeting, the       
supervisory board approved and authorized the execution of the Deutsche         
Telekom/VoiceStream merger agreement and the agreements providing for Deutsche  
Telekom's $5 billion investment in VoiceStream, subject to finalization by the  
parties' management and respective legal advisors.                              

Also on July 23, 2000, the VoiceStream board continued to review and  
consider the proposed merger with Deutsche Telekom. VoiceStream's management and
financial and legal advisors reviewed the terms of the Deutsche                 
Telekom/VoiceStream merger agreement and described the resolution of all        
significant open issues between VoiceStream and Deutsche Telekom.               
Representatives of Goldman Sachs confirmed the financial analyses presented on  
July 21 and then delivered Goldman Sachs' oral opinion, later confirmed in      
writing, that as of the date of that opinion, the merger consideration in       
aggregate to be received by holders of VoiceStream common shares was fair from a
financial point of view to those holders of VoiceStream common shares. Following
further discussion and consideration, the VoiceStream board, with one director  
not present, unanimously approved and authorized the execution of the Deutsche  
Telekom/VoiceStream merger agreement and the agreements providing for Deutsche  
Telekom's $5 billion investment in VoiceStream on the terms discussed at the    
VoiceStream board meeting, subject to finalization by the parties' management   
and respective legal advisors.                                                  

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In the evening of July 23, representatives of Deutsche Telekom's and  
VoiceStream's respective management and legal advisors completed the definitive 
Deutsche Telekom/VoiceStream merger agreement, stockholder agreements,          
investment agreement and related documents, and thereafter the parties executed 
those documents, and Deutsche Telekom and VoiceStream's principal stockholders  
entered into the stockholder agreements.                                        

 On July 24, 2000, Deutsche Telekom and VoiceStream issued a joint press
release announcing the transaction.                                             

On February 8, 2001, with the approval of the VoiceStream board of    
directors and the Deutsche Telekom management and supervisory boards, Deutsche  
Telekom and VoiceStream agreed to amend the Deutsche Telekom/VoiceStream merger 
agreement to provide, among other things, that the Deutsche Telekom/VoiceStream 
merger will not be completed before May 31, 2001, which is the second day after 
the expected record date for determining which Deutsche Telekom shareholders    
will be entitled to receive Deutsche Telekom's annual dividend in respect of    
fiscal year 2000. In connection with this agreement, the parties agreed that    
VoiceStream would be permitted to pay a stock dividend to its stockholders      
before completion of the Deutsche Telekom/VoiceStream merger of 0.0075 of a     
VoiceStream common share for each VoiceStream share outstanding. This dividend  
will have the effect of increasing by 0.75% the number of shares owned by       
VoiceStream stockholders and, accordingly, the aggregate amount of cash and     
Deutsche Telekom shares to be received by VoiceStream stockholders in the       
Deutsche Telekom/ VoiceStream merger. The parties further agreed that if all of 
the conditions to completion of the Deutsche Telekom/VoiceStream merger are     
satisfied or waived in accordance with the merger agreement as of a date that is
earlier than May 31, 2001, including the condition that no material adverse     
effect on VoiceStream shall have occurred, then after that earlier date Deutsche
Telekom will no longer have the ability to terminate the merger agreement       
because of any material adverse effect on, or a material inaccuracy in, a       
representation or warranty of VoiceStream.                                      

DEUTSCHE TELEKOM'S REASONS FOR THE DEUTSCHE TELEKOM/VOICESTREAM MERGER          

Deutsche Telekom believes that the addition of VoiceStream to Deutsche
Telekom's mobile telephony operations will make Deutsche Telekom a more         
competitive telecommunications company with greater prospects for growth than   
either Deutsche Telekom or VoiceStream would have on its own, and will generate 
significant opportunities to deliver greater value to Deutsche Telekom          
shareholders, including former VoiceStream stockholders after the Deutsche      
Telekom/VoiceStream merger. Deutsche Telekom believes that VoiceStream provides 
it with a strong entry opportunity into the U.S. wireless telecommunications    
market, based on the same GSM wireless technology employed by Deutsche Telekom, 
and believes that Deutsche Telekom will provide VoiceStream with the necessary  
capital resources, technology expertise and global reach to provide             
cost-competitive service and accelerate the introduction of next-generation     
voice and data services in the United States.                                   

High-Growth U.S. Wireless Telecommunications Industry                       

 Deutsche Telekom's objective is to become a global player in four major
telecommunications segments: mobile telecommunications, data/Internet           
Protocol/systems, consumer Internet services and network access services. The   
U.S. telecommunications industry is the world's largest and its wireless        
telecommunications sector, which is its most significant growth area, is one of 
the most attractive wireless markets globally. Deutsche Telekom believes that   
the U.S. wireless telecommunications sector has significant growth potential and
that the combined company will be well positioned to take advantage of this     
opportunity.                                                                    

VoiceStream's Licenses and Potential Customers                              

     VoiceStream's licenses enable it to operate in 23 of the 25 largest markets
in the United States in terms of persons in a geographic area, which in this    
document we refer to as "POPs". VoiceStream's                                   

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licenses cover 220 million potential customers and VoiceStream's current network
coverage enables access to approximately 100 million potential customers.       
VoiceStream expects its network coverage to increase by an additional 20 million
customers during 2001. Access to these customers is a key factor in realizing   
the potential of the wireless telecommunications business. Deutsche Telekom     
believes that these capabilities will enable it to implement its objective of   
becoming a global player in this market.                                        

First Transatlantic Wireless Operator Utilizing the GSM Wireless Technology 
Standard                                                                        

Deutsche Telekom and VoiceStream have compatible network platforms    
utilizing GSM wireless technology, which is the established standard in most    
countries outside the United States. VoiceStream is the only U.S. wireless      
telecommunications provider with a national GSM wireless technology network. The
combination of Deutsche Telekom and VoiceStream will create the first           
transatlantic wireless operator utilizing GSM wireless technology. Together,    
Deutsche Telekom and VoiceStream will offer seamless services over a common     
technology platform and provide customer-friendly features, such as global      
roaming, unified billing and worldwide customer service. Deutsche Telekom       
believes that these services, which currently are not offered in this form by   
any other U.S. provider, will give the combined company a competitive edge in   
the U.S. wireless telecommunications industry. The combined company will be,    
after the combination, the number one global GSM wireless telecommunications    
operator in terms of POPs with approximately 375 million POPs. If the Deutsche  
Telekom/VoiceStream merger and the Deutsche Telekom/Powertel merger had been    
completed on September 30, 2000, the combined company would have been, as of    
that date, the number two provider of global GSM wireless technology in terms of
number of subscribers.                                                          

VoiceStream's Management                                                    

  VoiceStream's senior executive team, which has substantial experience in
the industry, has agreed to fully support the Deutsche Telekom/VoiceStream      
merger and the integration with Deutsche Telekom and is expected to lead        
Deutsche Telekom's wireless telecommunications activities in the U.S. market.   

Other Factors                                                               

 Deutsche Telekom also has considered the following potentially negative
factors associated with the Deutsche Telekom/VoiceStream merger:                

-  The risks described under "Risk Factors Relating to the Deutsche   
       Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger" as
they apply to VoiceStream.                                      

 -  The relatively small current market share of VoiceStream in the U.S.
mobile telecommunications market.                               

    -  The substantial operating losses and negative cash flow from operations
incurred by VoiceStream to date and expected to be incurred by  
VoiceStream in the future.                                      

    -  The substantial capital expenditures likely to be required to build out
       VoiceStream's mobile network and to market and distribute VoiceStream's
        mobile services in the U.S., including the uncertainties associated with
       potential auctions of additional FCC licenses, both as to the timing of
        such auctions and the financial obligations to be incurred in connection
with any successful bids.                                       

     -  The risk that, if the Deutsche Telekom/VoiceStream merger were not to be
        completed, Deutsche Telekom would retain a $5 billion minority financial
     investment in VoiceStream that would not provide it with control over
VoiceStream's operations.                                       

RECOMMENDATION AND CONSIDERATIONS OF THE VOICESTREAM BOARD OF DIRECTORS         

    On July 23, 2000, the board of directors of VoiceStream, by unanimous vote
of all of the directors present, with one director absent, determined the       
Deutsche Telekom/VoiceStream merger and the other transactions contemplated by  
the Deutsche Telekom/VoiceStream merger agreement to be advisable, fair to and  
in the best interests of VoiceStream and its stockholders, approved and adopted 
the Deutsche                                                                    

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Telekom/VoiceStream merger agreement and recommended that the stockholders of   
VoiceStream vote for approval and adoption of the Deutsche Telekom/VoiceStream  
merger agreement. THE VOICESTREAM BOARD CONTINUES TO RECOMMEND THAT THE         
STOCKHOLDERS OF VOICESTREAM VOTE "FOR" APPROVAL AND ADOPTION OF THE DEUTSCHE    
TELEKOM/VOICESTREAM MERGER AGREEMENT AT THE VOICESTREAM SPECIAL MEETING.        

In the course of reaching its decision to adopt the Deutsche          
Telekom/VoiceStream merger agreement, the VoiceStream board consulted with      
management, as well as with its outside legal counsel and financial advisors,   
and considered the following material factors:                                  

 - Financial Terms -- Premium Valuation; Continuing Interest in Combined
Company.  The VoiceStream board noted that:                       

     -- Based on the closing market price of Deutsche Telekom ordinary
         shares on the last trading day prior to the announcement of the
         Deutsche Telekom/VoiceStream merger, the per share value of the
         Deutsche Telekom/VoiceStream merger consideration represented a
premium of approximately:                             

            (1) 31% over the closing price of VoiceStream common shares on the
             last trading day prior to the VoiceStream board's approval;

             (2) 57% over the closing price of VoiceStream common shares on July
           10, 2000, the last date prior to public reports of merger
           discussions between Deutsche Telekom and VoiceStream; and

        (3) 58% and 96% over the average closing prices of VoiceStream
                 common shares for the three and six month periods leading up to
             the announcement of the Deutsche Telekom/VoiceStream merger
agreement, respectively; and                  

    -- The stock portion of the aggregate merger consideration, even
           without considering the $30 per share in cash, would be received by
       VoiceStream stockholders at a significant premium to historical
          ratios of the relative trading prices of Deutsche Telekom ordinary
          shares and VoiceStream common shares. As a result, the VoiceStream
       stockholders would obtain a continuing interest in the Deutsche
Telekom/VoiceStream combined company on favorable terms.

- Alternatives to the Merger.  VoiceStream had considered a number of 
strategic alternatives and concluded that the Deutsche            
 Telekom/VoiceStream merger represented the most desirable strategic
     alternative for VoiceStream, as well as the most attractive opportunity
   that was available to VoiceStream and its stockholders. Specifically:

          -- The VoiceStream board believed that in order to compete effectively
             in the wireless telecommunications industry, VoiceStream would need
        to continue its strategy of expanding its geographic coverage,
            including by acquiring spectrum licenses, building out its network
          in areas where it held licenses and growing its subscriber base.
     The VoiceStream board considered that this strategy entails
  considerable risk and would require VoiceStream to raise
significant amounts of new debt and equity capital;   

      -- The VoiceStream board considered various strategic alternatives
available to VoiceStream, including:                  

             (1) continuing as an independent entity and entering into strategic
        financing or business arrangements with other industry
                 participants or financing sources that would assist VoiceStream
in financing its business strategy;           

             (2) pursuing one or more significant acquisitions of other wireless
communications companies; and                 

           (3) entering into a combination with or being acquired by a major
              telecommunications company of national or global scale, or a
company in another industry;                  

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        -- VoiceStream's directors and management investigated and discussed
           these strategic alternatives over a period of months, and, during
         this period, were in contact with and/or engaged in discussions
             with numerous other parties interested in acquiring, being acquired
   by, or engaging in a strategic or financial alliance with
        VoiceStream, as discussed under "-- Background of the Deutsche
Telekom/VoiceStream Merger;" and                      

    -- The possibility of a combination between Deutsche Telekom and
            VoiceStream received substantial publicity commencing at least two
     weeks before Deutsche Telekom and VoiceStream announced the
     Deutsche Telekom/VoiceStream merger, and earlier a possible
             strategic investment in VoiceStream was the subject of considerable
       publicity. Notwithstanding the investigations and discussions
          described above, and despite the publicity, only one other party
     indicated an interest in engaging in a business combination
          transaction at a value to VoiceStream stockholders comparable to
             that offered by Deutsche Telekom. The preliminary proposal from the
           third party was not a firm proposal, did not offer the assurances
             of value or completion offered by Deutsche Telekom, and was subject
to a due diligence contingency.                       

 - Opinion of Financial Advisor.  Goldman Sachs, VoiceStream's financial
       advisor, made presentations to the VoiceStream board concerning financial
    aspects of the proposed Deutsche Telekom/VoiceStream merger and of the
    various strategic alternatives available to VoiceStream, and delivered
       its oral opinion, later confirmed in writing, that as of the date of that
      opinion, the merger consideration in aggregate to be received by holders
     of VoiceStream common shares was fair from a financial point of view to
those holders of VoiceStream common shares.                       

    - $5 Billion Investment by Deutsche Telekom.  The VoiceStream board viewed
favorably Deutsche Telekom's willingness to invest $5 billion in  
    VoiceStream convertible preferred shares at an effective price of $160
per VoiceStream common share irrespective of whether the Deutsche 
    Telekom/ VoiceStream merger were completed. This investment, which was
  completed on September 6, 2000, will help VoiceStream to finance its
  existing business strategy in the near term, including the potential
acquisition of spectrum licenses.                                 

- Complementary Strategies and Technologies.  The VoiceStream board   
  believed that there is a strong strategic and technology fit between
       Deutsche Telekom's and VoiceStream's mobile communications businesses and
operations. In particular, the VoiceStream board noted that:      

          -- VoiceStream's and Deutsche Telekom's mobile communications services
          are based on compatible network platforms utilizing GSM wireless
         technology, which is the established standard in most countries
outside the United States; and                        

         -- VoiceStream is the only U.S. wireless communications provider with
a nationwide GSM network.                             

- New Opportunities for Growth.  The VoiceStream board believed that  
  combining VoiceStream's and Deutsche Telekom's mobile communications
 businesses will create growth opportunities not available to either
    company without the Deutsche Telekom/VoiceStream merger. These include
the opportunities:                                                

 -- to offer seamless services on a global basis over a common
             technology platform and to provide services such as global roaming,
unified billing and worldwide customer service;       

    -- accelerate the introduction by VoiceStream of next-generation
       wireless voice and data services, such as mobile Internet and
multimedia applications; and                          

       -- to use Deutsche Telekom's greater financial resources to finance
           VoiceStream's growth-focused business strategy, which is expected
      to require significant capital commitments in the near term.

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  The VoiceStream board observed that these opportunities could enable the
 combined company to grow more quickly and beyond the levels VoiceStream
could be expected to achieve without the Deutsche Telekom/VoiceStream 
merger.                                                               

     - Likelihood of Completion.  The VoiceStream board believed that the nature
  and relatively limited number of conditions to the completion of the
Deutsche Telekom/VoiceStream merger, and the strength of Deutsche 
   Telekom's obligations to fulfill those conditions, would increase the
likelihood that the Deutsche Telekom/VoiceStream merger will be   
completed.                                                        

- Tax-Free Treatment.  It is expected that the portion of the merger  
     consideration to be received by VoiceStream stockholders in the form of
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares will be 
  tax-free to those stockholders for U.S. federal income tax purposes,
     although the VoiceStream board also considered that the cash portion of
    the Deutsche Telekom/VoiceStream merger consideration would be taxable
    for U.S. federal income tax purposes. See "U.S. Federal and German Tax
Consequences."                                                    

  The VoiceStream board also considered the following potentially negative
factors associated with the Deutsche Telekom merger:                            

- the risks described under "Risk Factors Relating to the Deutsche    
   Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger;"

- that legislation had been proposed in the U.S. Congress which, if   
  enacted, would have prevented the FCC from approving the transfer of
    wireless licenses to an entity of which a foreign government owns more
  than 25 percent and would have had the effect of preventing the U.S.
 regulatory approvals necessary for the Deutsche Telekom/VoiceStream
merger, and the risk that there may be other legislation or other 
    political or regulatory opposition to the Deutsche Telekom/VoiceStream
merger that could delay, impede or prohibit the Deutsche          
Telekom/VoiceStream merger, as discussed under "Regulatory        
Approvals -- Regulatory Approvals Required for the Deutsche       
   Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger;"

     - that (1) the Deutsche Telekom/VoiceStream merger agreement is required to
      be submitted to the stockholders even if the VoiceStream board withdraws
       or changes its recommendation that VoiceStream stockholders vote in favor
     of the merger; and (2) because VoiceStream stockholders representing in
excess of 50% of the outstanding voting power would enter into    
     stockholder agreements with Deutsche Telekom contemporaneously with the
     signing of the Deutsche Telekom/VoiceStream merger agreement, and would
      agree to vote their shares in favor of the merger agreement, stockholder
     approval of the merger is assured even if the VoiceStream board were to
withdraw or change its recommendation.                            

      These facts would likely discourage other potentially interested third
parties from proposing an alternative or superior transaction to
   VoiceStream and would prevent VoiceStream from engaging in any such
transaction if proposed;                                        

- that Deutsche Telekom ordinary shares and Deutsche Telekom ADSs have
experienced substantial price volatility in the past year;        

    - the risk that because the exchange ratios for the stock election and the
  stock portion of the mixed election are fixed and the cash election is
 subject to proration, the dollar value of the merger consideration to
VoiceStream stockholders receiving Deutsche Telekom ADSs or Deutsche
    Telekom ordinary shares in the Deutsche Telekom/VoiceStream merger could
     decrease prior to the completion of the merger. The merger agreement does
    not contain a "collar" or other mechanism that could mitigate the effect
      of a decrease in the trading price of Deutsche Telekom shares, except that
the VoiceStream board has the right to terminate the Deutsche       
Telekom/VoiceStream merger if the trading price of Deutsche Telekom 
     ordinary shares falls below 33 euros as calculated in accordance with the
     Deutsche Telekom/VoiceStream merger agreement during a 15-day measurement
period shortly prior to completion of the merger; and               

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    - that Deutsche Telekom is organized under German law and that the Federal
   Republic of Germany and Kreditanstalt fur Wiederaufbau, which in this
   document we refer to as "KfW", which is a development bank that is 80
      percent owned by the Federal Republic and 20 percent owned by the German
  Federal States, owned, as of July 23, 2000 approximately 58%, in the
      aggregate, of Deutsche Telekom's shares, and after the completion of the
     Deutsche Telekom/VoiceStream merger the aggregate ownership of Deutsche
     Telekom by the Federal Republic of Germany and KfW would be expected to
be diluted to approximately 47% of Deutsche Telekom's shares.     

The VoiceStream board believed and continues to believe that these    
potential risks are greatly outweighed by the potential benefits anticipated to 
result from the Deutsche Telekom/VoiceStream merger.                            

In considering the proposed Deutsche Telekom/VoiceStream merger, the  
directors of VoiceStream were aware of the interests of certain officers and    
directors in the Deutsche Telekom/VoiceStream merger described under            
"-- Interests of Directors and Officers of VoiceStream in the Deutsche Telekom/ 
VoiceStream Merger."                                                            

 The foregoing discussion addresses the material information and factors
considered by the VoiceStream board in its consideration of the Deutsche        
Telekom/VoiceStream merger, including factors that support the Deutsche         
Telekom/VoiceStream merger as well as those that may weigh against it. The      
VoiceStream board conducted numerous discussions of the factors described above,
including asking questions of VoiceStream's management and legal and financial  
advisors. In view of the variety of factors and the amount of information       
considered, the VoiceStream board did not find it practical to, and did not,    
make specific assessments of, quantify or otherwise assign relative weights to  
the specific factors considered in reaching its determination. In addition, the 
VoiceStream board did not undertake to make any specific determination as to    
whether any particular factor, or any aspect of any particular factor, was      
favorable or unfavorable to its ultimate determination. The determination to    
approve the Deutsche Telekom/VoiceStream merger was made after consideration of 
all of the factors as a whole. In addition, individual members of the           
VoiceStream board may have given different weights to different factors.        

Subsequent Stock Market Developments                                        

As of February 7, 2001, the trading price of Deutsche Telekom ordinary
shares on the Frankfurt Stock Exchange had declined from 55.27 euros to 33.02   
euros, or by approximately 40%, since the signing of the Deutsche               
Telekom/VoiceStream merger agreement on July 23, 2000. As a result, the mixed   
election consideration would have had a value on February 7, 2001 of            
approximately $128.69, depending on exchange rates and other factors affecting  
the calculation of the tax-related adjustment to the consideration, which       
represents a premium of approximately 7.7% to the $118.81 trading price of      
VoiceStream common stock on that day. As discussed above, in negotiating and    
approving the merger agreement, the VoiceStream board was aware that a decline  
in the trading price of Deutsche Telekom shares would decrease the dollar value 
of the stock portion of the consideration to be received by VoiceStream         
stockholders, and this fact was among the reasons VoiceStream negotiated to     
include up to $30 of cash per VoiceStream common share in the merger            
consideration. However, as is also discussed above, the VoiceStream board       
believed that in a strategic transaction such as the Deutsche Telekom/          
VoiceStream merger, the relative interest of the former VoiceStream stockholders
in the combined company after the merger is an important measure of long term   
value of the transaction to VoiceStream stockholders, particularly in light of  
the VoiceStream board's view that the combined company would be likely to grow  
more quickly and beyond the levels VoiceStream could be expected to achieve     
without the merger. It is expected that VoiceStream stockholders will receive   
Deutsche Telekom shares that will represent approximately 21.1% of the equity of
Deutsche Telekom outstanding after the Deutsche Telekom/VoiceStream merger, or  
20.4% if both the Deutsche Telekom/VoiceStream and Deutsche Telekom/Powertel    
mergers are completed. These percentages may increase slightly depending on the 
extent to which the tax-related adjustment to the merger consideration is       
necessary, but will be unaffected by changes in the trading price of Deutsche   
Telekom shares.                                                                 

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OPINION OF VOICESTREAM'S FINANCIAL ADVISOR                                      

VoiceStream Fairness Opinion                                                

   Goldman Sachs has acted as financial advisor to VoiceStream in connection
with the Deutsche Telekom/ VoiceStream merger. On July 23, 2000, Goldman Sachs  
delivered its oral opinion to the VoiceStream board, subsequently confirmed in  
writing, that, as of July 23, 2000, the Deutsche Telekom/VoiceStream merger     
consideration in aggregate to be received by holders of VoiceStream common      
shares was fair from a financial point of view to those holders of VoiceStream  
common shares.                                                                  

 For purposes of the opinion and this description of the opinion, merger
consideration means the right to receive, with respect to each VoiceStream      
common share, at the election of the holder of that share:                      

  - 3.7647 Deutsche Telekom ordinary shares as more fully set forth in the
Deutsche Telekom/VoiceStream merger agreement;                    

- $200 in cash; or                                                    

- a combination of $30 and 3.2 Deutsche Telekom ordinary shares.      

Each case is subject to certain procedures and limitations contained in the     
Deutsche Telekom/VoiceStream merger agreement including, without limitation,    
limiting the cash consideration to a maximum aggregate amount and to the right  
of VoiceStream to reduce such maximum aggregate amount as it reasonably         
determines necessary to permit delivery of the requisite tax opinion pursuant to
the Deutsche Telekom/ VoiceStream merger agreement, as to which procedures and  
limitations Goldman Sachs expressed no opinion.                                 

   The full text of the Goldman Sachs opinion is attached as Annex D to this
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, among other things:

- the Deutsche Telekom/VoiceStream merger agreement;                  

   - the subscription agreement relating to the VoiceStream voting preferred
shares purchased by Deutsche Telekom;                             

 - the annual reports to stockholders and annual reports on Form 10-K of
    VoiceStream and its predecessors for the four years ended December 31,
1999;                                                             

 - certain interim reports to stockholders and quarterly reports on Form
10-Q of VoiceStream;                                              

     - the definitive proxy statement dated January 25, 2000, in connection with
the acquisitions by VoiceStream of Aerial and Omnipoint;          

- the Forms 20-F of Deutsche Telekom for each of the three years ended
December 31, 1999;                                                

- certain interim reports to stockholders of Deutsche Telekom;        

     - the registration statement on Form F-3 of Deutsche Telekom, including the
     prospectus, dated June 17, 2000, related to Deutsche Telekom's offering
of 200 million Deutsche Telekom ordinary shares;                  

     - the registration statement on Form F-3 of Deutsche Telekom, including the
       prospectus supplement, dated June 28, 2000, related to Deutsche Telekom's
offering of $14.6 billion aggregate principal amount of notes;    

- other communications from VoiceStream and Deutsche Telekom to their 
respective stockholders; and                                      

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

   Goldman Sachs also held discussions with members of the senior management
of VoiceStream and Deutsche Telekom regarding their assessment of the strategic 
rationale for, and the potential benefits of,                                   

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the Deutsche Telekom/VoiceStream merger, and the past and current business      
operations, financial condition and future prospects of their respective        
companies.                                                                      

In addition, Goldman Sachs:                                           

    - reviewed the reported prices and trading activity for VoiceStream common
shares and Deutsche Telekom ordinary shares;                      

   - compared certain financial and stock market information for VoiceStream
       and Deutsche Telekom 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 telecommunications industry specifically, and in other industries
generally; and                                                    

 - performed such other studies and analyses as Goldman Sachs considered
appropriate.                                                      

Goldman Sachs understood that, in connection with the Deutsche        
Telekom/VoiceStream merger agreement VoiceStream would issue, and since then    
VoiceStream has issued, to Deutsche Telekom 3,906,250 shares of VoiceStream     
voting preferred shares for aggregate consideration of $5 billion pursuant to   
the voting preferred stock subscription agreement.                              

Goldman Sachs relied upon the accuracy and completeness of all of the 
financial and other information discussed with or reviewed by it, and assumed   
such accuracy and completeness for purposes of rendering its opinion. As the    
VoiceStream board of directors was aware, Deutsche Telekom did not make         
available to Goldman Sachs its projections of expected future financial         
performance. Accordingly, Goldman Sachs's review of such matters was limited to 
discussions with members of the senior management of Deutsche Telekom regarding 
certain research analyst estimates of future financial performance of Deutsche  
Telekom. In addition, Goldman Sachs did not make an independent evaluation or   
appraisal of the assets and liabilities of VoiceStream or Deutsche Telekom or   
any of their subsidiaries, and Goldman Sachs was not furnished with any such    
evaluation or appraisal. Goldman Sachs also assumed that all material           
governmental, regulatory or other consents and approvals necessary for the      
completion of the Deutsche Telekom/VoiceStream merger will be obtained without  
any adverse effect on VoiceStream or Deutsche Telekom or on the expected        
benefits of the Deutsche Telekom/VoiceStream merger. Goldman Sachs's opinion was
addressed to the VoiceStream board, and the opinion does not constitute a       
recommendation as to how any holder of VoiceStream common shares should vote or 
which election to take with respect to the form of merger consideration to be   
received in the Deutsche Telekom/VoiceStream merger.                            

    The following is a summary of the material financial analyses presented by
Goldman Sachs to the VoiceStream board of directors on July 21, 2000. 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.                                                                        

Analysis of VoiceStream                                                     

    Historical Exchange Ratio Analysis.  Goldman Sachs reviewed the historical
trading prices of Deutsche Telekom ordinary shares and VoiceStream common shares
in order to compare exchange ratios implied by those historical trading prices  
to the merger consideration in the Deutsche Telekom/VoiceStream merger.         
Specifically, Goldman Sachs compared the stock election exchange ratio and the  
mixed election exchange ratio in the Deutsche Telekom/VoiceStream merger to the 
ratio of the daily closing share prices of Deutsche Telekom ordinary shares to  
corresponding prices for VoiceStream common shares on July 20, 2000, July 10,   
2000, which was the last trading day before any public reports of the proposed  
Deutsche Telekom/ VoiceStream merger, and the 10-day, 20-day, 30-day, 60-day,   
three-month, six-month, nine-month and one-year periods ending July 20, 2000. In
this analysis, Deutsche Telekom share prices were converted to U.S. dollars     
based on the noon buying rate of euros for U.S. dollars as reported by the      
Federal Reserve System on the date indicated or averaged across the period      
measured. This analysis indicated the following implied exchange ratios for     
these points in time or                                                         

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periods, as compared with the stock election exchange ratio of 3.7647 and the   
mixed election exchange ratio of 3.2 in the Deutsche Telekom/VoiceStream merger:

                                                        [Enlarge/Download Table]

                                                                     IMPLIED                    
                                                    DEUTSCHE          STOCK          IMPLIED    
                                   VOICESTREAM      TELEKOM          ELECTION     MIXED ELECTION
                                      PRICE          PRICE        EXCHANGE RATIO  EXCHANGE RATIO
                                   -----------  ----------------  --------------  --------------
                                                                                                
July 20, 2000.....................   $153.00         $53.01            2.89x           2.32x    
July 10, 2000.....................    124.94          58.41            2.14            1.63     
10-day average....................    141.73          55.98            2.54            2.00     
20-day average....................    131.25          56.91            2.31            1.79     
30-day average....................    131.38          59.07            2.23            1.72     
60-day average....................    119.72          59.61            2.02            1.51     
Three-month average...............    118.48          59.93            1.99            1.49     
Six-month average.................    123.59          70.57            1.79            1.35     
Nine-month average................    117.20          66.71            1.79            1.32     
One-year average..................    100.66          60.47            1.65            1.12     

Goldman Sachs noted that the stock election exchange ratio and the mixed        
election exchange ratio in the Deutsche Telekom/VoiceStream merger were greater 
than the corresponding implied exchange ratios for each period measured.        

Selected Companies Analysis.  Goldman Sachs performed an analysis to  
determine the public market values of VoiceStream relative to other public      
companies in the wireless telecommunications sector, and how these figures      
compared with the values for VoiceStream implied by the merger consideration in 
the Deutsche Telekom/VoiceStream merger. Goldman Sachs reviewed and compared    
financial information of VoiceStream to corresponding financial information for 
selected companies chosen because they are publicly traded companies with       
operations that are similar to those of VoiceStream. Goldman Sachs undertook to 
determine how different measures of the price per VoiceStream POP represented by
the Deutsche Telekom/VoiceStream merger consideration compared both to          
VoiceStream's stand-alone price per POP and the price per POP for the following 
selected companies: Nextel Communications Inc., Powertel, TeleCorp PCS Inc. and 
Sprint PCS Group.                                                               

One measure for calculating the value of companies within the wireless
telecommunications sector is through the analysis of the number of persons who  
potentially have access to the wireless services of a company by virtue of their
geographic location. POPs are derived from management estimates and public      
sources. The price per POP was calculated in each case by dividing the          
respective company's core enterprise value or adjusted enterprise value by      
different measures of that company's POPs. In this analysis:                    

- "Core enterprise value" is a measure of each company's value that is
   calculated by adding its market capitalization, total debt, preferred
   shares and minority interest, and subtracting from that sum its cash,
   cash equivalents and an estimate of non-core assets, which are assets
that are not directly related to the company's wireless network.  

    - "Adjusted enterprise value" is a measure of each company's value that is
       calculated by subtracting from the core enterprise value for that company
   the value of its unbuilt POPs, or POPs for which the company does not
      currently have plans to establish an operating network, valued at $25.00
per POP.                                                          

    Different measures of a company's POPs are utilized to measure a company's
coverage of those POPs:                                                         

 - "Covered POPs" are the estimated number of persons within the license
    area actually served by the operating wireless network of the company.

   -  "Weighted Total POPs" is a measure calculated to reflect the fact that
  networks have differing amounts of spectrum available in different
    geographic areas and is calculated by weighing POPs with greater MHz
      more than others, since licenses with greater MHz provide greater band
      width or capacity. "Weighted Total POPs" are determined by multiplying
the number of POPs in a 30 MHz                                  

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   license area by one, the number of POPs in a 20 MHz license area by
   0.75, the number of POPs in a 10 MHz license area by 0.25 and, with
respect to Nextel, the number of Nextel POPs by 0.75.           

     Finally, values per POP show the relation of the number of a company's POPs
to its capitalization. "2001 Covered POP Value" represents adjusted enterprise  
value divided by projected 2001 covered POPs, "Weighted Total POP Value"        
represents core enterprise value divided by Weighted total POPS and "Total POP  
Value" represents core enterprise value divided by total POPs.                  

The analysis was performed using share prices as of July 20, 2000.    

The following chart summarizes the results of that analysis:          

                                                        [Enlarge/Download Table]

                             VOICESTREAM  VOICESTREAM*  SPRINT PCS  TELECORP  POWERTEL  NEXTEL 
                             -----------  ------------  ----------  --------  --------  -------
                                                                                               
2001 Covered POPs (in                                                                          
  millions)................      136.7        136.7        185.0       30.8      17.7     192.0
2001 Covered POP Value (in                                                                     
  dollars per POP).........    $331.80      $424.36      $419.94    $350.51   $331.28   $321.12

Weighted Total POPs (in                                                                        
  millions)................      161.0        161.0        191.1       28.7      22.1     176.5
Weighted Total POP Value                                                                       
  (in dollars per POP).....    $287.44      $366.04      $415.80    $376.82   $265.02   $352.72

Total POPs (in millions)...      220.2        220.2        270.0       35.2      24.4     235.3
Total POP Value (in dollars                                                                    
  per POP).................    $210.14      $267.60      $294.22    $306.70   $240.31   $264.54

---------------                                                                 
* VoiceStream valued at $199.63, which represented the value of 3.2 Deutsche    
Telekom shares plus $30 on July 20, 2000, based on a closing price per share
of Deutsche Telekom stock of 57.05 euros and an exchange rate of 0.9292.    

Goldman Sachs noted that the merger consideration resulted in a 2001  
Covered POP Value which was higher than the range of values calculated for      
VoiceStream on a stand-alone basis and the four other selected companies, and a 
Weighted Total POP Value and a Total POP Value which were within the range of   
values calculated for pre-acquisition VoiceStream and the four other selected   
companies.                                                                      

    Goldman Sachs also computed the implied price per VoiceStream common share
that would result if VoiceStream's 2001 Covered POP Value were valued at the    
same price per POP as that of each of Sprint PCS, TeleCorp, Powertel and Nextel.
This was done by multiplying each company's 2001 Covered POP Value by           
VoiceStream's projected 2001 Covered POPs, adding in VoiceStream's unbuilt      
licenses and non-core assets and subtracting VoiceStream's net debt, and the    
value of dividing that figure by the 271.3 million VoiceStream common shares    
outstanding as of June 2, 2000. The following chart summarizes the results of   
that analysis:                                                                  

                                                        [Enlarge/Download Table]

                                                      SPRINT                                      
                                      VOICESTREAM     PCS(a)      TELECORP(b)  POWERTEL   NEXTEL  
                                      -----------  -------------  -----------  --------   ------  
                                                                                                  
2001 Covered POP Value (in dollars                                                                
  per POP)...........................     $332          $420          $351        $331      $321  
Implied VoiceStream share price......   153.00        197.41        162.43      152.74    147.62  
Premium (decrease) to VoiceStream                                                                 
  current share price(c).............       NM          29.0%          6.2%       (0.2)%    (3.5)%

---------------                                                                 
(a) Enterprise valued adjusted for value of affiliates at $14 per POP, assuming 
Sprint captures 8% of the revenues as net income, discounted back at    
Sprint's weighted average cost of capital, based on publicly available  
research.                                                               

(b) Pro forma for Tritel, Inc. acquisition.                                     

(c) The symbol "NM" means that the value was not measured because there was no  
premium or decrease to current share price.                             
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Goldman Sachs noted that the $199.63 per share value of VoiceStream common stock
in the Deutsche Telekom/VoiceStream merger, based on July 20, 2000 stock prices 
and assuming a mixed election, was above the range of share valuations for      
VoiceStream stockholders on a stand-alone basis implied by the range of values  
derived in the analysis above.                                                  

 Discounted Cash Flow Analysis.  Goldman Sachs performed an analysis the
purpose of which was to compare the present value per VoiceStream common share, 
using discounted cash flow methodologies, to the value per share represented by 
the merger consideration. Goldman Sachs performed this analysis by determining  
ranges of enterprise values and equity values for VoiceStream on a stand-alone  
basis. Specifically, Goldman Sachs considered the range of values for           
VoiceStream on a stand-alone basis based on financial models prepared by        
VoiceStream's management. The following tables reflect two scenarios based on   
these models; a "base case", which involves a conservative estimate of future   
revenue growth, and a "growth case", which involves a less conservative estimate
of future revenue growth. The tables present the ranges of enterprise values and
equity values, as well as the price per share and the ratio of enterprise value 
to 2001 Covered POPs for both of the VoiceStream cases, based on forward 2009   
EBITDA multiples for VoiceStream ranging from 10.0x to 12.0x and discount rates 
ranging from 11% to 12%. The various ranges for the discount rates and terminal 
value multiples were chosen by Goldman Sachs based upon theoretical analyses of 
cost of capital ranges that could be applicable. Equity value represents        
VoiceStream's enterprise value net of the book value of VoiceStream's           
outstanding net indebtedness and estimated non-core assets.                     

"EBITDA" stands for earnings before interest, taxes, depreciation and 
amortization. EBITDA is considered to be akin to cash flow and is considered to 
be a more relevant measure of value in the wireless telecommunications sector   
than net earnings or revenues.                                                  

                                                        [Enlarge/Download Table]

                                                              VOICESTREAM       VOICESTREAM   
                                                               BASE CASE        GROWTH CASE   
                                                            ----------------  ----------------
                                                                                              
Enterprise value (in millions).............................  $51,006-61,615    $55,390-67,248 
Equity value (in millions).................................  $45,116-55,725    $54,500-66,358 
Price per VoiceStream share................................  $166.28-205.38    $180.12-219.31 
2001 Covered POP Value (in dollars per POP)................     $343-421          $375-462    

Goldman Sachs noted that the $199.63 per share value of VoiceStream common stock
in the Deutsche Telekom/VoiceStream merger, based on July 20, 2000 stock prices 
and assuming a mixed election, was within the range of share valuations for     
VoiceStream stockholders on a stand-alone basis implied by the range of values  
derived in the discounted cash flow analysis.                                   

Selected Transaction Analysis.  Goldman Sachs performed an analysis to
assess the premium and the implied value per POP represented by the merger      
consideration, and to compare those figures to premiums and price per POP in    
other selected transactions or proposed transactions in the wireless industry.  
Goldman Sachs measured the premium represented by the merger consideration and  
the price per POP based on July 20, 2000 stock prices, and compared the premiums
and price per POP in the following transactions:                                

                                                                [Download Table]

          ACQUIROR                         TARGET            
-----------------------------   -----------------------------
                                                             
          TeleCorp                       Tritel Inc.         
     MCI Worldcom, Inc.                  Sprint PCS          
         VoiceStream                       Aerial            
         VoiceStream                      Omnipoint          
Vodafone Group Public Limited   Airtouch Communications, Inc.

Goldman Sachs selected these transactions for comparison because they generally 
involved United States-based wireless PCS companies like VoiceStream.           

   The following table presents, for each of the acquired companies involved
in the relevant transaction, its enterprise value implied by the consideration  
paid or to be paid in the relevant transaction, its implied                     

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Weighted Total POP Value based on that consideration and the premium to the     
share price for the acquired company on the last trading day before any public  
reports of the proposed transaction. The premium is the percentage by which the 
value of the consideration in an acquisition exceeds the market value of the    
security prior to the first public announcement or news of the acquisition      
offer.                                                                          

                                                        [Enlarge/Download Table]

                                                                WEIGHTED TOTAL                   
                                              ENTERPRISE VALUE    POP VALUE                      
TRANSACTION                                    (IN MILLIONS)    (IN $ PER POP)  PREMIUM TO MARKET
-----------                                   ----------------  --------------  -----------------
                                                                                                 
Deutsche Telekom -- VoiceStream..............     $60,166           $366.0            59.8%      
TeleCorp -- Tritel...........................       5,269            376.4            73.7       
MCI Worldcom -- Sprint PCS...................      54,918            291.0            32.1       
VoiceStream -- Aerial........................       3,154            111.4            36.5       
VoiceStream -- Omnipoint.....................       4,634             57.2            64.2       
Vodafone -- AirTouch.........................      67,300              n/a            42.1       

Goldman Sachs noted that the consideration to be paid in the Deutsche/Telekom   
merger represented a premium to market that was within the range of the premiums
to market for the transactions reviewed.                                        

Analysis of Deutsche Telekom                                                

     Sum-of-the-Parts Analysis.  Goldman Sachs performed an analysis the purpose
of which was to determine a range of values for Deutsche Telekom based on the   
values of the five major business units of Deutsche Telekom. The five units of  
Deutsche Telekom analyzed by Goldman Sachs were:                                

- wireless operations;                                                

- traditional fixed-line telecommunications operations;               

- Internet operations;                                                

- data communications operations; and                                 

- miscellaneous other investments.                                    

     The following table presents the low, high, median and current equity value
and equity value per share for Deutsche Telekom based on that analysis:         

                                                        [Enlarge/Download Table]

                                                  LOW       HIGH     MEDIAN   CURRENT 
                                                --------  --------  --------  --------
                                                                                      
Total (in million euros).......................  153,543   230,535   185,001   172,839
Per Deutsche Telekom share (in euros)..........    50.68     76.09     61.06     57.05

    To reflect the way that the public markets value these two different types
of operations, Goldman Sachs valued Deutsche Telekom's wireless operations by   
using discounted cash flow methodologies and EBITDA multiples, and valued its   
traditional fixed-line telecommunications operations by using discounted cash   
flow methodologies and revenue and enterprise value multiples. With respect to  
Deutsche Telekom's Internet operations, Goldman Sachs based its analysis on     
market valuations for Deutsche Telekom's publicly traded Internet subsidiary,   
T-Online. Finally, for data communications and miscellaneous other investments, 
Goldman Sachs used various valuation methodologies, including revenue multiples,
market values for certain public investments and acquisition price or book value
for other investments. In a multiples analysis, a company's price per share is  
expressed as a multiple of a particular financial measure, such as EBITDA or    
revenue per share. The resulting multiple can then be compared to the           
corresponding multiple for other companies.                                     

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's 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              

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comparable to VoiceStream or Deutsche Telekom or the Deutsche                   
Telekom/VoiceStream merger. Goldman Sachs prepared the analyses solely for      
purposes of providing its opinion to the VoiceStream board as to the fairness of
the merger consideration in aggregate to be received by holders of VoiceStream  
common shares. The analyses do not purport to be appraisals or to 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.        

   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 Deutsche Telekom/VoiceStream merger and because of Goldman Sachs'        
familiarity with VoiceStream arising from having provided investment banking    
services in the past to VoiceStream and its predecessor.                        

Goldman Sachs is familiar with VoiceStream, having provided certain   
investment banking services, from time to time to:                              

- VoiceStream;                                                        

     - VoiceStream's predecessor, VoiceStream Wireless Corporation, a Washington
corporation, referred to in this description as VS Washington; and

- VS Washington's former parent, Western Wireless.                    

Such services include acting as:                                      

     - lead managing underwriter in the initial public offering of 12.65 million
Western Wireless common shares in May 1996;                       

   - 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;                                             

    - 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;                                         

     - Western Wireless's financial advisor in connection with the sale of 19.9%
   of the outstanding VS Washington common shares to Hutchison PCS (USA)
Limited in February 1998;                                         

     - lead manager in the secondary public offering of 13.915 million shares of
Western Wireless common shares in April 1998;                     

 - VoiceStream's financial advisor in connection with the acquisition of
Omnipoint in June 1999;                                           

 - VoiceStream's financial advisor in connection with the acquisition of
Aerial in September 1999;                                         

    - lead manager in the private offering of $1.1 billion aggregate principal
   amount of 10 3/8% senior notes due November 2009 of VS Washington and
       VoiceStream and $720 million aggregate principal amount of 11 7/8% senior
  discount notes due November 2009 of VS Washington and VoiceStream in
November 1999; and                                                

- VoiceStream's financial advisor in connection with, and having      
  participated in certain of the negotiations leading to, the Deutsche
Telekom/VoiceStream merger agreement.                             

     Goldman Sachs has received compensation of approximately $39.5 million from
VoiceStream or VS Washington with respect to investment banking services        
provided to VoiceStream and/or VS Washington over the past two years, which     
includes $10 million already paid by VoiceStream in connection with the Deutsche
Telekom/VoiceStream merger. As of July 23, 2000, Goldman Sachs's parent         
corporation and investment funds affiliated with Goldman Sachs had a principal  
investment in VoiceStream in the                                                

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amount of 9,800,469 VoiceStream common shares and the right to designate a      
nominee for election to the VoiceStream board of directors. Terence O'Toole, a  
managing director of Goldman Sachs, is a director of VoiceStream. From time to  
time, Goldman Sachs also has provided, and is currently providing, significant  
investment banking services to Deutsche Telekom, including having acted as:     

  - co-lead manager in the initial public offering of 714 million Deutsche
Telekom ordinary shares in November 1996;                         

  - co-lead manager in the public offering of 250 million Deutsche Telekom
ordinary shares in June 1999;                                     

 - financial advisor to Deutsche Telekom in the acquisition of One 2 One
Ltd. in July 1999;                                                

   - co-lead manager in the initial public offering of 114 million shares of
T-Online common shares in April 2000;                             

  - co-lead manager in the public offering of 200 million Deutsche Telekom
ordinary shares in June 2000;                                     

- co-lead manager in the public offering of $14.6 billion aggregate   
   principal amount of notes, due at various maturity dates, of Deutsche
Telekom in June 2000.                                             

In addition, Goldman Sachs may provide investment banking services to Deutsche  
Telekom in the future.                                                          

  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 Deutsche Telekom for its own account and for the accounts of 
customers. As of July 21, 2000, Goldman Sachs had accumulated a net long        
position of 1,178,796 Deutsche Telekom ordinary shares.                         

 Pursuant to a letter agreement dated July 21, 2000, VoiceStream engaged
Goldman Sachs to act as its financial advisor in connection with a potential    
transaction involving Deutsche Telekom. Pursuant to this letter agreement,      
VoiceStream paid Goldman Sachs $10 million on completion of the sale of         
VoiceStream voting preferred shares to Deutsche Telekom on September 6, 2000,   
and has agreed to pay Goldman Sachs an additional $15 million on the date       
VoiceStream stockholders vote to adopt the Deutsche Telekom/ VoiceStream merger 
agreement. VoiceStream also has agreed to pay Goldman Sachs a transaction fee   
equal to $70 million upon completion of the Deutsche Telekom/VoiceStream merger,
against which transaction fee the $25 million paid in accordance with the       
preceding sentence will be credited. VoiceStream has agreed to reimburse Goldman
Sachs for its reasonable out-of-pocket expenses, including attorneys' fees, and 
to indemnify Goldman Sachs against certain liabilities, including certain       
liabilities under the U.S. federal securities laws.                             

INTERESTS OF DIRECTORS AND OFFICERS OF VOICESTREAM IN THE DEUTSCHE              
TELEKOM/VOICESTREAM MERGER                                                      

 Some of the directors and officers of VoiceStream have interests in the
Deutsche Telekom/VoiceStream merger that are different from, or in addition to, 
the interests of VoiceStream stockholders generally. These interests, to the    
extent material, are described below. The VoiceStream board was aware of these  
interests and considered them in approving the Deutsche Telekom/VoiceStream     
merger agreement and the Deutsche Telekom/VoiceStream merger.                   

Treatment of Equity Awards                                                  

     The Deutsche Telekom/VoiceStream merger agreement provides that immediately
prior to the completion of the Deutsche Telekom/VoiceStream merger, each        
outstanding option to purchase VoiceStream common shares will be converted into 
the right to acquire Deutsche Telekom ordinary shares. The treatment of         
VoiceStream options is described in greater detail under "Summary of the        
Deutsche Telekom/VoiceStream Transaction Documents -- The Deutsche              
Telekom/VoiceStream Merger Agreement -- Treatment of Options and Restricted     
Stock." Upon stockholder approval of the Deutsche Telekom/VoiceStream merger by 
the stockholders of VoiceStream, each outstanding option to purchase            

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VoiceStream common shares granted prior to January 1, 2000 and held by the      
directors and executive officers of VoiceStream will, by its terms, to the      
extent not already vested, become immediately fully vested and exercisable,     
except that the unvested options held by John W. Stanton, VoiceStream's chairman
and its chief executive officer, Robert R. Stapleton, VoiceStream's president,  
Donald Guthrie, VoiceStream's vice chairman, Cregg B. Baumbaugh, VoiceStream's  
executive vice president - finance, strategy and development, and Alan R.       
Bender, VoiceStream's executive vice president, general counsel and secretary,  
will not become immediately fully vested and exercisable because each of them   
has waived the acceleration of the vesting of their options.                    

    Assuming that at the completion of the Deutsche Telekom/VoiceStream merger
the value of a Deutsche Telekom share is $30.72, which was the price of a       
Deutsche Telekom ADS on the NYSE on February 7, 2001, the value of the options  
held by VoiceStream directors and executive officers that become vested as a    
result of stockholder approval of the Deutsche Telekom/VoiceStream merger would 
be as follows:                                                                  

                                                                [Download Table]

                                                             VALUE OF ACCELERATED 
                                                               OPTIONS ASSUMING   
                                                               DEUTSCHE TELEKOM   
DIRECTORS AND EXECUTIVE OFFICERS                             SHARE PRICE OF $30.72
--------------------------------                             ---------------------
                                                                                  
Mitchell R. Cohen (director)................................     $   76,052.55    
Daniel J. Evans (director)..................................     $   76,052.55    
Richard L. Fields (director)................................     $           0    
Canning Fok (director)......................................     $   51,154.58    
Jonathan M. Nelson (director)...............................     $   76,052.55    
Terence M. O'Toole (director)...............................     $   76,052.55    
James N. Perry, Jr. (director)..............................     $           0    
Kaj-Erik Relander (director)................................     $           0    
James J. Ross (director)....................................     $           0    
Frank J. Sixt (director)....................................     $           0    
Douglas G. Smith (director).................................     $           0    
Hans Snook (director).......................................     $   51,154.58    
Timothy R. Wong* (senior vice president -- engineering).....     $2,381,052.01    
Robert P. Dotson* (senior vice president -- marketing)......     $2,913,825.24    

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

* Both of these executive officers have been offered, in exchange for waiving   
the acceleration of the vesting of their unvested options, a like number of 
  additional options having the same terms, including exercise price and vesting
schedule, as the unvested options.                                          

   In addition, the VoiceStream board has discretion to vest the outstanding
restricted shares held by the VoiceStream executive officers, except for the    
outstanding restricted VoiceStream common shares granted to Messrs. Stapleton,  
Baumbaugh, Guthrie and Bender that are described in the following sentence. On  
July 21, 2000, the board of directors of VoiceStream granted 127,871 restricted 
VoiceStream common shares to Mr. Stapleton, 69,725 restricted VoiceStream common
shares to Mr. Baumbaugh, 51,475 restricted VoiceStream common shares to Mr.     
Guthrie and 43,048 restricted VoiceStream common shares to Mr. Bender. Neither  
the grant of such restricted shares nor the vesting of such restricted shares   
was or is contingent upon the Deutsche Telekom/VoiceStream merger in any way.   
The restricted shares have vested and are no longer subject to restriction based
upon VoiceStream having reached certain performance targets.                    

Stay Bonus Plan                                                             

Prior to the completion of the Deutsche Telekom/VoiceStream merger,   
VoiceStream may implement a "stay bonus plan" for management. Pursuant to the   
stay bonus plan, each person, other than executive officers, employed by        
VoiceStream as of July 23, 2000, would receive a $3,000 cash bonus three months 
following the completion of the Deutsche Telekom/VoiceStream merger if they     
remain employed in good standing as of that date. In addition, approximately 500
to 1,000 management employees of VoiceStream,                                   

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including the executive officers of VoiceStream other than Messrs. Stanton,     
Stapleton, Baumbaugh, Guthrie and Bender, would be eligible to receive cash     
bonuses equal to up to two years' base salary that would be paid as follows:    
33.3% of the cash bonus would be paid 90 days after the completion of the       
Deutsche Telekom/ VoiceStream merger, 33.3% of the cash bonus would be paid on  
the first anniversary of the Deutsche Telekom/VoiceStream merger and 33.4% of   
the cash bonus will be paid on the second anniversary of the Deutsche           
Telekom/VoiceStream merger to those employees who remain employed in good       
standing on those dates. The two executive officers eligible to receive such    
cash bonus, Timothy R. Wong and Robert P. Dotson, would each be eligible to     
receive an aggregate of up to $551,250 if they remained employed in good        
standing until the second anniversary of the Deutsche Telekom/VoiceStream merger
and certain operating targets are achieved. Upon a participant's termination of 
employment as a result of a reduction in force, termination without cause,      
death, disability or a constructive termination due to a reduction in base pay, 
the participant will be paid his remaining unpaid cash bonus in a lump sum.     

Retention Plan                                                              

     In addition, Deutsche Telekom and VoiceStream have entered into a retention
agreement providing an incentive to senior management employees of VoiceStream, 
which is described under "Summary of the Deutsche Telekom/VoiceStream           
Transaction Documents -- The Deutsche Telekom/VoiceStream Merger                
Agreement -- Employee Benefits."                                                

Tax Reimbursement Payments                                                  

    If any VoiceStream employees, including executive officers, become subject
to the excise tax under Section 4999 of the U.S. tax code, VoiceStream may      
provide to those employees tax reimbursement payments for the excise tax. The   
aggregate amount of such payments to all employees is limited to $20 million.   

Indemnification of Directors and Officers                                   

Deutsche Telekom has agreed to cause the surviving corporation in the 
Deutsche Telekom/VoiceStream merger to maintain, for a period of six years after
the completion of the Deutsche Telekom/VoiceStream merger, VoiceStream's current
provisions and policies regarding indemnification of officers and directors,    
provided that the surviving corporation may substitute policies having at least 
the same coverage and containing terms that are no less advantageous to the     
insured. If the premium for such policies or substitute policies would otherwise
exceed 250% of the current premium, the surviving corporation need only obtain  
as much insurance as can be obtained for 250% of the current premium. In        
addition, Deutsche Telekom and VoiceStream have agreed to indemnify the officers
and directors of VoiceStream to the fullest extent permitted by law. For more   
information, see "Summary of the Deutsche Telekom/VoiceStream Transaction       
Documents -- The Deutsche Telekom/VoiceStream Merger                            
Agreement -- Indemnification and Insurance."                                    

Stockholder Agreements                                                      

     In connection with the execution of the Deutsche Telekom/VoiceStream merger
agreement, a number of VoiceStream stockholders and certain of their respective 
affiliates entered into agreements with Deutsche Telekom regarding the voting   
and transfer of all or a portion of their VoiceStream shares subject to such    
agreements. Some of these stockholders are, or have relationships with,         
directors or executive officers of VoiceStream, as follows:                     

- John W. Stanton, chairman and chief executive officer and director; 

- Douglas G. Smith, vice chairman and director;                       

    - Hutchison Whampoa Limited, which is the employer of directors Susan M.F.
Woo Chow, Canning K.N. Fok and Frank J. Sixt;                     

    - Sonera Corporation, which is the employer of director Kaj-Erik Relander;

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 - Goldman Sachs, which is the employer of director Terrence M. O'Toole;

    - Madison Dearborn Capital Partners, LP, which is the employer of director
James N. Perry; and                                               

   - Allen & Company Incorporated, which is the employer of director Richard
L. Fields.                                                        

   We describe these stockholder agreements in greater detail under "Summary
of the Deutsche Telekom/VoiceStream Transaction Documents -- Deutsche Telekom's 
Agreements with Stockholders of VoiceStream."                                   

APPRAISAL RIGHTS                                                                

  Delaware law entitles the holders of record of VoiceStream common shares
and VoiceStream voting preferred shares that follow the procedures specified in 
Section 262 of the Delaware corporation law to have their shares appraised by   
the Delaware Court of Chancery and to receive the "fair value" of these         
VoiceStream shares as of the completion of the Deutsche Telekom/VoiceStream     
merger as determined by the court in place of the merger consideration. In order
to exercise such rights, a stockholder must demand and perfect the rights in    
accordance with Section 262. The following is a summary of the material         
provisions of Section 262 and is qualified in its entirety by reference to      
Section 262, a complete copy of which is attached as Annex G to this proxy      
statement/prospectus. You should carefully review Section 262 as well as the    
information discussed below to determine your rights to appraisal.              

Because all of the outstanding VoiceStream voting preferred shares are
owned by Deutsche Telekom, and Deutsche Telekom intends to vote these shares in 
favor of the Deutsche Telekom/VoiceStream merger, the following discussion of   
Section 262 addresses the rights and obligations of only the holders of         
VoiceStream common shares.                                                      

     If a holder of VoiceStream common shares elects to exercise the right to an
appraisal under Section 262, that VoiceStream stockholder must do all of the    
following:                                                                      

- file with VoiceStream at its main office in Bellevue, Washington, a 
       written demand for appraisal of VoiceStream common shares held before the
       vote is taken on the Deutsche Telekom/VoiceStream merger agreement at the
     VoiceStream special meeting, which demand must identify the VoiceStream
     stockholder and expressly request an appraisal. This written demand for
  appraisal must be in addition to and separate from any proxy or vote
      against the Deutsche Telekom/VoiceStream merger agreement because voting
  against or abstaining from voting or failing to vote on the Deutsche
    Telekom/ VoiceStream merger agreement will not constitute a demand for
appraisal within the meaning of Section 262;                      

- not vote in favor of, or consent in writing to, the Deutsche        
      Telekom/VoiceStream merger agreement. Failing to vote or abstaining from
       voting will satisfy this requirement, but a vote in favor of the Deutsche
 Telekom/VoiceStream merger agreement, by proxy or in person, or the
return of a signed proxy card that does not specify a vote against
approval and adoption of the Deutsche Telekom/ VoiceStream merger 
  agreement, will constitute a waiver of the VoiceStream stockholder's
     right of appraisal and will nullify any previously filed written demand
for appraisal; and                                                

- continuously hold such shares through the completion of the Deutsche
Telekom/VoiceStream merger.                                       

All written demands for appraisal should be addressed to VoiceStream  
Wireless Corporation, 12920 SE 38th Street, Bellevue, Washington 98006,         
Attention: General Counsel, before the vote is taken on the Deutsche            
Telekom/VoiceStream merger agreement at the VoiceStream special meeting, and    
should be executed by, or on behalf of, the holder of record of the relevant    
VoiceStream common shares. This demand must reasonably inform VoiceStream of the
identity of the stockholder and that the stockholder is thereby demanding       
appraisal of the stockholder's VoiceStream common shares.                       

 Within 10 days after the completion of the Deutsche Telekom/VoiceStream
merger, the surviving corporation of the Deutsche Telekom/VoiceStream merger    
will give written notice of the completion of                                   

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the Deutsche Telekom/VoiceStream merger to each VoiceStream stockholder that has
satisfied the requirements of Section 262 and has not voted for or consented to 
the proposal to approve and adopt the Deutsche Telekom/VoiceStream merger       
agreement and the transactions contemplated by the Deutsche Telekom/VoiceStream 
merger agreement. We refer to such a stockholder as a "dissenting stockholder". 
Within 120 days after the completion of the Deutsche Telekom/VoiceStream merger,
the surviving corporation or any dissenting stockholder may file a petition in  
the Delaware court demanding a determination of the fair value of the           
VoiceStream common shares that are held by all dissenting stockholders. We      
advise any dissenting stockholder desiring to file this petition to file such   
petition on a timely basis unless the dissenting stockholder receives notice    
that a petition has already been filed by the surviving corporation or another  
dissenting stockholder.                                                         

     If a petition for appraisal is timely filed, the court will determine which
stockholders are entitled to appraisal rights. The court then will determine the
fair value of the VoiceStream common shares held by the dissenting stockholders,
exclusive of any element of value arising from the accomplishment or expectation
of the Deutsche Telekom/VoiceStream merger, but together with a fair rate of    
interest, if any, to be paid on the amount determined to be fair value. In      
determining the fair value, the court will take into account all relevant       
factors. The court may determine the fair value to be more than, less than or   
equal to the consideration that the dissenting stockholder would otherwise be   
entitled to receive under the Deutsche Telekom/VoiceStream merger agreement. If 
a petition for appraisal is not timely filed, then the right to an appraisal    
will cease. The costs of the appraisal proceeding may be determined by the court
and charged against the parties as the court determines to be equitable under   
the circumstances. Upon the application of any stockholder, the court may       
determine the amount of interest, if any, to be paid upon the value of the      
VoiceStream common shares of stockholders entitled to such interest. 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 attorneys' fees and the   
fees and expenses of experts, to be charged pro rata against the value of all   
shares of VoiceStream common shares entitled to appraisal.                      

   From and after the completion of the Deutsche Telekom/VoiceStream merger,
no dissenting stockholder will have any rights of a VoiceStream stockholder with
respect to that dissenting stockholder's shares for any purpose, except to      
receive payment of its fair value and to receive payment of dividends or other  
distributions on that dissenting stockholder's VoiceStream common shares, if    
any, payable to VoiceStream stockholders of record as of a date prior to the    
completion of the Deutsche Telekom/VoiceStream merger. If a dissenting          
stockholder delivers to the surviving corporation a written withdrawal of the   
demand for an appraisal within 60 days after the completion of the Deutsche     
Telekom/VoiceStream merger or, if no petition for appraisal is filed within 120 
days after the completion of the Deutsche Telekom/VoiceStream merger, then the  
right of that dissenting stockholder to an appraisal will cease and the         
dissenting stockholder will be entitled to receive only the mixed merger        
consideration.                                                                  

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THE DEUTSCHE TELEKOM/POWERTEL MERGER AND THE
VOICESTREAM/POWERTEL MERGER 

BACKGROUND OF DEUTSCHE TELEKOM/POWERTEL MERGER AND VOICESTREAM/POWERTEL MERGER  

Deutsche Telekom -- General Background                                      

Deutsche Telekom has been seeking to expand internationally through   
acquisitions, investments and joint undertakings in the areas that are the four 
pillars of its growth strategy: mobile telecommunications, data/Internet        
Protocol/systems, consumer Internet services and network access services.       
Deutsche Telekom considers expansion of its international business to be an     
essential component of its overall business strategy. In particular, Deutsche   
Telekom has aimed to build on its strength in Europe and to expand its reach in 
the United States. From time to time, Deutsche Telekom has engaged and may      
continue to engage in discussions with other parties that may lead to one or    
more substantial cross-border acquisitions or business combinations. In that    
connection, Deutsche Telekom retained Donaldson, Lufkin & Jenrette and Dresdner 
Kleinwort Benson in November 1999 as financial advisors to advise it on         
acquisition alternatives in the U.S. wireless telecommunications industry.      

VoiceStream -- General Background                                           

  Following the spin-off of VoiceStream from Western Wireless in May 1999,
VoiceStream's board of directors has sought to expand the geographic scope of,  
and enhance the services provided by, its wireless business operations to enable
VoiceStream to become a nationwide service provider and to compete effectively  
against larger wireless carriers. In late 1999 and the first half of 2000,      
VoiceStream acquired wireless carriers Omnipoint and Aerial, received a $957    
million investment from Hutchison Whampoa, a $500 million investment from       
Sonera, entered into a new $3.25 billion credit agreement and raised $1.46      
billion in a high-yield debt offering.                                          

   As a result of these acquisitions and financing activities, by the end of
the first half of 2000, VoiceStream had become a national competitor in the U.S.
wireless communications industry. VoiceStream's board of directors and          
management believed that VoiceStream's size and financial resources relative to 
other national competitors, and the conditions and trends in the                
telecommunications industry, including the ongoing consolidation of             
telecommunications companies both in the United States and globally, would      
require VoiceStream to continue to expand if VoiceStream were to remain a strong
competitor in the wireless telecommunications industry.                         

Powertel -- General Background                                              

During the past several years, the Powertel board of directors has    
considered various options and has authorized various transactions in an effort 
to maximize stockholder value. In 1997, Powertel sold its cellular assets in the
state of Maine, and in 1999 Powertel sold its cellular assets in the states of  
Georgia and Alabama in order to focus its efforts on its PCS operations. Also in
1999, Powertel sold 650 of its telecommunications towers in order to take       
advantage of the prices that were then available for telecommunications towers. 
During this period, the Powertel board of directors continued to monitor market 
developments, including the ongoing consolidation in the wireless               
telecommunications industry and the trend toward nationwide coverage and rate   
plans. In connection with these developments, the Powertel board of directors   
considered various strategies for expanding Powertel's coverage area, and as a  
result Powertel committed to make an equity investment in an affiliate of Eliska
Wireless Ventures I, Inc. to facilitate the purchase of DiGiPH PCS, which has a 
coverage area that is contiguous with Powertel's. Powertel also began to contact
a number of other parties regarding the possibility of an acquisition,          
investment or strategic alliance.                                               

The Deutsche Telekom/Powertel Merger and the VoiceStream/Powertel Merger    

    On October 13, 1999, Allen E. Smith, president and chief executive officer
of Powertel, Fred G. Astor, Jr., chief financial officer of Powertel, Rodney D. 
Dir, chief operating officer of Powertel, and                                   

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Campbell B. Lanier, III, chairman of the Powertel board of directors, met with  
John W. Stanton, chairman and chief executive officer of VoiceStream, Robert R. 
Stapleton, president of VoiceStream, and Cregg B. Baumbaugh, executive vice     
president of finance, strategy and development of VoiceStream, in Seattle,      
Washington. The parties discussed possible strategic alliances between Powertel 
and VoiceStream. At that time, VoiceStream's mergers with Omnipoint and Aerial  
were pending. Mr. Stanton indicated that VoiceStream would be unable to engage  
in serious discussions regarding strategic alliances between Powertel and       
VoiceStream until after the completion of those mergers.                        

    On February 29, 2000, Mr. Smith and Mr. Astor met with Mr. Stanton and Mr.
Baumbaugh at the CTIA Wireless Convention in New Orleans, Louisiana. The        
parties' discussions focused on a potential investment by VoiceStream in        
Powertel, which could be followed by an acquisition of Powertel by VoiceStream. 
The parties also discussed the possibility that a third party might make an     
additional investment in Powertel.                                              

On March 9, 2000, VoiceStream and Powertel executed a non-disclosure  
agreement. On March 10, 2000, Mr. Smith and Mr. Stanton spoke by telephone. They
discussed the fact that a Powertel stockholder had expressed an interest in     
selling its Powertel shares. Mr. Stanton indicated that VoiceStream might be    
interested in purchasing these shares. The parties also discussed the           
possibility of a third party acquiring these shares. Also, on March 10, 2000,   
representatives of Powertel met with representatives of this third party to     
discuss a direct investment by this party in Powertel, a purchase by this party 
of the selling stockholder's interest and the potential acquisition of Powertel 
by this third party.                                                            

     On March 13, 2000, Mr. Smith, Mr. Lanier and Mr. Stanton spoke by telephone
to further discuss the possibility of VoiceStream purchasing shares from a      
Powertel stockholder, possibly to be followed by an acquisition of Powertel.    

     On March 16, 2000, Mr. Smith, Mr. Astor, Mr. Stanton, Mr. Stapleton and Mr.
Baumbaugh met in Phoenix, Arizona to further discuss these matters. At this     
meeting, the parties again discussed the possibility of VoiceStream making a    
direct investment in Powertel.                                                  

     Later in March 2000, Mr. Stanton informed Mr. Smith, by telephone, that due
to certain unspecified conflicts, VoiceStream was not in a position to proceed  
with discussions with Powertel.                                                 

    During April and May 2000, members of Powertel's management and members of
the Powertel board of directors discussed various strategic alternatives        
available to Powertel, including a possible strategic combination of Powertel   
with a U.S. or international telecommunications company. Based upon a consensus 
view that Powertel should explore a range of strategic alternatives,            
representatives of Powertel contacted Morgan Stanley, which Powertel had        
previously engaged, and asked that Morgan Stanley prepare a presentation        
regarding methods by which Powertel could explore its strategic alternatives,   
including a possible strategic business combination.                            

On May 22, 2000, Morgan Stanley made a presentation to members of the 
Powertel board of directors and certain members of Powertel's management        
regarding a proposed process for soliciting indications of interest from parties
that might be interested in engaging in a strategic transaction with Powertel.  
The process outlined by Morgan Stanley involved soliciting preliminary          
indications of interest from a list of potentially interested companies,        
followed by a distribution of informational materials to these parties and a    
solicitation of final indications of interest. Representatives of Powertel      
reviewed a list of companies that Morgan Stanley believed potentially would be  
interested in pursuing discussions with Powertel. Morgan Stanley was instructed 
to proceed to contact these parties.                                            

On June 15, 2000, Morgan Stanley provided an update to members of the 
Powertel board and management regarding the status of contacts with potentially 
interested parties. As of that date, Morgan Stanley had contacted eight         
companies, had received preliminary oral indications of interest from three     
companies, had received no response from two companies and had received a       
negative response from three companies.                                         

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     During the course of Deutsche Telekom's due diligence review of VoiceStream
that took place in Seattle, Washington on June 27 through June 29, 2000,        
VoiceStream informed Deutsche Telekom of its intention to commence discussions  
with Powertel concerning a possible acquisition of Powertel by VoiceStream.     

     On June 28, 2000, VoiceStream submitted a preliminary written indication of
interest that contemplated an acquisition of Powertel in a stock-for-stock      
transaction at a value of $85 per share of Powertel stock, which implied a fixed
exchange ratio of .675 of a VoiceStream common share for each Powertel common   
share.                                                                          

     On July 12, 2000, the Powertel board of directors held a special meeting to
discuss the status of the process being conducted by Morgan Stanley. After      
receiving an update on the status of this process, the Powertel board of        
directors authorized Morgan Stanley to continue the process.                    

On July 13 and 14, 2000, several representatives of VoiceStream's     
management team and VoiceStream's outside counsel conducted due diligence in    
Atlanta, Georgia. These due diligence meetings involved general presentations by
members of Powertel's management, followed by numerous smaller meetings between 
representatives of the companies responsible for specific functional areas.     
Also, during these meetings, representatives of Powertel and VoiceStream        
discussed the terms of VoiceStream's preliminary indication of interest.        

During the week of July 17, 2000, VoiceStream and Deutsche Telekom    
discussed the possibility of proceeding with an acquisition of Powertel in      
conjunction with Deutsche Telekom's proposed acquisition of VoiceStream.        

On July 18, 2000, VoiceStream distributed a draft merger agreement to 
Powertel. On July 19, 2000, however, Mr. Baumbaugh informed Mr. Smith and Mr.   
Astor, by telephone, that VoiceStream was involved in another unspecified       
potential transaction, and that VoiceStream would not be in a position to       
continue discussions with Powertel until VoiceStream had completed its          
discussions with respect to the other potential transaction. Thereafter,        
Powertel confirmed to VoiceStream, through Morgan Stanley, that the process that
Morgan Stanley was conducting would proceed and that final indications of       
interest were due on August 4, 2000.                                            

On July 19, 2000, in connection with the process initiated by Morgan  
Stanley, Powertel distributed its form of merger agreement to VoiceStream.      

   On July 21, 2000, VoiceStream and Deutsche Telekom signed an agreement to
allow VoiceStream to disclose the identity of its potential acquiror to         
Powertel. Thereafter, VoiceStream disclosed to Powertel that its potential      
acquiror was Deutsche Telekom. Deutsche Telekom and VoiceStream subsequently    
decided not to proceed with the acquisition of Powertel until after announcing  
the acquisition of VoiceStream by Deutsche Telekom.                             

On July 24, 2000, VoiceStream publicly announced that it had agreed to
merge with Deutsche Telekom.                                                    

     On or about July 24, 2000, representatives of the third party that had been
considering an acquisition of Powertel informed representatives of Powertel that
they would not be pursuing discussions regarding a possible strategic           
combination with Powertel.                                                      

On July 25, 2000, Morgan Stanley, on behalf of Powertel, distributed a
final bid package to VoiceStream, including draft schedules to the merger       
agreement that was distributed on July 19, 2000 and indicated that final        
indications of interest were due by August 4, 2000.                             

 On August 4, 2000, VoiceStream submitted a final indication of interest
with respect to the acquisition of Powertel, including forms of transaction     
documents between VoiceStream and Powertel. This proposal contemplated that     
Powertel would enter into separate merger agreements with VoiceStream and       
Deutsche Telekom, and it included proposed terms of a VoiceStream/Powertel      
transaction and a Deutsche Telekom/Powertel transaction. This proposal          
contemplated that Powertel stockholders holding the requisite                   

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voting power necessary to approve the transactions would agree to vote their    
Powertel shares in favor of the transactions, and representatives of Deutsche   
Telekom and VoiceStream later indicated to representatives of Powertel that     
Deutsche Telekom and VoiceStream would not enter into merger agreements with    
Powertel unless Powertel stockholders holding a majority of the voting power    
necessary to approve the Deutsche Telekom/Powertel merger and the               
VoiceStream/Powertel merger agreed to vote in favor of these mergers. This      
proposal, which was subject to satisfactory completion of due diligence, was to 
remain in effect until August 11, 2000. No party other than VoiceStream         
submitted final indications of interest by the August 4, 2000 deadline.         

     On August 8, 2000, the Powertel board held a special meeting to discuss the
VoiceStream proposal and the status of the process that was being conducted by  
Morgan Stanley. The Powertel board reviewed the terms of the VoiceStream        
proposal, including the proposed exchange ratios applicable to a transaction    
with VoiceStream and Deutsche Telekom. At this meeting, Morgan Stanley made a   
presentation to the Powertel board with respect to valuations of various        
wireless telecommunications companies based on licensed POPs, covered POPs and  
subscribers. Licensed POPs are, for any given company, the number of residents  
of geographic areas in which that company owns, either directly or through      
wholly-owned or majority-owned subsidiaries, a license to provide mobile        
telecommunications services. Covered POPs are the estimated number of residents 
within the license area actually served by the company's operating network. The 
Powertel board authorized officers of Powertel to proceed with negotiations with
Deutsche Telekom and VoiceStream.                                               

On August 9, 2000, Mr. Baumbaugh, Alan Bender, general counsel of     
VoiceStream, and representatives of Goldman Sachs, financial advisors to        
VoiceStream, met in Denver, Colorado, with Mr. Smith, Jill Dorsey, general      
counsel of Powertel, and representatives of Morgan Stanley. At this meeting, the
parties discussed outstanding issues with respect to the proposed transaction,  
including a proposal that the exchange ratio be structured to yield $85 per     
Powertel common share if VoiceStream common shares were trading between a       
specified range prior to the completion of the VoiceStream/Powertel merger.     

    On August 10, 2000, the Powertel board of directors held a special meeting
at which Mr. Smith provided an update on the status of the VoiceStream and      
Deutsche Telekom negotiations. At this meeting, the Powertel board approved the 
general terms of the VoiceStream and Deutsche Telekom proposals, as negotiated, 
and authorized officers of Powertel to proceed with the negotiations of         
definitive agreements.                                                          

On August 12, 2000, Deutsche Telekom delivered forms of the Deutsche  
Telekom/Powertel transaction agreements to Powertel and its counsel.            

 From August 15 through August 17, 2000, representatives of VoiceStream,
Deutsche Telekom and Powertel, and their respective counsel, held a series of   
meetings in Atlanta, Georgia to conduct further due diligence and negotiate     
definitive documentation.                                                       

On August 18, 2000, members of Powertel's management met with         
representatives of VoiceStream in Bellevue, Washington to conduct due diligence 
and to discuss issues related to the proposed transaction.                      

     On August 21 and 22, 2000, Mr. Smith and Mr. Dir conducted due diligence at
the offices of Deutsche Telekom in Bonn, Germany.                               

During the period of August 21 to August 26, 2000, representatives of 
VoiceStream, Deutsche Telekom and Powertel met in Seattle, Washington to        
continue negotiations with respect to definitive documentation.                 

   On August 24, 2000, VoiceStream held a special meeting of the VoiceStream
board of directors. Mr. Stanton reviewed the strategic reasons for the proposed 
VoiceStream/Powertel merger and senior management members of VoiceStream and    
outside counsel presented further details regarding the transaction and reviewed
the terms of the definitive VoiceStream/Powertel merger agreement. Goldman Sachs
also presented a financial analysis of the proposed transaction and delivered   
its oral opinion, later confirmed in writing, that as of the date of the        
opinion, the conversion number under the VoiceStream/                           

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Powertel merger agreement was fair from a financial point of view to            
VoiceStream. The presentation of Goldman Sachs is described under "-- Opinion of
VoiceStream's Financial Advisor." Mr. Stanton informed the VoiceStream board    
that the only outstanding issues were minor and were expected to be resolved.   
After such presentation and discussions, including the matters set forth in     
"Risk Factors Relating to the VoiceStream/Powertel Merger," "-- VoiceStream's   
Reasons for the VoiceStream/Powertel Merger" and "-- Recommendation and         
Considerations of the VoiceStream Board of Directors with Respect to the        
VoiceStream/Powertel Merger," the VoiceStream board of directors unanimously    
determined, subject to the successful resolution of the remaining employment    
issues, that the VoiceStream/Powertel merger agreement and the                  
VoiceStream/Powertel merger were fair to, and in the best interests of,         
VoiceStream and its stockholders and unanimously voted to approve the           
VoiceStream/Powertel merger agreement and the VoiceStream/Powertel merger and   
related agreements and to recommend to VoiceStream stockholders that they vote  
to approve the VoiceStream/Powertel merger agreement and the                    
VoiceStream/Powertel merger.                                                    

Deutsche Telekom's management board discussed a potential acquisition 
transaction involving Powertel at regularly scheduled meetings during July and  
August 2000. On August 24, 2000, Deutsche Telekom's supervisory board met in    
Bonn, Germany to consider the proposed acquisition of Powertel. At this meeting,
the supervisory board approved and authorized the execution of the Deutsche     
Telekom/Powertel merger agreement, subject to finalization by the parties'      
management and respective legal advisors.                                       

  On August 24, 2000, a special meeting of the Powertel board of directors
was convened. At this meeting, members of Powertel's management and Powertel's  
legal and financial advisors reviewed with the Powertel board the terms of the  
VoiceStream/Powertel and Deutsche Telekom/Powertel merger agreements and        
reported on the status of the negotiations. Morgan Stanley made a presentation  
regarding the analysis described under "-- Opinion of Powertel's Financial      
Advisor." The potential benefits of the proposed transactions and the financial 
and other effects of the proposed transactions were discussed in detail. Mr.    
Smith reported to the Powertel board that issues concerning Powertel's rights to
terminate the Deutsche Telekom/Powertel merger agreement, the transition plan   
for Powertel employees and Powertel's right to consent to amendments to the     
Deutsche Telekom/VoiceStream merger agreement remained unresolved. Mr. Smith    
asked for a recess of the meeting until such issues could be further negotiated.
The Powertel board of directors voted to recess the meeting. On August 26, 2000,
the Powertel board reconvened this meeting. Mr. Smith reported that the parties 
had completed negotiations on employee transition issues but that Powertel would
not have termination rights or a right to consent to amendments to the Deutsche 
Telekom/VoiceStream merger agreement. Legal counsel then reported to the        
Powertel board with regard to the terms of the definitive VoiceStream/Powertel  
merger agreement and the Deutsche Telekom/Powertel merger agreement, copies of  
which had previously been distributed to the Powertel board. After these        
discussions, Morgan Stanley rendered its oral opinion, which was subsequently   
confirmed in writing, that, as of the date of the opinion, the consideration to 
be received by the holders of the Powertel common and preferred shares pursuant 
to the Deutsche Telekom/Powertel merger agreement was fair, from a financial    
point of view, to such holders and, in the event the Deutsche Telekom/          
VoiceStream merger is not completed, the merger consideration to be received by 
the holders of the Powertel common and preferred shares pursuant to the         
VoiceStream/Powertel merger agreement was fair, from a financial point of view, 
to such holders. After the presentation and discussions, the Powertel board     
unanimously determined that each of the Deutsche Telekom/Powertel merger and the
VoiceStream/ Powertel merger was fair to, and in the best interests of, Powertel
and Powertel stockholders, and unanimously determined to approve each of the    
mergers and each of the merger agreements and related agreements and to         
recommend that the Powertel stockholders vote for the approval of each of the   
mergers and the merger agreements.                                              

     Following the approval of the Powertel board, each of the merger agreements
and all related agreements were executed on August 26, 2000.                    

   On August 27, 2000, prior to the commencement of trading on the Frankfurt
Stock Exchange on August 28, 2000, an announcement was made regarding the       
proposed mergers.                                                               
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   On February 8, 2001, with the approval of the Powertel board of directors
and the Deutsche Telekom management and supervisory boards, Deutsche Telekom and
Powertel agreed to amend the Deutsche Telekom/Powertel merger agreement to      
provide that the Deutsche Telekom/Powertel merger will not be completed before  
May 31, 2001, which is the second day after the expected record date for        
determining which Deutsche Telekom shareholders will be entitled to receive     
Deutsche Telekom's annual dividend in respect of fiscal year 2000. In connection
with this agreement, the parties agreed that Powertel would be permitted to pay 
a stock dividend to its common stockholders before completion of the Deutsche   
Telekom/Powertel merger of 0.0075 of a Powertel common share for each Powertel  
common share outstanding and, in the event that such dividend is paid, adjust   
correspondingly the exchange ratios for exchange of its preferred stock for     
Deutsche Telekom shares pursuant to the Deutsche Telekom/Powertel merger. These 
dividends and adjustments to the exchange ratios of the preferred stock and     
other convertible securities will have the effect of increasing by 0.75% the    
number of shares owned by Powertel stockholders and, accordingly, the aggregate 
amount of Deutsche Telekom shares to be received by Powertel stockholders in the
Deutsche Telekom/Powertel merger. The parties further agreed that if all of the 
conditions to completion of the Deutsche Telekom/Powertel merger are satisfied  
or waived in accordance with the merger agreement as of a date that is earlier  
than May 31, 2001, including the condition that no material adverse effect on   
Powertel shall have occurred, then after that earlier date Deutsche Telekom will
no longer have the ability to terminate the Deutsche Telekom/Powertel merger    
agreement because of any material adverse effect on, or a material inaccuracy   
in, a representation or warranty of Powertel. With the approval of their        
respective boards of directors, VoiceStream and Powertel agreed to amend the    
VoiceStream/Powertel merger agreement to provide for the adjustment of the      
calculation of the conversion number in the event the dividends described above 
are paid.                                                                       

DEUTSCHE TELEKOM'S REASONS FOR THE DEUTSCHE TELEKOM/POWERTEL MERGER             

  Deutsche Telekom believes that the Deutsche Telekom/Powertel merger will
complement the Deutsche Telekom/VoiceStream merger by augmenting Deutsche       
Telekom's entry into the high-growth U.S. wireless telecommunications industry, 
and will provide Powertel with the necessary capital resources, technology      
expertise and national and global reach to provide cost-competitive service and 
accelerate the introduction of next-generation voice and data services to its   
customers. Deutsche Telekom believes that the Deutsche Telekom/Powertel merger  
provides a unique opportunity to acquire a significant number of potential      
customers and a wireless telecommunications network utilizing the same GSM      
wireless technology as Deutsche Telekom and VoiceStream.                        

  Deutsche Telekom also considered the risks described under "Risk Factors
Relating to the Deutsche Telekom/VoiceStream Merger and the Deutsche            
Telekom/Powertel Merger" insofar as they apply to Powertel.                     

VOICESTREAM'S REASONS FOR THE VOICESTREAM/POWERTEL MERGER                       

VoiceStream believes that the addition of Powertel's wireless         
communications business to VoiceStream's will make VoiceStream a more           
competitive national wireless communications company with greater prospects for 
growth than either VoiceStream or Powertel would have on its own and will       
generate significant opportunities to deliver greater value to VoiceStream      
stockholders, including former Powertel stockholders after the                  
VoiceStream/Powertel merger.                                                    

Strong Geographic Fit                                                       

The addition of Powertel, which operates a GSM-based network in 12    
southeastern states where VoiceStream generally does not operate, fills the most
significant gap in VoiceStream's U.S. coverage, and will give the combined      
company more complete nationwide coverage. Together with Powertel and its       
affiliates, VoiceStream will have licenses to serve 24 of the 25 largest markets
in the United States. Those licenses will cover approximately 250 million       
potential customers. Powertel's current network coverage enables access to      
approximately 25 million potential customers. Access to these customers will    
strengthen VoiceStream's ability to compete on a nationwide basis.              

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Strong Technology Fit                                                       

     VoiceStream and Powertel operate compatible network platforms utilizing GSM
wireless technology. Together, VoiceStream and Powertel will offer seamless     
services over a common technology platform and provide customer-friendly        
features such as global roaming, unified billing and national customer service. 
VoiceStream believes that these services, which are not currently offered in    
this form by any other U.S. providers will give VoiceStream a competitive edge  
in the U.S. wireless communications industry.                                   

RECOMMENDATION AND CONSIDERATIONS OF THE VOICESTREAM BOARD OF DIRECTORS WITH    
RESPECT TO THE VOICESTREAM/POWERTEL MERGER                                      

   On August 24, 2000, the board of directors of VoiceStream, by a unanimous
vote, determined the VoiceStream/Powertel merger and the other transactions     
contemplated by the VoiceStream/Powertel merger agreement to be advisable, fair 
to and in the best interests of VoiceStream and its stockholders, approved and  
adopted the VoiceStream/Powertel merger agreement and recommended that the      
stockholders of VoiceStream vote for the approval and adoption of the           
VoiceStream/Powertel merger agreement. THE VOICESTREAM BOARD CONTINUES TO       
RECOMMEND THAT THE STOCKHOLDERS OF VOICESTREAM VOTE "FOR" APPROVAL AND ADOPTION 
OF THE VOICESTREAM/POWERTEL MERGER AGREEMENT AT THE VOICESTREAM SPECIAL MEETING.

  In the course of reaching its decision to adopt the VoiceStream/Powertel
merger agreement, the VoiceStream board consulted with management, as well as   
with its outside legal counsel and financial advisors, and considered the       
matters referred to under "--VoiceStream's Reasons for the VoiceStream/Powertel 
Merger," as well as the following material factors:                             

    - Complementary Strategies and Technologies; Opportunities for Growth. The
VoiceStream board believed that there is a strong strategic and   
       technology fit between VoiceStream's and Powertel's mobile communications
       businesses and operations, as described more fully under "--VoiceStream's
Reasons for the VoiceStream/Powertel Merger." In particular, the  
VoiceStream board noted that:                                     

          -- In light of current conditions and trends in the telecommunications
           industry, including acquisitions that have increased the size and
      strength of VoiceStream's competitors, the VoiceStream board
          believed that in order to compete effectively, VoiceStream would
             need to continue to expand its geographic coverage and aggressively
seek to grow its subscriber base;                     

          -- Powertel provides wireless telecommunications services in 12 states
            in the southeastern United States where VoiceStream generally does
            not operate. These states contain a population of approximately 25
million people;                                       

        -- Adding Powertel's network to VoiceStream's would give VoiceStream
             more complete nationwide coverage, with licenses to serve 24 of the
25 largest markets in the United States;              

      -- VoiceStream's and Powertel's mobile communications services are
  based on compatible network platforms using GSM wireless
technology; and                                       

          -- Because VoiceStream's and Powertel's networks are based on the same
           GSM standard, the combined company will be able to offer seamless
          services on a nationwide basis over a common technology platform
             and to provide services such as nationwide roaming, unified billing
and nationwide customer service.                      

    The VoiceStream board observed that these compatibilities could enable
the combined company to grow more quickly and beyond the levels   
       VoiceStream could be expected to achieve without the VoiceStream/Powertel
merger.                                                           

  - Financial Impact.  The VoiceStream board reviewed, with management and
     its financial advisors, the historical operating results of VoiceStream
 and Powertel and the projected operating results of VoiceStream and
Powertel individually and in combination.                         

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  - Transaction Terms.  The VoiceStream board believed that the relatively
limited number of conditions and termination rights increased the 
likelihood that the transaction would be completed if the Deutsche
Telekom/VoiceStream merger agreement is terminated.               

 - Opinion of Financial Advisor.  Goldman Sachs, VoiceStream's financial
       advisor, made presentations to the VoiceStream board concerning financial
    aspects of the proposed VoiceStream/Powertel merger, and delivered its
   oral opinion, later confirmed in writing, that as of the date of that
  opinion, the conversion number under the VoiceStream/Powertel merger
agreement was fair from a financial point of view to VoiceStream. 

- Powertel Stockholder Agreements.  Powertel is required to submit the
    VoiceStream/Powertel merger agreement to Powertel stockholders even if
the Powertel board withdraws its recommendation, and holders of   
    Powertel's common and preferred shares with sufficient voting power to
   approve the VoiceStream/Powertel merger have entered into stockholder
   agreements with VoiceStream in which such holders have agreed to vote
      their shares in favor of the VoiceStream/Powertel merger at the Powertel
special meeting. As a result, Powertel stockholder approval of the
VoiceStream/Powertel merger is assured even if the Powertel board 
withdraws or changes its recommendation.                          

  The VoiceStream board also considered the following potentially negative
factors associated with the VoiceStream/Powertel merger:                        

- the risks described under "Risk Factors Relating to the             
VoiceStream/Powertel Merger;"                                     

    - that the combined company following the VoiceStream/Powertel merger will
       still be significantly smaller than many of its major competitors and, as
  a result, the combined company will be required to raise significant
       amounts of capital in order to continue to grow, expand and build out its
GSM network; and                                                  

- the risk that a regulatory body could delay the VoiceStream/Powertel
      merger or impose conditions which reduce the anticipated benefits of the
VoiceStream/Powertel merger.                                      

The VoiceStream board believed and continues to believe that these    
potential risks are greatly outweighed by the anticipated benefits from the     
VoiceStream/Powertel merger.                                                    

 The foregoing discussion addresses the material information and factors
considered by the VoiceStream board in its consideration of the                 
VoiceStream/Powertel merger, including factors that support the                 
VoiceStream/Powertel merger as well as those that may weigh against it. The     
VoiceStream board conducted numerous discussions of the factors described above,
including asking questions of VoiceStream's management and legal and financial  
advisors. In view of the variety of factors and the amount of information       
considered, the VoiceStream board did not find it practicable to, and did not,  
make specific assessments of, quantify or otherwise assign relative weights to  
the specific factors considered in reaching its determination. In addition, the 
VoiceStream board did not undertake to make any specific determination as to    
whether any particular factor, or any aspect of any particular factor, was      
favorable or unfavorable to its ultimate determination. The determination to    
approve the VoiceStream/Powertel merger was made after consideration of all of  
the factors as a whole. In addition, individual members of the VoiceStream board
may have given different weights to different factors.                          

RECOMMENDATION AND CONSIDERATIONS OF THE POWERTEL BOARD OF DIRECTORS WITH       
RESPECT TO THE DEUTSCHE TELEKOM/POWERTEL MERGER AND VOICESTREAM/POWERTEL MERGER 

   On August 26, 2000, at a special meeting, the Powertel board of directors
unanimously determined that each of the Deutsche Telekom/Powertel merger and the
VoiceStream/Powertel merger and the other transactions contemplated by each of  
the Deutsche Telekom/Powertel merger agreement and the VoiceStream/Powertel     
merger agreement, respectively, is advisable and in the best interests of       
Powertel and its stockholders, approved and adopted each of the Deutsche        
Telekom/Powertel merger agreement and the VoiceStream/Powertel merger agreement 
and recommended that the stockholders of Powertel vote for approval and adoption
of the Deutsche Telekom/Powertel merger agreement and the VoiceStream/          

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Powertel merger agreement. THE POWERTEL BOARD OF DIRECTORS CONTINUES TO         
RECOMMEND THAT THE POWERTEL STOCKHOLDERS VOTE "FOR" APPROVAL AND ADOPTION OF    
EACH OF THE MERGERS AND THE MERGER AGREEMENTS AT THE POWERTEL SPECIAL MEETING.  

In the course of reaching its decision to adopt each of the merger    
agreements, the Powertel board of directors consulted with members of Powertel's
management as well as with Powertel's legal counsel and financial advisors, and 
considered the following material factors, in addition to those set forth under 
"-- Deutsche Telekom's Reasons for the Deutsche Telekom/Powertel Merger:"       

 - the view of the Powertel board of directors and Powertel's management
      that in light of current conditions and trends in the telecommunications
industry, including consolidation that has increased the size and 
strength of our competitors:                                      

       -- it is uncertain how regional operators, such as Powertel, will compete
on a national or global basis; and                          

  -- Powertel's business and financial performance should benefit from
being part of a larger, more diverse company;               

    - an analysis of the potential stockholder value that could be expected to
be generated from the various strategic alternatives available to 
Powertel, including the alternatives of:                          

-- continuing as an independent company;                          

      -- pursuing a series of acquisitions by Powertel to increase the size of
Powertel's coverage area; and                               

     -- entering into a strategic business combination with another wireless
telecommunications company;                                 

- the fact that:                                                      

-- the Powertel board of directors and Powertel's management had  
    investigated and discussed various strategic alternatives over a
period of months;                                           

-- there had been ongoing publicity and speculation in the market 
regarding Powertel possibly being a takeover target;        

     -- Morgan Stanley, at Powertel's direction, had contacted and solicited
       indications of interest from telecommunications companies that were
         viewed as potentially having an interest in engaging in a transaction
with Powertel; and                                          

       -- VoiceStream and Deutsche Telekom submitted the only firm proposal as a
result of this process;                                     

 - the view of Powertel's management and the Powertel board of directors
     that a merger of Powertel and VoiceStream, even if VoiceStream were not
       to combine with Deutsche Telekom, would represent an excellent "fit" from
a strategic standpoint due to the companies' common GSM wireless  
technology platform, non-overlapping coverage areas and consistent
strategies that the companies were pursuing, and should produce a 
stronger combined company with increased economies of scale;      

- the fact that both transactions, because they are structured as     
       stock-for-stock mergers, instead of as sales for cash, provide Powertel's
stockholders with the opportunity to continue as stockholders in a
larger, more competitive company;                                 

- the view of Powertel's board that Powertel would likely receive its 
     highest valuation from another GSM-based provider because of factors such
as Powertel's network compatibility with other GSM networks and its 
      existing base of customers who are using GSM technology, and the fact that
    VoiceStream is the only national provider of wireless services using GSM
technology;                                                         

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- the view of the Powertel board and Powertel's management as to the  
business, operations, properties and assets, financial condition, 
       competitive position, business strategy and prospects of each of Deutsche
      Telekom and VoiceStream as well as the risks involved in achieving these
 prospects, and the economic and market conditions applicable to the
    telecommunications industry, both on a historical and on a prospective
basis;                                                            

- the fact that:                                                      

-- Deutsche Telekom has significant financial resources;          

      -- regardless of whether the Deutsche Telekom/VoiceStream merger closes,
Deutsche Telekom will invest $5 billion in VoiceStream; and 

       -- VoiceStream is expected to use these funds for the continued build out
and expansion of the GSM network in the United States;      

    - the fact that the Deutsche Telekom/Powertel merger will not close unless
     the Deutsche Telekom/VoiceStream merger closes, which necessarily means
   that, in either circumstance, Powertel will be combining its wireless
     coverage areas with VoiceStream's complementary wireless coverage areas
to create a nationwide GSM-based wireless provider;               

     - the fact that additional spectrum for wireless communications is expected
 to shortly become available, and this spectrum could be acquired by
 Deutsche Telekom, VoiceStream or other persons as an alternative to
acquiring Powertel;                                               

     - the expectation that each of the Deutsche Telekom/Powertel merger and the
    VoiceStream/Powertel merger will qualify as a tax-free transaction for
    U.S. federal income tax purposes, except with respect to cash received
for fractional shares;                                            

- a review of the provisions contained in the draft Deutsche          
      Telekom/Powertel and VoiceStream/ Powertel merger agreements and related
documents, including the various stockholders agreements in which 
      Powertel stockholders holding a majority of the voting power entitled to
vote with respect to the Deutsche Telekom/Powertel and            
 VoiceStream/Powertel mergers were to agree to vote to approve those
mergers; and                                                      

- the presentations of Morgan Stanley, Powertel's financial advisors, 
     concerning the financial aspects of the proposed mergers, including the
  implied premia to the historical trading prices of Powertel's common
     shares implied by the proposed consideration to be paid in the Deutsche
      Telekom/ Powertel merger and the VoiceStream/Powertel merger, and of the
various strategic alternatives available to Powertel, and the oral
     opinion received from Morgan Stanley, later confirmed in writing, that,
   as of the date of the opinion, and based on the considerations in the
opinion:                                                          

   -- the consideration to be received by holders of Powertel common and
     preferred shares pursuant to the Deutsche Telekom/Powertel merger
          agreement was fair from a financial point of view to such holders; and

       -- in the event the Deutsche Telekom/VoiceStream merger is not completed,
      the consideration to be received by holders of Powertel common and
          preferred shares pursuant to the VoiceStream/Powertel merger agreement
was fair from a financial point of view to such holders.    

The Powertel board also considered the following potentially negative 
factors associated with the mergers:                                            

     - the fact that Deutsche Telekom ADSs, Deutsche Telekom ordinary shares and
     VoiceStream common shares have experienced substantial price volatility
in recent months;                                                 

 -  the fact that because the exchange ratios for Powertel shares in the
      Deutsche Telekom/Powertel merger are fixed, and because the provisions
       of the VoiceStream/Powertel merger agreement provide only limited price
protection to Powertel stockholders, the value of the merger    
consideration                                                   
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to Powertel stockholders may decrease prior to the completion of the Deutsche   
Telekom/Powertel merger or the VoiceStream/Powertel merger, as the case may be; 

  - the fact that the consideration offered by VoiceStream with respect to
the VoiceStream/Powertel merger reflected only a slight premium in  
    comparison to the actual trading performance of Powertel's common shares
during most historical periods that were analyzed;                  

-  with respect to the Deutsche Telekom/Powertel merger only, that the
   market price for Deutsche Telekom shares to be received by Powertel
     stockholders in the Deutsche Telekom/Powertel merger may be adversely
      affected by the prospect of future sales of Deutsche Telekom shares by
       the Federal Republic of Germany and KfW, Deutsche Telekom's two largest
       shareholders, or by current Powertel stockholders who are not permitted
      to hold equity securities of non-U.S. companies or who otherwise elect
not to hold Deutsche Telekom shares;                            

  - the fact that the Deutsche Telekom/VoiceStream merger and the Deutsche
Telekom/Powertel merger may face enhanced regulatory scrutiny; and

- the fact that the termination fee provisions of the Deutsche        
   Telekom/Powertel merger agreement and the VoiceStream/Powertel merger
       agreement, together with the fact that Powertel stockholders that, in the
    aggregate, had sufficient voting power to approve each of the Deutsche
      Telekom/ Powertel merger and the VoiceStream/Powertel merger would agree
to vote in favor of each of the mergers, would likely discourage  
alternative proposals from being made to Powertel, but that the   
 termination fee provisions of each of the Deutsche Telekom/Powertel
merger agreement and the VoiceStream/Powertel merger agreement are
    customary for transactions of this type, and that these provisions, in
       addition to the Powertel stockholder agreements, were necessary to induce
      each of Deutsche Telekom and VoiceStream to enter into the transactions.

   The Powertel board believed that these potential risks were outweighed by
the potential benefits anticipated to result from the mergers. In considering   
the proposed Deutsche Telekom/Powertel merger and the VoiceStream/Powertel      
merger, the directors of Powertel were aware of the interests of certain        
officers and directors of Powertel in the Deutsche Telekom/Powertel merger and  
the VoiceStream/Powertel merger described under "-- Interests of Directors and  
Officers of Powertel in the Deutsche Telekom/Powertel Merger and the            
VoiceStream/Powertel Merger."                                                   

 The foregoing discussion addresses the material information and factors
considered by the Powertel board in its consideration of the Deutsche           
Telekom/Powertel merger and the VoiceStream/Powertel merger, including factors  
that support each of the mergers as well as those that may weigh against each of
the mergers. The Powertel board of directors conducted numerous discussions of  
the factors described above, including asking questions of Powertel's management
and legal and financial advisors. In view of the variety of factors and the     
amount of information considered, the Powertel board of directors did not find  
it practical to, and did not, make specific assessments of, quantify or         
otherwise assign relative weights to the specific factors considered in reaching
its determination. In addition, the Powertel board of directors did not         
undertake to make any specific determination as to whether any particular       
factor, or any aspect of any particular factor, was favorable or unfavorable to 
its ultimate determination. The determination to approve each of the Deutsche   
Telekom/Powertel merger and the VoiceStream/Powertel merger was made after      
consideration of all of the factors as a whole. In addition, individual members 
of the Powertel board of directors may have given different weights to different
factors.                                                                        

Subsequent Stock Market Developments Relating to Deutsche Telekom Shares    

As of February 7, 2001, the trading price of Deutsche Telekom ordinary
shares on the Frankfurt Stock Exchange had declined from 44.30 euros to 33.02   
euros, or by approximately 25%, since August 25, 2000, the last trading day     
before the public announcement of the signing of the Deutsche Telekom/Powertel  
merger agreement. As a result, the consideration payable in the Deutsche        
Telekom/Powertel merger would have had a value on February 7, 2001 of           
approximately $80.96, which represents a premium of approximately 5.3% to the   
$76.69 trading price of Powertel common shares on                               

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that day. As discussed above, in negotiating and approving the Deutsche         
Telekom/Powertel merger agreement, the Powertel board was aware that a decline  
in the trading price of Deutsche Telekom ADSs or shares would decrease the      
dollar value of the consideration to be received by Powertel stockholders in the
merger. However, the Powertel board viewed the Deutsche Telekom/Powertel merger 
as a strategic combination that could be expected to provide Powertel           
stockholders with a long-term opportunity to participate in a stronger combined 
company with increased economies of scale.                                      

OPINION OF VOICESTREAM'S FINANCIAL ADVISOR                                      

   Goldman Sachs has acted as financial advisor to VoiceStream in connection
with the proposed VoiceStream/Powertel merger. On August 24, 2000, Goldman Sachs
delivered its oral opinion to the VoiceStream board, conditioned on the         
finalization of the VoiceStream/Powertel merger agreement in substantially the  
form reviewed by Goldman Sachs on August 24, 2000. After VoiceStream and        
Powertel finalized the VoiceStream/Powertel merger agreement, Goldman Sachs     
confirmed its oral opinion in writing without such condition that, as of August 
26, 2000, the conversion number under the VoiceStream/Powertel merger agreement 
was fair from a financial point of view to VoiceStream. Goldman Sachs noted that
the VoiceStream/Powertel merger agreement would automatically terminate         
concurrently with the completion of the Deutsche Telekom/VoiceStream merger, in 
which event the VoiceStream/ Powertel merger would not occur. In connection with
delivering its opinion for the VoiceStream/Powertel merger, Goldman Sachs did   
not express any opinion with respect to the Deutsche Telekom/Powertel merger    
agreement, the Deutsche Telekom/Powertel merger, the Deutsche                   
Telekom/VoiceStream merger agreement or the Deutsche Telekom/VoiceStream merger.

The "conversion number" means:                                        

- 0.75 if the VoiceStream average closing price is $113.33 or below;  

  - 0.65 if the VoiceStream average closing price is $130.77 or above; and

     - if the VoiceStream average closing price is greater than $113.33 and less
than $130.77, the quotient determined by dividing $85.00 by the   
VoiceStream average closing price.                                

     Each case is subject to reduction in the event that the aggregate number of
outstanding Powertel common shares and securities convertible into or           
exchangeable for Powertel common shares as calculated pursuant to the           
VoiceStream/Powertel merger agreement exceeds a specified amount. The           
"VoiceStream average closing price" means the volume weighted average closing   
price, based on the Nasdaq composite volume published by The Wall Street        
Journal, of the VoiceStream common shares as publicly reported on the Nasdaq    
Stock Market as of 4:00 p.m. eastern time for 10 trading days randomly selected 
by lot within the last 20 trading days ending five trading days prior to the    
completion of the VoiceStream/Powertel merger.                                  

   The full text of the Goldman Sachs opinion is attached as Annex E to this
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, among other things:

    - the VoiceStream/Powertel merger agreement, the Deutsche Telekom/Powertel
     merger agreement and the Deutsche Telekom/VoiceStream merger agreement;

 - the annual reports to stockholders and annual reports on Form 10-K of
      VoiceStream and VoiceStream predecessors and Powertel for the four years
ended December 31, 1999;                                          

    - the definitive proxy statement dated January 25, 2000 in connection with
the acquisitions by VoiceStream of Aerial and Omnipoint;          

 - certain interim reports to stockholders and quarterly reports on Form
10-Q of VoiceStream and Powertel;                                 

  - other communications from VoiceStream and Powertel to their respective
stockholders;                                                     
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- internal financial analyses and forecasts for Powertel prepared by  
management of Powertel;                                           

 - internal financial analyses and forecasts for VoiceStream prepared by
management of VoiceStream; and                                    

  - internal financial analyses and forecasts for Powertel prepared by the
management of VoiceStream.                                        

   Goldman Sachs also held discussions with members of the senior management
of VoiceStream and Powertel regarding their assessment of the strategic         
rationale for, and the potential benefits of, the transaction contemplated by   
the VoiceStream/Powertel merger 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
common shares and the Powertel common shares;                     

   - compared certain financial and stock market information for VoiceStream
   and Powertel 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 telecommunications industry specifically and in other industries
generally; and                                                    

 - performed such other studies and analyses as Goldman Sachs considered
appropriate.                                                      

Goldman Sachs relied upon the accuracy and completeness of all of the 
financial and other information discussed with or reviewed by it and assumed    
such accuracy and completeness for purposes of rendering its opinion.           
Specifically, Goldman Sachs assumed with the consent of the VoiceStream board   
that the internal financial forecasts for Powertel prepared by VoiceStream      
management have been reasonably prepared on a basis reflecting the best         
currently available estimates and judgments of VoiceStream, and that those      
forecasts will be realized in the amounts and time periods contemplated thereby.
In addition, Goldman Sachs did not make an independent evaluation or appraisal  
of the assets and liabilities of VoiceStream or Powertel or any of their        
subsidiaries and Goldman Sachs was not furnished with any such evaluation or    
appraisal. Goldman Sachs also assumed that all material governmental, regulatory
or other consents and approvals necessary for the completion of the transaction 
will be obtained without any adverse effect on VoiceStream or Powertel or on the
expected benefits of the VoiceStream/Powertel merger. Goldman Sach's opinion was
addressed to the VoiceStream board and the opinion does not constitute a        
recommendation as to how any holder of VoiceStream common shares should vote    
with respect to the VoiceStream/Powertel merger agreement or merger.            

    The following is a summary of the material financial analyses presented by
Goldman Sachs to the VoiceStream board on August 24, 2000. 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.           

Contribution Analysis                                                       

   Goldman Sachs performed an analysis the purpose of which was to determine
how the contribution of Powertel to the combined company, based on the various  
measurement factors described below, compared to the percentage of the total    
equity of the combined company that Powertel stockholders would receive as a    
result of the VoiceStream/Powertel merger. Goldman Sachs noted that, based on   
the range of potential conversion numbers of 0.65-0.75, the Powertel            
stockholders would receive between 10.7% and 12.2% of the total equity of the   
combined company pursuant to the VoiceStream/Powertel merger agreement. In      
preparing this analysis, Goldman Sachs reviewed certain estimated future        
operating and financial information for VoiceStream and Powertel supplied to    
Goldman Sachs by VoiceStream management. The measurement factors that Goldman   
Sachs considered included for each of 2000, 2001 and 2002:                      

- covered POPs;                                                       

- subscribers;                                                        
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- service revenues;                                                   

- EBITDA;                                                             

- equity value; and                                                   

- enterprise value.                                                   

  The projected financial information for each of VoiceStream and Powertel
was provided by the VoiceStream management. As projected:                       

     - "Subscribers" is an estimated number of enrolled customers in a company's
subscription plans;                                               

- "Service revenues" are the estimated revenues derived from providing
communications services;                                          

    - "Equity value" represents each company's enterprise value minus the book
      value of its outstanding net indebtedness and estimated non-core assets,
or assets that are not directly related to the company's wireless 
network; and                                                      

   - "Enterprise value" is a measure of a company's value that is calculated
    as the sum of a company's market capitalization, total debt, preferred
shares and minority interest, less cash and cash equivalents.     

The following table presents the results of that analysis:            

                                                        [Enlarge/Download Table]

                                                              CONTRIBUTION OF POWERTEL 
                                                              TO THE COMBINED COMPANY  
                                                             --------------------------
                                                             2000E     2001E     2002E 
                                                             ------    ------    ------
                                                                                       
Covered POPs................................................  15.4%     13.6%     11.7%
Subscribers.................................................  18.7%     16.6%     15.1%
Service revenues............................................  20.7%     16.3%     14.4%
EBITDA......................................................    NA      21.4%     16.4%

                                                        [Enlarge/Download Table]

                                                                                $85.00      
                                                                          PRICE PER POWERTEL
                                        0.65 DEAL RATIO  0.75 DEAL RATIO        SHARE       
                                        ---------------  ---------------  ------------------
                                                                                            
Equity value...........................       11%              12%                11%       
Enterprise value.......................       11%              12%                12%       

 Goldman Sachs noted that this analysis demonstrated that the percentage
ownership that current VoiceStream stockholders would hold in the combined      
company as a result of the VoiceStream/Powertel merger was within or above the  
range of VoiceStream's contribution to the combined company.                    

Discounted Cash Flow Analysis                                               

     Goldman Sachs performed an analysis the purpose of which was to compare the
present value per share of Powertel, using discounted cash flow methodologies,  
to the present value per share of VoiceStream. Goldman Sachs performed this     
analysis by determining ranges of enterprise values and equity values for       
Powertel and VoiceStream, each on a stand-alone basis without accounting for any
synergies. Specifically, Goldman Sachs considered the range of values for       
Powertel and VoiceStream, each on a stand-alone basis, based in both cases on   
VoiceStream management's internal model for each company. The following table   
presents the ranges of enterprise values and equity values, as well as the price
per share and the ratio of enterprise value to 2001 Covered POPs for both       
Powertel and VoiceStream, based on forward 2009 EBITDA multiples for Powertel   
and VoiceStream ranging from 9.0x to 13.0x and discount rates ranging from 11%  
to 15%. The various ranges for the discount rates and                           

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terminal value multiples were chosen by Goldman Sachs based upon theoretical    
analyses of cost of capital ranges that could be applicable.                    

                                                                [Download Table]

                                                        POWERTEL      VOICESTREAM  
                                                      -------------  --------------
                                                                                   
Enterprise value (in millions)....................... $6,245-10,396  $44,588-73,706
Equity value (in millions)...........................   5,406-9,557   43,698-72,816
Price per VoiceStream share.......................... $96.44-170.48  $144.42-240.65
2001 Covered POP value (in dollars per POP)..........       318-536         297-510

    Goldman Sachs also determined the exchange ratio implied by the prices per
share as well as the projected ownership percentage of Powertel stockholders in 
the combined company to result from the VoiceStream/Powertel merger based on the
same forward 2009 EBITDA multiples and discount rates, as follows:              

                                                                [Download Table]

                                                                  POWERTEL   
                                                                ------------ 
                                                                             
Exchange ratio                                                               
(ratio of Powertel price per share to VoiceStream price per                  
share)......................................................     0.668-0.708x
Powertel ownership of combined company......................       11.0-11.6%

Goldman Sachs noted that the exchange ratios derived in the above discounted    
cash flow analysis were within the range of conversion numbers contemplated by  
the VoiceStream/Powertel merger agreement.                                      

Transaction Premium Analysis                                                

    Goldman Sachs performed an analysis the purpose of which was to assess the
premiums represented by assumed conversion numbers over the conversion number   
that would be implied by the price or average prices of VoiceStream common      
shares and Powertel common shares at a point in time or over a period of time.  
The assumed conversion numbers used were 0.65 and 0.75, the minimum and maximum 
possible conversion numbers under the VoiceStream/Powertel merger agreement, and
0.70, the median of those two. The point in time and periods used in the        
analysis were August 18, 2000 and the 10-day, 20-day, 30-day, 60-day,           
three-month, six-month, nine-month and one-year periods ending August 18, 2000, 
the last trading day before any public reports of the proposed                  
VoiceStream/Powertel merger. The following table presents the result of that    
analysis:                                                                       

                                                        [Enlarge/Download Table]

                                       POWERTEL     IMPLIED            PREMIUM (DISCOUNT) TO        
                          VOICESTREAM   PRICE     VOICESTREAM/       OBSERVED CONVERSION NUMBER     
                           PRICE OR       OR        POWERTEL       0.65         0.70         0.75   
                            AVERAGE    AVERAGE     CONVERSION   CONVERSION   CONVERSION   CONVERSION
                             PRICE      PRICE        NUMBER       NUMBER       NUMBER       NUMBER  
                          -----------  --------   ------------  ----------   ----------   ----------
                                                                                                    
Transaction price........   $111.88     $83.91(a)      0.75x      (13.3)%       (6.7)%        0.0%  
August 18, 2000..........    111.88      80.19         0.72        (9.3)        (2.3)        11.6   
10-day average...........    123.85      81.92         0.66         1.7          5.8         13.4   
20-day average...........    124.54      83.81         0.67        (3.4)         4.0         11.5   
30-day average...........    130.75      85.36         0.65        (0.4)         7.2         14.9   
60-day average...........    128.93      82.77         0.64         1.3          9.0         16.8   
3-month average..........    126.77      82.01         0.65         0.5          8.2         15.9   
6-month average..........    121.10      78.79         0.65        (0.1)         7.6         15.3   
9-month average..........    121.28      83.55         0.69        (5.6)         1.6          8.9   
One-year average.........    108.53      77.07         0.71        (8.5)        (1.4)         5.6   

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

(a) Represents the value per share of Powertel common shares at a conversion    
number of 0.75, which is the conversion number applicable if the average
price of VoiceStream common shares calculated according to the          
VoiceStream/Powertel merger agreement is $113.33 and below.             

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Goldman Sachs noted that the implied conversion numbers derived in the analysis 
above fell within the range of conversion numbers contemplated by the           
VoiceStream/Powertel merger agreement.                                          

Selected Companies Analysis                                                 

   Goldman Sachs performed an analysis to determine the public market values
of Powertel and VoiceStream relative to other public companies in the wireless  
telecommunications sector. Goldman Sachs reviewed and compared financial        
information of Powertel and VoiceStream to corresponding financial information  
for selected companies, chosen because they are publicly traded companies with  
operations that are similar to those of Powertel and VoiceStream. Goldman Sachs 
undertook to determine how different measures of the price per POP for Powertel,
VoiceStream and the combined company after the VoiceStream/Powertel merger      
compared to the same measures of price per POP for the following selected       
companies: TeleCorp PCS Inc., Sprint PCS Group, Triton PCS Holdings Inc. and    
Nextel Communications Inc. The price per POP in each case was calculated by     
dividing the respective company's core enterprise value or adjusted enterprise  
value by different measures of that company's POPs. In this analysis:           

- "Core enterprise value" is a measure of each company's value that is
   calculated by adding its market capitalization, total debt, preferred
   shares and minority interest, and subtracting from that sum its cash,
     cash equivalents and an estimate of non-core assets, or assets that are
not directly related to the company's wireless network;           

    - "Adjusted enterprise value" is a measure of each company's value that is
       calculated by subtracting from the core enterprise value for that company
   the value of its unbuilt POPs, or POPs for which the company does not
      currently have plans to establish an operating network, valued at $25.00
per POP; and                                                      

  - "Weighted Total POPs" is a measure calculated to reflect the fact that
networks have differing levels of spectrum available to different 
    geographic areas and is calculated by weighting POPs with greater MHz,
    since licenses with greater MHz provide greater bandwidth or capacity.
       "Weighted Total POPs" are determined by multiplying the number of POPs in
       a 30 MHz license area by one, the number of POPs in a 20 MHz license area
    by 0.75, the number of POPs in a 10 MHz license area by 0.25 and, with
respect to Nextel, the number of Nextel POPs by 0.75.             

     Finally, values per POP show the relation of the number of a company's POPs
to its capitalization. "2001 Covered POP Value" represents adjusted enterprise  
value divided by projected 2001 Covered POPs, "Weighted Total POP Value"        
represents core enterprise value divided by Weighted Total POPs and "Total POP  
Value" represents core enterprise value divided by total POPs.                  

  The analysis was performed using share prices as of August 18, 2000. The
following chart summarizes the results of that analysis:                        

                                                        [Enlarge/Download Table]

                              POWERTEL  VOICESTREAM  SPRINT PCS  TELECORP  TRITON   NEXTEL 
                              --------  -----------  ----------  --------  -------  -------
                                                                                           
2001 Covered POPs                                                                          
(in millions)................    19.0       136.7       185.0       30.8      13.3    192.0
2001 Covered POP value                                                                     
(in dollars per POP)......... $274.91     $236.50     $284.10    $289.80   $300.24  $239.13
Weighted total POPs                                                                        
(in millions)................    22.1       161.0       191.1       28.7       9.8    176.5
Weighted total POP value                                                                   
(in dollars per POP)......... $245.55     $211.34     $284.26    $311.55   $409.56  $263.51
Total POPs (in millions).....    26.9       220.2       270.0       35.2      13.0    235.3
Total POP value                                                                            
(in dollars per POP)......... $201.96     $154.51     $201.14    $253.58   $307.17  $197.64

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Goldman Sachs noted that Powertel's values per POP were within the range of     
values per POP represented by the other selected companies in the analysis.     

Pro Forma Merger Analysis                                                   

Goldman Sachs also analyzed the potential effects of the              
VoiceStream/Powertel merger on VoiceStream's projected EBITDA per share for     
2002, 2001 and 2002. Goldman Sachs conducted the analysis using assumed         
conversion numbers of 0.65 and 0.75, the minimum and maximum possible conversion
numbers under the VoiceStream/Powertel merger agreement, as well as an assumed  
$85.00 per share value for Powertel common shares. The analysis also used       
estimates for VoiceStream and Powertel EBITDA for 2000, 2001 and 2002 provided  
by VoiceStream management. The following table lays out the accretion to the    
EBITDA figures of VoiceStream that are projected to be the result of the        
VoiceStream/Powertel merger. The percentage accretion represents the percentage 
by which the pro forma EBITDA per share of the combined VoiceStream/Powertel    
entity would exceed the projected EBITDA per share of VoiceStream on a          
stand-alone basis. The following table presents the results of this analysis:   

                                                        [Enlarge/Download Table]

                                                        EBITDA ACCRETION PER POST-      
                                                         MERGER VOICESTREAM SHARE       
                                                   -------------------------------------
                                                                  $85.00                
                                                      .65x          PER          .75x   
                                                   CONVERSION      SHARE      CONVERSION
                                                     NUMBER        VALUE        NUMBER  
                                                   ----------    ---------    ----------
                                                                                        
EBITDA  2000E.....................................    14.4%        15.9%          4.1%  
        2001E.....................................    13.6%        11.6%         11.7%  
        2002E.....................................     6.7%         4.8%          5.0%  

Goldman Sachs noted that the above figures indicate that, given the assumptions 
made in preparing the analysis, the VoiceStream/Powertel merger is projected to 
be accretive to holders of VoiceStream common shares in the periods outlined.   

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's 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 Powertel or the merger. Goldman Sachs prepared the analyses      
solely for purposes of providing its opinion to the VoiceStream board as to the 
fairness of the conversion number. 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.                                                               

   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 merger and because of Goldman Sachs' familiarity with VoiceStream arising
from having provided investment banking services in the past to VoiceStream and 
its predecessor.                                                                

Goldman Sachs is familiar with VoiceStream having provided certain    
investment banking services from time to time to:                               

- VoiceStream;                                                        

- VS Washington; and                                                  

- VS Washington's former parent, Western Wireless.                    

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Such services include having acted as:                                          

     - lead managing underwriter in the initial public offering of 12.65 million
common shares of Western Wireless in May 1996;                    

   - 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;                                             

    - 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;                                         

     - Western Wireless's financial advisor in connection with the sale of 19.9%
     of the outstanding shares of VS Washington's common shares to Hutchison
PCS (USA) Limited in February 1998;                               

  - lead manager in the public offering of 13.915 million Western Wireless
common shares in April 1998;                                      

 - VoiceStream's financial advisor in connection with the acquisition of
Omnipoint in June 1999;                                           

 - VoiceStream's financial advisor in connection with the acquisition of
Aerial in September 1999;                                         

    - lead manager in the private offering of $1.1 billion aggregate principal
amount of 10% senior notes due November 2009 of VS Washington and 
   VoiceStream and $720 million aggregate principal amount of 11% senior
  discount notes due November 2009 of VS Washington and VoiceStream in
November 1999;                                                    

- VoiceStream's financial advisor in connection with, and having      
  participated in certain of the negotiations leading to, the Deutsche
Telekom/VoiceStream merger agreement; and                         

- VoiceStream's financial advisor in connection with, and having      
participated in certain of the negotiations leading to, the       
VoiceStream/Powertel merger agreement.                            

     Goldman Sachs has received compensation of approximately $39.5 million from
VoiceStream or VS Washington with respect to investment banking services        
provided to VoiceStream and/or VS Washington over the past two years, which     
includes $10 million already paid by VoiceStream in connection with the Deutsche
Telekom/VoiceStream merger. As of August 26, 2000, investment funds affiliated  
with Goldman Sachs had a principal investment in VoiceStream in the amount of   
10,088,128 VoiceStream common shares and have the right to designate a nominee  
for election to the VoiceStream board of directors. Terrence O'Toole, a managing
director of Goldman Sachs, is a director of VoiceStream. Goldman Sachs has also 
provided investment banking services to Powertel including having purchased from
Ericsson, Inc. in December 1998 $165 million aggregate principal amount of a    
tranche of the loan made from Ericsson to Powertel, and in June 1998 an         
additional $100 million aggregate principal amount of a tranche of that loan,   
and having acted as a lender under, and having been a party to agreements with  
respect to, that loan.                                                          

  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 Powertel for its own account and for the accounts of         
customers. As of August 26, 2000, Goldman Sachs had accumulated a net long      
position of 308 Powertel shares. As of the same date and not including the      
principal investment referred to above, Goldman Sachs had a net short position  
of 180,716 shares of VoiceStream common shares.                                 

Pursuant to a letter agreement dated May 8, 2000, VoiceStream engaged 
Goldman Sachs to act as its financial advisor in connection with the potential  
acquisition of Powertel. Pursuant to this letter agreement, VoiceStream has     
agreed to pay Goldman Sachs $10 million upon consummation of the acquisition of 
Powertel. 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.                                                        

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OPINION OF POWERTEL'S FINANCIAL ADVISOR                                         

    Under an engagement letter, dated as of January 12, 2000, Powertel engaged
Morgan Stanley to provide financial advisory services to Powertel. The Powertel 
board of directors selected Morgan Stanley to act as its financial advisor based
on Morgan Stanley's qualifications, expertise and reputation, as well as Morgan 
Stanley's knowledge of the business and affairs of Powertel.                    

     On August 26, 2000, Morgan Stanley delivered its oral opinion, subsequently
confirmed in writing, to the Powertel board of directors that, as of such date, 
and subject to and based upon the various considerations, assumptions,          
limitations and qualifications set forth in its opinion:                        

     - the consideration to be received by holders of Powertel common shares and
preferred shares pursuant to the Deutsche Telekom/Powertel merger 
     agreement is fair from a financial point of view to holders of Powertel
common shares and preferred shares; and                           

  - in the event the Deutsche Telekom/VoiceStream merger is not completed,
       the consideration to be received by the holders of Powertel common shares
and preferred shares pursuant to the VoiceStream/ Powertel merger 
agreement is fair from a financial point of view to the holders of
Powertel common shares and preferred shares.                      

 The full text of Morgan Stanley's opinion, dated August 26, 2000, which
sets forth, among other things, assumptions made, procedures followed, matters  
considered and limitations on the scope of the review undertaken by Morgan      
Stanley in rendering its opinion, is attached to this proxy statement/prospectus
as Annex F. You are urged to read the entire opinion carefully and in its       
entirety.                                                                       

     Morgan Stanley's opinion is directed to the Powertel board of directors and
only addresses the fairness of the consideration to be received by the holders  
of Powertel common shares and preferred shares pursuant to the Deutsche         
Telekom/Powertel merger agreement, and if the Deutsche Telekom/VoiceStream      
merger is not completed, the fairness of the consideration to be received       
pursuant to the VoiceStream/Powertel merger agreement, in each case from a      
financial point of view, as of the date of the opinion. Morgan Stanley's opinion
does not address any other aspect of the Deutsche Telekom/Powertel merger and   
the VoiceStream/Powertel merger, and does not constitute a recommendation to any
Powertel stockholder as to how to vote at the Powertel special meeting. This    
summary is qualified in its entirety by reference to the full text of the       
opinion.                                                                        

In connection with rendering its opinion, Morgan Stanley, among other things:   

- reviewed certain publicly available financial statements and other  
information of Powertel, Deutsche Telekom and VoiceStream;        

  - reviewed certain internal financial statements and other financial and
  operating data concerning Powertel, Deutsche Telekom and VoiceStream
prepared by the managements of Powertel, Deutsche Telekom, and    
VoiceStream, respectively;                                        

- analyzed certain financial projections prepared by the management of
Powertel;                                                         

- analyzed certain financial projections for Deutsche Telekom and     
    VoiceStream contained in certain securities analysts' research reports
     that were recommended for review by the managements of Deutsche Telekom
and VoiceStream, respectively;                                    

     - discussed the past and current operations and financial condition and the
prospects of Powertel, including information relating to certain  
    strategic, financial and operational benefits anticipated from each of
       the Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger,
with senior executives of Powertel;                               

     - discussed the past and current operations and financial condition and the
      prospects of Deutsche Telekom, including information relating to certain
strategic, financial and operational benefits anticipated from the
 Deutsche Telekom/Powertel merger with senior executives of Deutsche
Telekom;                                                          

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     - discussed the past and current operations and financial condition and the
 prospects of VoiceStream, including information relating to certain
strategic, financial and operational benefits anticipated from the
VoiceStream/Powertel merger with senior executives of VoiceStream;

     - discussed the past and current operations and financial condition and the
  prospects of Deutsche Telekom and VoiceStream, including information
relating to certain strategic, financial and operational benefits 
anticipated from the VoiceStream merger, with senior executives of
Deutsche Telekom and VoiceStream;                                 

     - reviewed the reported prices and trading activity for the Powertel common
  shares, the Deutsche Telekom ADSs and the VoiceStream common shares;

- compared the financial performance of Powertel, Deutsche Telekom and
    VoiceStream and the prices and trading activity of the Powertel common
      shares, the Deutsche Telekom ADSs and the VoiceStream common shares with
those of certain other publicly-traded companies comparable with  
Powertel, Deutsche Telekom and VoiceStream respectively and their 
securities;                                                       

- reviewed the financial terms, to the extent publicly available, of  
certain comparable acquisition transactions;                      

 - participated in discussions and negotiations among representatives of
      Powertel, Deutsche Telekom and VoiceStream and their financial and legal
advisors;                                                         

- reviewed the terms, including the financial terms, of the Deutsche  
Telekom/Powertel merger agreement, the VoiceStream/Powertel merger
 agreement and the Deutsche Telekom/VoiceStream merger agreement and
certain related documents; and                                    

   - performed other analyses and considered other factors as we have deemed
appropriate.                                                      

   For purposes of its opinion, Morgan Stanley analyzed the merger as if the
Powertel preferred shares were converted into Powertel common shares immediately
prior to the completion of the Deutsche Telekom/Powertel merger or the          
VoiceStream/Powertel merger. Morgan Stanley's opinion does not extend to the    
conversion terms of the Powertel preferred shares.                              

  In rendering its opinion, Morgan Stanley assumed and relied upon without
independent verification the accuracy and completeness of the information       
reviewed by Morgan Stanley for the purposes of its opinion. With respect to the 
financial projections, including information relating to certain strategic,     
financial and operational benefits anticipated from each of the Deutsche        
Telekom/Powertel merger, VoiceStream/Powertel merger and Deutsche               
Telekom/VoiceStream merger, Morgan Stanley assumed they were reasonably prepared
on bases reflecting the best currently available estimates and judgments of the 
future financial performance of Deutsche Telekom, VoiceStream and Powertel. For 
the purpose of its analysis, Morgan Stanley relied with Powertel's consent on   
the estimates of certain securities analysts' research reports that were        
recommended for review by the managements of Deutsche Telekom and VoiceStream.  

  Morgan Stanley also assumed that the VoiceStream/Powertel merger will be
completed only if the Deutsche Telekom/VoiceStream merger agreement is          
terminated. In addition, Morgan Stanley assumed that the Deutsche               
Telekom/Powertel merger will be completed in accordance with the terms set forth
in the Deutsche Telekom/Powertel merger agreement, including that the Deutsche  
Telekom/Powertel merger will be treated as a tax-free merger and/or exchange    
pursuant to the U.S. tax code. Morgan Stanley also assumed that in the event the
Deutsche Telekom/VoiceStream merger is terminated, the VoiceStream/Powertel     
merger will be completed in accordance with the terms set forth in the          
VoiceStream/ Powertel merger agreement, including that the VoiceStream/Powertel 
merger will be treated as a tax-free merger and/or exchange pursuant to the U.S.
tax code. In addition, Morgan Stanley assumed that obtaining all necessary      
regulatory approvals for the Deutsche Telekom/Powertel merger or                
VoiceStream/Powertel merger will not have a material adverse effect on Powertel,
VoiceStream or Deutsche Telekom or the financial, strategic and operational     
benefits anticipated from the Deutsche Telekom/Powertel merger, the Deutsche    
Telekom/VoiceStream merger or the VoiceStream/Powertel                          

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merger. Morgan Stanley did not make any independent valuation or appraisal of   
the assets or liabilities of Powertel, Deutsche Telekom or VoiceStream nor was  
Morgan Stanley furnished with any such appraisals. Morgan Stanley's opinion is  
necessarily based on financial, economic, market and other conditions as in     
effect on, and the information made available to it as of August 26, 2000.      

The following is a brief summary of the material financial analyses   
performed by Morgan Stanley in connection with its oral opinion and the         
preparation of its opinion letter dated August 26, 2000. These summaries of     
financial analyses include information presented in tabular format. In order to 
fully understand the financial analyses used by Morgan Stanley, the tables must 
be read together with the text of each summary. The tables alone do not         
constitute a complete description of the financial analyses.                    

Historical Public Market Trading Value                                      

 Morgan Stanley reviewed the recent price performance of Powertel common
shares based on an analysis of the historical closing prices and trading volumes
over the last twelve months ending August 25, 2000. Morgan Stanley performed    
this analysis to derive the premia or discounts to the market prices for        
Powertel common shares represented by the consideration to be received by       
holders of Powertel shares in the Deutsche Telekom/Powertel merger and the      
VoiceStream/Powertel merger. The following table lists the average daily closing
prices of Powertel common shares for the periods indicated. Based on the closing
prices of the Deutsche Telekom ADSs and VoiceStream common shares on August 25, 
2000, the consideration to be received by holders of Powertel common shares in  
the Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger was    
determined to be approximately $106.24 and $85.00 per Powertel common share,    
respectively. Morgan Stanley then compared the consideration to be received by  
holders of Powertel common shares in the Deutsche Telekom/Powertel merger and   
VoiceStream/Powertel merger to the average Powertel closing prices over this    
period, to arrive at the implied premia and discount percentages over the       
Powertel closing prices indicated in the table below.                           

                                                        [Enlarge/Download Table]

                                                      PREMIA IMPLIED IN  PREMIA/(DISCOUNT) IMPLIED IN
PERIOD ENDING                       AVERAGE POWERTEL  DEUTSCHE TELEKOM/      VOICESTREAM/POWERTEL    
AUGUST 25, 2000                       SHARE PRICE      POWERTEL MERGER              MERGER           
---------------                     ----------------  -----------------  ----------------------------
                                                                                                     
Last one year......................     $ 77.43               37%                     10%            
Six months.........................       77.92               36                       9             
Three months.......................       82.88               28                       3             
One month..........................       83.53               27                       2             
Current (8/25/00)(a)...............       86.63               23                      (2)            
52-week high(a)....................      105.00                1                     (19)            
52-week low(a).....................       34.81              205                     144             

---------------                                                                 
(a) Data reflects closing prices and not averages.                              

   This analysis was designed to compare the consideration to be received by
the Powertel stockholders in either the Deutsche Telekom/Powertel merger or the 
VoiceStream/Powertel merger to prices of Powertel common shares during selected 
historical periods. The analysis indicated that the consideration to be received
pursuant to the VoiceStream/Powertel merger was a slightly greater value to the 
Powertel stockholders as compared to Powertel's actual trading performance over 
most historical periods compared in this analysis. Furthermore, the analysis    
indicated that the consideration to be received pursuant to the Deutsche        
Telekom/Powertel merger was of meaningfully greater value to the holders of     
Powertel shares as compared to Powertel's actual trading performance over the   
historical periods compared in this analysis.                                   

Comparable Companies Analysis                                               

   Using closing market prices on August 25, 2000, Morgan Stanley calculated
aggregate value, defined as equity value adjusted for the addition of debt and  
preferred stock and the subtraction of cash, warrant and option proceeds and    
other assets of Powertel and VoiceStream. Morgan Stanley then compared the      
aggregate value of Powertel and VoiceStream to service revenue multiples for    
Powertel and VoiceStream                                                        

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for fiscal year 2001 and subscriber multiples for Powertel and VoiceStream for  
fiscal year 2001. The service revenue and subscriber multiples used were based  
on publicly available research estimates compiled by Powertel's management, as  
adjusted for certain operating assumptions reflected in publicly available      
reports, and based on publicly available research estimates for VoiceStream.    
Morgan Stanley then compared the service revenue and subscriber multiples       
obtained for Powertel and VoiceStream with similar multiples obtained, based on 
publicly available research estimates, for selected domestic companies that     
provide PCS services, including Sprint PCS and Nextel Communications, Inc.,     
which in this document we refer to as the "Domestic PCS Peer Group".            

  In addition, Morgan Stanley compared aggregate value to fiscal year 2001
revenue multiples and aggregate value to EBITDA multiples for fiscal year 2001  
for Deutsche Telekom, based on publicly available research estimates. Morgan    
Stanley then compared the fiscal year 2001 revenue and EBITDA multiples for     
Deutsche Telekom with multiples obtained for a group of selected peer companies 
based on publicly available research estimates. The group of selected Deutsche  
Telekom peer companies, which in this document we refer to as the "Deutsche     
Telekom Peer Group", included France Telecom S.A., Koninklijke KPN NV and       
Telecom Italia SpA. These analyses resulted in the following information:       

Domestic PCS Peer Group                                                     

                                                        [Enlarge/Download Table]

                                                  POWERTEL  VOICESTREAM  MEAN OF PEERS
                                                  --------  -----------  -------------
                                                                                      
Licensed POPs (in dollars per POP)...............  $  225     $  139        $  246    
Covered POPs (in dollars per POP)................  $  326     $  355        $  318    
2001 Subscribers (in dollars per subscriber).....  $4,213     $4,493        $4,894    
Aggregate value (as a multiple of 2001 service                                        
  revenue).......................................    8.3x      10.0x          7.8x    

Deutsche Telekom Peer Group                                                 

                                                        [Enlarge/Download Table]

                                                                     DEUTSCHE TELEKOM 
                                                                        PEER GROUP    
                                                           DEUTSCHE  -----------------
                                                           TELEKOM   MEDIAN      MEAN 
                                                           --------  -------    ------
                                                                                      
2001 Revenue..............................................   3.4x      4.8x      4.8x 
2001 EBITDA...............................................   9.4x     12.8x     13.3x 

     Morgan Stanley noted that the consideration to be received by a holder of a
Powertel common share pursuant to the Deutsche Telekom/Powertel merger based on 
the closing price of the Deutsche Telekom ADSs on August 25, 2000 represented a 
multiple of $390 per Powertel's current covered POPs and 9.9x Powertel's fiscal 
year 2001 service revenue. Furthermore, Morgan Stanley noted that the           
consideration received pursuant to the VoiceStream/Powertel merger based on the 
closing price of VoiceStream common shares on August 25, 2000 represented a     
multiple of $320 per Powertel's current covered POPs and 8.1x Powertel's fiscal 
year 2001 service revenue.                                                      

Securities Research Analysts' Future Price Targets Analysis                 

Morgan Stanley reviewed the 12-month price targets for Powertel common
shares as projected by analysts from various financial institutions in recent   
reports. These targets reflected each analyst's estimate of the future public   
market trading price of the Powertel common shares at the end of the particular 
period considered for each estimate. Morgan Stanley then arrived at the present 
value for these targets using an estimated equity discount rate of 15.0% for the
Powertel common shares.                                                         

   This analysis showed the following mean and median present values for the
Powertel common shares:                                                         

                                                                [Download Table]

                                                      PRESENT
                                                       VALUE 
                                                      -------
                                                             
Mean................................................  $95.88 
Median..............................................  $94.50 

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   Morgan Stanley noted that the consideration to be received by a holder of
Powertel common shares pursuant to the Deutsche Telekom/Powertel merger based on
the closing price of the Deutsche Telekom ADSs on August 25, 2000 represented a 
per Powertel common share value of $106.24. Furthermore, Morgan Stanley noted   
that the consideration received pursuant to the VoiceStream/Powertel merger     
based on the closing price of a VoiceStream common share on August 25, 2000     
represented a per share value for a Powertel common share of $85.00.            

Historical Exchange Ratio Analysis                                          

     Morgan Stanley reviewed the implied historical exchange ratios for Powertel
common shares, Deutsche Telekom ADSs and VoiceStream common shares. These       
exchange ratios were determined by dividing the price per Powertel common share 
by the price per Deutsche Telekom ADS and the price per VoiceStream common share
over the one year period from August 25, 1999 through August 25, 2000. Morgan   
Stanley performed this analysis to compare premia or discounts represented by   
the consideration received pursuant to the Deutsche Telekom/Powertel merger and 
the VoiceStream/Powertel merger with the premium or discount represented by     
historical exchange ratios prevailing in the open market.                       

   This analysis indicated the following premia/discounts represented by the
average historical exchange ratios prevailing in the open market:               

                                                        [Enlarge/Download Table]

                                             PREMIA IMPLIED     PREMIA/(DISCOUNTS) IMPLIED IN
PERIOD ENDING                             IN DEUTSCHE TELEKOM/      VOICESTREAM/POWERTEL     
AUGUST 25, 2000                             POWERTEL MERGER                MERGER            
---------------                           --------------------  -----------------------------
                                                                                             
Last twelve months.......................         100%                       (1)%            
Last six months..........................          98                        10              
Last 90 trading days.....................          78                         9              
Last 20 trading days.....................          31                         6              
Last 10 trading days.....................          32                         6              
Current (8/25/00)........................          23                        (2)             

    The analysis indicated that the consideration to be received by holders of
Powertel shares pursuant to the VoiceStream/Powertel merger was of slightly     
greater value to the holders of Powertel shares as compared to Powertel's and   
VoiceStream's actual relative trading performance over the relevant historical  
periods. Furthermore, the analysis indicated that the consideration to be       
received by holders of Powertel shares pursuant to the Deutsche Telekom/Powertel
merger was of meaningfully greater value to the holders of Powertel shares as   
compared to Powertel's and Deutsche Telekom's actual relative trading           
performance over the relevant historical periods.                               

Analysis of Selected Precedent Transactions                                 

To compare the Deutsche Telekom/Powertel merger and the               
VoiceStream/Powertel merger to other recent mergers in the PCS industry, Morgan 
Stanley reviewed the following three transactions involving domestic PCS        
companies since June 1999:                                                      

- June 1999 -- VoiceStream Wireless/Omnipoint                         

- September 1999 -- VoiceStream Wireless/Aerial; and                  

- July 2000 -- Deutsche Telekom/VoiceStream.                          

    For each of these transactions, Morgan Stanley reviewed and calculated the
consideration paid per current licensed POPs, per current covered POPs and per  
current subscribers and calculated the consideration paid for each of these     
transactions as a multiple of estimated service revenues of the                 

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acquired company for the next one year. This analysis indicated the following   
multiples for these transactions:                                               

                                                        [Enlarge/Download Table]

                                                              AGGREGATE CONSIDERATION PER            
                                                   --------------------------------------------------
                                                   LICENSED    COVERED      CURRENT        FORWARD   
                                                     POPS       POPS      SUBSCRIBERS    SERVICE REV.
                                                   --------    -------    -----------    ------------
                                                                                                     
VoiceStream/Omnipoint.............................   $ 45       $ 96        $ 7,544           9.2x   
VoiceStream/Aerial................................    114        141          9,099          10.2    
Deutsche Telekom/VoiceStream......................    241        547         20,646          17.2    

Morgan Stanley noted that the consideration received pursuant to the  
Deutsche Telekom/Powertel merger and VoiceStream/Powertel merger implied the    
following multiples for Powertel:                                               

                                                        [Enlarge/Download Table]

                                                              AGGREGATE CONSIDERATION PER            
                                                   --------------------------------------------------
                                                   LICENSED    COVERED      CURRENT        FORWARD   
                                                     POPS       POPS      SUBSCRIBERS    SERVICE REV.
                                                   --------    -------    -----------    ------------
                                                                                                     
Deutsche Telekom/Powertel merger..................   $270       $390        $8,819           9.9x    
VoiceStream/Powertel merger.......................    222        320         7,232           8.1     

 Morgan Stanley noted that the VoiceStream/Omnipoint transaction and the
VoiceStream/Aerial transaction were more directly comparable to the Deutsche    
Telekom/Powertel and VoiceStream/Powertel mergers as these previous acquisitions
were made to expand VoiceStream's service area to include geographic areas not  
previously covered by VoiceStream's mobile telecommunication service. Morgan    
Stanley further noted that the multiples paid in the Deutsche Telekom/Powertel  
and VoiceStream/Powertel mergers are broadly in line with these comparable      
transactions.                                                                   

Discounted Cash Flow Analysis                                               

Morgan Stanley performed a discounted cash flow analysis of Powertel's
business. This analysis considers the present value of projected cash flows for 
Powertel using discount rates and the present value of Powertel's business      
assuming a perpetual existence and applying a multiple to the final free cash   
flow of Powertel for the projected period. Morgan Stanley analyzed Powertel's   
business for the period beginning January 1, 2000 and ending December 31, 2009, 
based on publicly available research estimates compiled by Powertel's           
management, as adjusted for certain operating assumptions reflected in publicly 
available reports.                                                              

   Morgan Stanley estimated Powertel's discounted cash flow value by using a
discount rate range of 12.0% to 12.5% and using free cash flow growth rates     
ranging from 5.0% to 5.5% in the final year of the period analyzed. This        
analysis yielded a range of values for the Powertel common shares of            
approximately $90 per share to $106 per share. Morgan Stanley noted that the    
consideration received pursuant to the Deutsche Telekom/Powertel merger based on
the closing price of the Deutsche Telekom ADSs on August 25, 2000 represented a 
0% to 18% premium to the Powertel per share discounted cash flow value.         
Furthermore, Morgan Stanley noted that the consideration received pursuant to   
the VoiceStream/Powertel merger based on the closing price of the VoiceStream's 
common shares on August 25, 2000 represented a 6% to 25% discount to the        
Powertel per share discounted cash flow value.                                  

   In addition, Morgan Stanley performed sensitivity analyses on assumptions
underlying Powertel's business forecast. Specifically, Morgan Stanley varied the
assumptions regarding the revenue growth and EBITDA margin in the final year of 
the period analyzed. Using a 12.0% discount rate and a 5.5% final free cash flow
growth rate, Morgan Stanley arrived at values for the Powertel common shares    
ranging from approximately $83 per share to $107 per share.                     

  Morgan Stanley performed a variety of financial and comparative analyses
solely for purposes of providing its opinion to the Powertel board of directors 
as to the fairness from a financial point of view to the holders of Powertel    
common shares and preferred shares of the consideration received in the Deutsche
Telekom/Powertel merger or VoiceStream/Powertel merger.                         

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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. In arriving 
at its opinion, Morgan Stanley considered the results of all of its analyses as 
a whole and did not attribute any particular weight to any analysis or factor   
considered by it. Morgan Stanley believes that the summary provided and the     
analyses described above must be considered as a whole and that selecting any   
portion of its analyses, without considering all analyses, would create an      
incomplete view of the process underlying its analyses and opinion. In addition,
Morgan Stanley may have given various analyses and factors more or less weight  
than other analyses and factors, and may have deemed various assumptions more or
less probable than other assumptions, so that the ranges of valuations resulting
from any particular analysis described above should not be taken to be Morgan   
Stanley's view of the actual value of Deutsche Telekom, VoiceStream or Powertel.

     No company used in the Comparable Company Analysis is identical to Deutsche
Telekom, VoiceStream or Powertel, and no transaction used in the Analysis of    
Selected Precedent Transactions is identical to the Deutsche Telekom/Powertel   
merger or the VoiceStream/Powertel merger. In performing its analyses, Morgan   
Stanley made numerous judgments and assumptions with respect to industry        
performance, general business, economic, market and financial conditions and    
other matters, many of which are beyond the control of Deutsche Telekom,        
VoiceStream or Powertel. In addition, mathematical analysis, such as determining
the average or the median, is not in itself a meaningful method of using        
comparable company or precedent transaction data.                               

    The analyses performed by Morgan Stanley are not necessarily indicative of
future results or actual values, which may be significantly more or less        
favorable than those suggested by such estimates. The analyses performed were   
prepared solely as part of Morgan Stanley's analysis of the fairness of the     
consideration received pursuant to the Deutsche Telekom/Powertel merger or      
VoiceStream/Powertel merger from a financial point of view to the holders of    
Powertel common shares and preferred shares. Morgan Stanley's analyses are not  
intended to be appraisals or to reflect the prices at which Deutsche Telekom,   
VoiceStream or Powertel might actually be sold or the price at which their      
securities may trade.                                                           

     The consideration received pursuant to the Deutsche Telekom/Powertel merger
or VoiceStream/ Powertel merger was determined through arm's length negotiations
between Powertel, Deutsche Telekom and VoiceStream and was approved by the      
Powertel board of directors. Morgan Stanley did not recommend any specific      
merger consideration to Powertel or that any specific merger consideration      
constituted the only appropriate merger consideration for the Deutsche          
Telekom/Powertel merger or VoiceStream/Powertel merger. Morgan Stanley's opinion
to the Powertel board was one of many factors taken into consideration by the   
Powertel board of directors in making its determination to approve the Deutsche 
Telekom/Powertel merger or VoiceStream/Powertel merger. Consequently, the Morgan
Stanley analyses described above should not be viewed as determinative of the   
opinion of the Powertel board of directors with respect to the value of Powertel
or whether the Powertel board of directors would have been willing to agree to  
different merger consideration.                                                 

Morgan Stanley is an internationally recognized investment banking and
advisory firm. Morgan Stanley, as part of its investment banking business, is   
continuously engaged in the valuation of businesses and securities in connection
with mergers and acquisitions, negotiated underwritings, competitive biddings,  
secondary distributions of listed and unlisted securities, private placements   
and valuations for corporate and other purposes. Morgan Stanley and its         
affiliates have provided in the past, are providing and may provide in the      
future financial advisory and financing services for Powertel and Deutsche      
Telekom. Morgan Stanley may receive customary fees for the rendering of these   
services. In the ordinary course of Morgan Stanley's business, Morgan Stanley or
its affiliates may at any time hold long or short positions, may trade, make a  
market or otherwise effect transactions, for its own account, the accounts of   
investment funds and other clients under the management of Morgan Stanley or for
the accounts of customers, in the securities or indebtedness of Deutsche        
Telekom, VoiceStream and Powertel.                                              

     Under the letter agreement dated as of January 12, 2000, Morgan Stanley has
provided advisory services and a financial opinion in connection with the       
Deutsche Telekom/Powertel merger or VoiceStream/Powertel merger, and Powertel   
has agreed to pay a fee to Morgan Stanley of $28 million if                     

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the Deutsche Telekom/Powertel merger is consummated or a fee of $23 million if  
the VoiceStream/Powertel merger is consumated. In addition, Powertel has also   
agreed to reimburse Morgan Stanley for its expenses incurred in performing its  
services and to indemnify Morgan Stanley and its affiliates, their respective   
directors, officers, agents and employees and each person, if any, controlling  
Morgan Stanley or any of its affiliates against certain liabilities and         
expenses, including the fees of its legal counsel and certain liabilities under 
the federal securities laws, related to or arising out of Morgan Stanley's      
engagement and any related transactions.                                        

INTERESTS OF DIRECTORS AND OFFICERS OF VOICESTREAM IN THE VOICESTREAM/POWERTEL  
MERGER                                                                          

 Sonera Corporation is a significant stockholder of both VoiceStream and
Powertel, beneficially owning approximately 8.3% and 16.8% of their common      
shares outstanding, respectively. Under the VoiceStream voting agreement, Sonera
has designated one representative to the VoiceStream board of directors. Sonera 
also has the right to designate one representative to the Powertel board of     
directors, but is not currently exercising such right, although a Sonera        
representative currently attends meetings of the Powertel board of directors as 
an observer.                                                                    

INTERESTS OF DIRECTORS AND OFFICERS OF POWERTEL IN THE DEUTSCHE TELEKOM/POWERTEL
MERGER AND THE VOICESTREAM/POWERTEL MERGER                                      

Some of the directors and officers of Powertel have interests in the  
Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger that are   
different from, or in addition to, the interests of Powertel stockholders       
generally. These interests, to the extent material, are described below. The    
Powertel board of directors was aware of these interests and considered them,   
among other matters, in approving both the Deutsche Telekom/Powertel merger     
agreement and the Deutsche Telekom/Powertel merger and the VoiceStream/Powertel 
merger agreement and the VoiceStream/Powertel merger.                           

Treatment of Equity Awards                                                  

     Each merger agreement provides that, immediately prior to the completion of
the Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger, each  
outstanding option to purchase Powertel common shares will be converted into the
right to acquire Deutsche Telekom ordinary shares or VoiceStream common shares, 
respectively. See "Summary of Deutsche Telekom/Powertel and VoiceStream/Powertel
Transaction Documents -- The Deutsche Telekom/Powertel Merger Agreement --      
Treatment of Powertel Options and Restricted Stock" and "Summary of Deutsche    
Telekom/Powertel and VoiceStream/Powertel Transaction Documents -- The          
VoiceStream/Powertel Merger Agreement -- Treatment of Powertel Options and      
Restricted Stock." Except as provided below, none of the options to purchase    
Powertel common shares will be subject to accelerated vesting. Powertel will be 
allowed to issue up to an aggregate of 575,000 options prior to the completion  
of the Deutsche Telekom/Powertel merger or the VoiceStream/Powertel merger, as  
the case may be, to Powertel employees in yearly performance grants, to DiGiPH  
employees that become Powertel employees and in connection with offers of       
employment outstanding as of August 26, 2000. In the event an employee's        
employment is terminated by Deutsche Telekom or VoiceStream, as the case may be,
because of job elimination resulting from the Deutsche Telekom/Powertel merger  
or the VoiceStream/Powertel merger within 18 months of the completion of the    
applicable merger, then the employee's options may become fully vested and      
exercisable, subject to certain limitations and restrictions. In addition to    
actual job elimination, an employee's employment will be considered to have been
terminated by Deutsche Telekom or VoiceStream, as the case may be, because of   
job elimination if:                                                             

- that employee's employment with the surviving corporation terminates
  within 30 days after the employee is subjected to a reduction in the
employee's salary, hourly wage or target bonus; or                

   - if the employee is required to transfer to a workplace 50 miles or more
from their current job location.                                  

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Any employee who receives accelerated vesting of his or her options will not be 
entitled to any actual or potential remaining payments under the cash bonus,    
retention bonus or incentive bonus plans that are described below. However,     
individuals who are eligible to receive payments under the severance plan will  
still be able to receive those payments, except that those payments will be     
reduced by any amounts that were previously paid to the employee under the cash 
bonus, the retention bonus or the incentive bonus plans. To obtain accelerated  
vesting or severance payments, an employee will be required to sign and deliver 
to the surviving corporation a full release of all claims against Powertel,     
Deutsche Telekom, VoiceStream and all related parties. In addition, all         
restrictions on outstanding restricted shares held by Powertel employees will   
lapse upon the completion of the Deutsche Telekom/Powertel merger or            
VoiceStream/Powertel merger, as the case may be.                                

Cash and Retention Bonus Plans                                              

Pursuant to the Deutsche Telekom/Powertel and the VoiceStream/Powertel
merger agreements, cash and retention bonus plans will be established for       
Powertel management employees, including the executive officers of Powertel,    
subject to offsets against severance payments as described below. Pursuant to   
the cash bonus plan, each full-time employee of Powertel as of December 31, 2000
will receive a $3,000 cash bonus three months following the completion of the   
Deutsche Telekom/Powertel or VoiceStream/Powertel merger, as the case may be, if
they remain employed in good standing as of that date or if their employment is 
terminated within that period as a result of job elimination resulting from the 
Deutsche Telekom/Powertel or VoiceStream/Powertel merger, as the case may be.   
The bonus will be prorated for part-time employees and employees hired after    
December 31, 2000. In addition, approximately 150-300 key employees of Powertel,
including the executive officers of Powertel, except for the chief executive    
officer and chief financial officer, will be eligible to receive retention      
bonuses paid out of a $20 million bonus pool in amounts and upon terms mutually 
agreed upon by the chief executive officers and chief operating officers of     
VoiceStream and Powertel. These retention bonuses will be paid as follows:      

  - 33.3% of the cash bonus 90 days after the Deutsche Telekom/Powertel or
VoiceStream/Powertel merger;                                      

- 33.3% of the cash bonus on the first anniversary of the Deutsche    
Telekom/Powertel or VoiceStream/ Powertel merger; and             

- 33.4% on the second anniversary of the Deutsche Telekom/Powertel or 
VoiceStream/Powertel merger.                                      

To receive the retention bonuses, the participating employees must be           
continuously employed from the start of the plan and remain in good standing    
through the date of payment.                                                    

Incentive Bonus Plan                                                        

Deutsche Telekom or VoiceStream, as the case may be, intends to pay   
incentive bonuses out of a separate $20 million bonus pool to the same employees
that participate in the retention bonus plan, which may include selected        
executive officers of Powertel. These individuals will be eligible to receive   
incentive bonuses based on the achievement of specified performance targets for 
the Powertel markets. The chief executive officers and chief operating officers 
of VoiceStream and Powertel will mutually agree upon the incentive bonus for    
each participant. Incentive bonuses will be paid as follows, provided the       
applicable merger has been completed by the indicated date of payment:          

     - 12.5% is payable in September 2001, based upon achieving a minimum number
  of net subscriber and post-pay subscriber additions during the first
quarter of 2001;                                                  

     - 12.5% is payable in September 2001, based upon achieving a minimum number
   of net subscriber and post-pay subscriber additions during the second
quarter of 2001;                                                  

- 6.25% is payable in September 2001 for each of the first and second 
     calendar quarters of 2001 in which combined pre-pay and post-pay churn is
at or below a targeted percentage;                                  

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- 6.25% is payable in September 2001 for each of the first and second 
 calendar quarters of 2001 in which bad debt is at or below a targeted
percentage of total subscriber revenue;                             

   - 12.5% is payable in January 2002, based upon achieving a minimum number
  of net subscriber and post-pay subscriber additions during the third
quarter of 2001;                                                  

   - 12.5% is payable in January 2002, based upon achieving a minimum number
   of net subscriber and post-pay subscriber additions during the fourth
quarter of 2001;                                                  

- 6.25% is payable in January 2002 for each of the third and fourth   
  calendar quarters during 2001 in which combined pre-pay and post-pay
churn is at or below a targeted percentage; and                   

- 6.25% is payable in January 2002 for each of the third and fourth   
       calendar quarters during 2001 in which bad debt is at or below a targeted
percentage of total subscriber revenue.                           

The incentive bonuses earned under this plan will depend on the number of       
quarters during which performance targets are met. To earn any payments under   
this plan, participants must be continuously employed by Powertel or its        
successor and in good standing through the payment date. In addition, Powertel  
agreed to implement an annual services agreement by January 1, 2001, and to use 
its reasonable efforts to place a majority of its post-pay subscriber additions 
on that agreement.                                                              

Severance Plan                                                              

     Individuals who are employees of Powertel immediately before the completion
of the applicable merger and whose employment is terminated by Deutsche Telekom 
or VoiceStream, as the case may be, because of a job elimination resulting from 
the applicable merger will participate in the severance plan. Any payments under
the severance plan will be reduced dollar for dollar by any amounts that a      
participant receives under the cash, retention or incentive bonus plans,        
described above. Under the severance plan, the chief executive officer, chief   
financial officer, chief operating officer and all other executive vice         
presidents of Powertel would receive severance equal to one year of their base  
salary plus their targeted bonus as of August 26, 2000. Vice presidents of      
Powertel would receive a severance payment equal to six months of their base    
salary plus their targeted bonus as of August 26, 2000. All other employees     
would receive severance equal to their base salary or the hourly equivalent, not
including overtime, plus their targeted bonus as of August 26, 2000 for a       
minimum of four weeks, plus two weeks per year of actual service to Powertel,   
and Deutsche Telekom or VoiceStream, as the case may be, up to a maximum of 20  
weeks. Partial years of service are prorated. The surviving corporation shall   
provide premiums for health and dental coverage under COBRA for all participants
in the severance plan for a period equal to the salary continuation period, but 
not to exceed the time that COBRA coverage is available to the employee. To     
obtain benefits under the severance plan, employees will be required to sign and
deliver to the surviving corporation a full release of all claims against       
Powertel, Deutsche Telekom and VoiceStream and all related parties.             

Completion Bonus                                                            

Each of the Deutsche Telekom/Powertel merger agreement and the        
VoiceStream/Powertel merger agreement provides for the payment to specified     
officers of Powertel of completion bonuses upon the completion of the applicable
merger. The president and chief executive officer of Powertel, Allen E. Smith,  
would receive a completion bonus of $2,450,125, the chief financial officer of  
Powertel, Fred G. Astor, Jr., would receive a completion bonus of $1,660,027 and
the chief operating officer of Powertel, Rodney D. Dir, would receive a         
completion bonus of $676,240 upon the completion of the applicable merger.      

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Benefits Table                                                              

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

                                                        [Enlarge/Download Table]

                                                             APPROXIMATE   APPROXIMATE
                                                                DOLLAR       DOLLAR   
                                                              AMOUNT OF     AMOUNT OF 
                                                               INTEREST    INTEREST IN
                                                             IN DEUTSCHE       THE    
NAME AND TITLE                                                 TELEKOM/   VOICESTREAM/
OR POSITION WITH                     NATURE OF INTEREST        POWERTEL     POWERTEL  
POWERTEL                             IN THE MERGERS(a)          MERGER       MERGER   
----------------                     ------------------      -----------  ------------
                                                                                      
Allen E. Smith(e) --            Potential severance payment   $  549,875   $  549,875 
  President, Chief Executive    Completion bonus               2,450,125    2,450,125 
  Officer and Director          Stock options(b)               1,858,159    1,954,523 
                                Restricted stock(b)              407,818      425,000 
                                Additional benefits(c)             7,343        7,343 
Fred G. Astor, Jr.(e) --        Potential severance payment      339,973      339,973 
  Executive Vice President      Completion bonus               1,660,027    1,660,027 
  and Chief Financial Officer   Stock options                    837,368      880,760 
                                Restricted stock                 203,909      212,500 
                                Additional benefits                7,343        7,343 
Rodney D. Dir(d) --             Potential severance payment      323,760      323,760 
  Executive Vice President and  Completion bonus                 676,240      676,240 
  Chief Operating Officer       Stock options                  1,413,089    1,485,013 
                                Additional benefits                7,343        7,343 
H. Jay Galletly(d) --           Potential severance payment      213,996      213,996 
  Executive Vice President and  Stock options                    584,368      618,750 
  General Manager               Additional benefits                4,895        4,895 
Nicholas J. Jebbia(d) --        Potential severance payment      224,565      224,565 
  Executive Vice President and  Stock options                    492,571      518,124 
  General Manager               Additional benefits                2,292        2,292 
George R. Johnson(d) --         Potential severance payment      228,141      228,141 
  Executive Vice President and  Stock options                    584,633      614,801 
  General Manager               Additional benefits                2,292        2,292 
Walter R. Pettiss(d) --         Potential severance payment      225,987      225,987 
  Executive Vice President/     Stock options                    417,573      439,195 
  Customer Service              Additional benefits                4,895        4,895 
Michael P. Tatom(d) --          Potential severance payment      202,542      202,542 
  Executive Vice President and  Stock options                    474,278      498,862 
  General Manager               Additional benefits                2,292        2,292 

---------------                                                                 
(a) Unless otherwise indicated, the calculations of the benefits in this table  
are based upon assumptions and other facts described in the preceding   
paragraphs.                                                             

(b) Stock option amounts consist of the value of outstanding stock options that 
will become vested upon the consummation of the applicable merger if the
 employee is terminated, and is based upon the assumptions and other facts
 described in the preceding paragraphs. For the Deutsche Telekom/ Powertel
  merger, stock option values are based on the last sale price of $30.72 for
Deutsche Telekom ADSs on February 7, 2001. For the VoiceStream/Powertel 
   merger, stock option values are based on the last sale price of $118.81 for
VoiceStream common shares on February 7, 2001.                          

(c) Additional benefits consist of COBRA benefits that are payable on behalf of 
    these executive officers in the event the executive officer is terminated by
Deutsche Telekom or VoiceStream, as the case may be. The values of these
benefits were calculated based upon the cost of COBRA benefits under    
Powertel's current plans and rates.                                     

(d) These executive officers may receive cash bonuses, retention bonuses and    
 incentive bonuses. These bonuses will be payable upon the assumptions and
other facts described in the preceding paragraphs.                      

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(e)These executive officers may receive $3,000 cash bonuses, payable upon the   
assumptions and other facts described in the preceding paragraphs on cash 
bonuses but will not receive retention bonuses or incentive bonuses.      

Indemnification of Directors and Officers                                   

  Deutsche Telekom or VoiceStream, as the case may be, has agreed to cause
the surviving corporation in the applicable merger to maintain, for a period of 
six years after the completion of the applicable merger, Powertel's current     
provisions and policies regarding indemnification of officers and directors,    
provided that the applicable surviving corporation may substitute policies      
having at least the same coverage and containing terms that are no less         
advantageous to the insured. If the premium for such substitute policy would    
otherwise exceed 250% of the current premium, the surviving corporation need    
only obtain as much insurance as can be obtained for 250% of the current        
premium. In addition, Deutsche Telekom or VoiceStream, as the case may be, and  
Powertel have agreed to indemnify the officers and directors of Powertel to the 
fullest extent permitted by law. For more information, see "Summary of Deutsche 
Telekom/Powertel and VoiceStream/Powertel Transaction Documents -- The Deutsche 
Telekom/Powertel Merger Agreement -- Indemnification and Insurance" and "Summary
of Deutsche Telekom/Powertel and VoiceStream/Powertel Transaction               
Documents -- The VoiceStream/Powertel Merger Agreement -- Indemnification and   
Insurance."                                                                     

Stockholder Agreements                                                      

  In connection with the execution of the Deutsche Telekom/Powertel merger
agreement and the VoiceStream/Powertel merger agreement, a number of Powertel   
stockholders entered into agreements with Deutsche Telekom and VoiceStream,     
respectively, regarding the voting and transfer of their Powertel shares. Some  
of these Powertel stockholders are, or have relationships with, directors or    
executive officers of Powertel, as follows:                                     

    - ITC Holding Company, Inc., which is an employer of directors Campbell B.
    Lanier, III and William H. Scott, III, and which has directors O. Gene
      Gabbard, Donald W. Burton and Donald W. Weber on its board of directors;

    - SCANA Corporation, which is the sole stockholder of SCANA Communications
      Holdings, Inc. and is the employer of directors William B. Timmerman and
Ann M. Milligan; and                                              

 - The South Atlantic Venture Funds and The Burton Partnerships, each of
which employs director Donald W. Burton.                          

     These stockholder agreements are described in greater detail under "Summary
of Deutsche Telekom/Powertel and VoiceStream/Powertel Transaction               
Documents -- Deutsche Telekom's Agreements with Stockholders of Powertel" and   
"Summary of Deutsche Telekom/Powertel and VoiceStream/Powertel Transaction      
Documents -- VoiceStream's Agreements with Stockholders of Powertel."           

APPRAISAL RIGHTS                                                                

    Delaware law does not entitle the record holders of Powertel common shares
to rights of appraisal in connection with either the Deutsche Telekom/Powertel  
merger or the VoiceStream/Powertel merger. Delaware law entitles the record     
holders of Powertel preferred shares who follow the procedures specified in     
Section 262 of the Delaware corporation law to have their shares appraised by   
the Delaware Court of Chancery and to receive the "fair value" of these Powertel
preferred shares as of the time the Deutsche Telekom/Powertel merger or the     
VoiceStream/Powertel merger, as the case may be, is completed, as may be        
determined by the court, in place of the applicable merger consideration. In    
order to exercise such rights, a stockholder must demand and perfect the rights 
in accordance with Section 262, a copy of which is attached as Annex G to this  
proxy statement/prospectus. However, all holders of Powertel preferred shares   
have agreed to waive their appraisal rights and to vote their shares in favor of
the Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger.       

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DIVIDENDS 

DEUTSCHE TELEKOM                                                                

 Deutsche Telekom historically has paid dividends on an annual basis and
expects to continue to pay annual dividends on Deutsche Telekom ordinary shares.
The amount and payment of future Deutsche Telekom dividends will depend on      
Deutsche Telekom's earnings, its financial condition and other factors,         
including cash requirements, the future prospects of Deutsche Telekom, and tax, 
regulatory and other legal considerations. Although Deutsche Telekom expects to 
pay annual dividends on its shares, you should not assume that any dividend will
actually be paid or make any assumption about the amount that will be paid in   
any given year.                                                                 

    VoiceStream and Powertel stockholders who receive Deutsche Telekom ADSs or
Deutsche Telekom ordinary shares in the Deutsche Telekom/VoiceStream merger or  
the Deutsche Telekom/Powertel merger in 2001 will be entitled to receive any    
dividends declared with respect to fiscal year 2001 and subsequent years. Any   
dividends with respect to fiscal year 2000 that are approved at the next annual 
general meeting of Deutsche Telekom shareholders, which is currently scheduled  
for May 29, 2001, would be payable after such meeting to shareholders as of the 
date of completion of such meeting. If the next annual general meeting is held  
on May 29, 2001, as currently scheduled, VoiceStream and Powertel stockholders  
who receive Deutsche Telekom ADSs or Deutsche Telekom ordinary shares in the    
Deutsche Telekom/VoiceStream merger or the Deutsche Telekom/Powertel merger will
not be entitled to receive any dividends that may be declared with respect to   
fiscal year 2000.                                                               

   Deutsche Telekom's dividend for the year ended December 31, 1999 was 0.62
euros per Deutsche Telekom ordinary share or $0.58 per Deutsche Telekom ADS,    
based on the noon buying rate for euros on the dividend payment date, which     
occurred during the second quarter of 2000. See "Market Price and Dividend      
Data -- Dividend Data -- Deutsche Telekom."                                     

 Holders of Deutsche Telekom ordinary shares receive dividends in euros.
Deutsche Telekom's ADS depositary generally will convert dividends received in  
respect of Deutsche Telekom ordinary shares represented by Deutsche Telekom ADSs
into U.S. dollars and distribute the dividends in U.S. dollars to holders of    
Deutsche Telekom ADSs. See "Market Price and Dividend Data," "Description of    
Deutsche Telekom Ordinary Shares -- Dividends and Other Distributions" and      
"Description of Deutsche Telekom American Depositary Shares -- Dividends and    
Distributions."                                                                 

VOICESTREAM                                                                     

VoiceStream has never declared or paid dividends on VoiceStream common
shares and does not anticipate paying dividends in the foreseeable future.      
However, prior to completion of the Deutsche Telekom/ VoiceStream merger,       
VoiceStream anticipates paying a stock dividend of 0.0075 of a VoiceStream      
common share for each common share outstanding. In addition, provisions of      
VoiceStream's credit facility and the indentures for its senior notes and senior
discount notes and the senior notes issued by Omnipoint, contain restrictions on
VoiceStream's ability to declare and pay cash dividends on VoiceStream common   
shares.                                                                         

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FEDERAL SECURITIES LAW CONSEQUENCES OF THE MERGERS

THE DEUTSCHE TELEKOM/VOICESTREAM MERGER AND THE DEUTSCHE TELEKOM/POWERTEL MERGER

    Deutsche Telekom ADSs and Deutsche Telekom ordinary shares received in the
Deutsche Telekom/VoiceStream merger by VoiceStream stockholders and in the      
Deutsche Telekom/Powertel merger by Powertel stockholders, as the case may be,  
generally will be freely transferable except that:                              

  - Deutsche Telekom ADSs and Deutsche Telekom ordinary shares received by
       persons that are deemed to be affiliates of VoiceStream or Powertel under
       the Securities Act of 1933, as amended, at the time of the VoiceStream or
      Powertel special meeting, as the case may be, may be resold by them only
  in transactions permitted by Rule 145 under the Securities Act or as
      otherwise permitted under the Securities Act. Persons that may be deemed
  to be affiliates of VoiceStream or Powertel for purposes of Rule 145
     under the Securities Act generally include individuals or entities that
     control, are controlled by or are under common control with VoiceStream
  or Powertel, as the case may be, and include directors and executive
officers of VoiceStream or Powertel. Each of the Deutsche Telekom/
   VoiceStream merger agreement and the Deutsche Telekom/Powertel merger
       agreement requires each of VoiceStream and Powertel, respectively, to use
       its reasonable best efforts to cause each of its respective affiliates to
deliver to Deutsche Telekom on or prior to the completion of the  
    applicable merger, a signed agreement to the effect that the affiliate
       will not offer, sell or otherwise dispose of any Deutsche Telekom ADSs or
Deutsche Telekom ordinary shares issued to the affiliate in the   
     applicable merger in violation of the Securities Act or the related SEC
rules.                                                            

  - In addition, certain VoiceStream and Powertel stockholders who entered
into stockholder agreements with Deutsche Telekom described under 
"Summary of the Deutsche Telekom/VoiceStream Transaction          
Documents -- Deutsche Telekom's Agreements with Stockholders of   
VoiceStream" and "Summary of Deutsche Telekom/Powertel and        
VoiceStream/Powertel Transaction Documents -- Deutsche Telekom's  
 Agreement with Stockholders of Powertel" will be subject to certain
      transfer restrictions on their shares for the first six months after the
   completion of the Deutsche Telekom/VoiceStream merger or the Deutsche
    Telekom/Powertel merger, as the case may be. Deutsche Telekom reserves
     the right to waive these transfer restrictions at any time or from time
to time.                                                          

THE VOICESTREAM/POWERTEL MERGER                                                 

  VoiceStream common shares received in the VoiceStream/Powertel merger by
Powertel stockholders generally will be freely transferable, except that:       

- VoiceStream common shares received by persons that are deemed to be 
affiliates of Powertel under the Securities Act at the time of the
 Powertel special meeting may be resold by them only in transactions
      permitted by Rule 145 under the Securities Act or as otherwise permitted
      under the Securities Act. Persons that may be deemed to be affiliates of
   Powertel for these purposes generally include individuals or entities
       that control, are controlled by or are under common control with Powertel
and include directors and executive officers of Powertel. The     
       VoiceStream/Powertel merger agreement requires Powertel to use reasonable
     efforts to cause each of its affiliates to deliver to VoiceStream on or
 prior to the completion of the VoiceStream/Powertel merger a signed
agreement to the effect that the affiliate will not offer, sell or
    otherwise dispose of any VoiceStream shares issued to the affiliate in
       the VoiceStream/Powertel merger in violation of the Securities Act or the
related SEC rules.                                                

- In addition, certain Powertel stockholders who have agreed in the   
 stockholder agreements with VoiceStream described under "Summary of
Deutsche Telekom/Powertel and VoiceStream/Powertel Transaction    
       Documents -- VoiceStream's Agreements with Stockholders of Powertel" will
   be subject to certain resale restrictions on their VoiceStream shares
prior to the six month anniversary of the completion of the       
VoiceStream/Powertel merger.                                      

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OTHER EFFECTS OF THE MERGERS

OTHER EFFECTS OF THE DEUTSCHE TELEKOM/VOICESTREAM MERGER AND THE DEUTSCHE       
TELEKOM/POWERTEL MERGER                                                         

Listing of Shares                                                           

  It is a condition to each of the Deutsche Telekom/VoiceStream merger and
the Deutsche Telekom/Powertel merger that the Deutsche Telekom ADSs issuable in 
connection with the Deutsche Telekom/VoiceStream merger or the Deutsche         
Telekom/Powertel merger, as the case may be, be authorized for listing on the   
NYSE subject to official notice of issuance, and that all steps necessary for   
the listing of the Deutsche Telekom ordinary shares to be issued by Deutsche    
Telekom in connection with the Deutsche Telekom/VoiceStream merger and the      
Deutsche Telekom/Powertel merger, as the case may be, on the Frankfurt Stock    
Exchange will have been taken. If the Deutsche Telekom/VoiceStream merger or the
Deutsche Telekom/Powertel merger, as the case may be, is completed, the newly   
issued Deutsche Telekom ordinary shares will be listed on the Frankfurt Stock   
Exchange and dealings in the Deutsche Telekom ordinary shares are expected to   
commence, at 9:00 a.m., Frankfurt time, on or about the third business day after
the relevant merger is legally completed. For information concerning tax        
considerations related to the ownership of Deutsche Telekom ADSs and Deutsche   
Telekom ordinary shares, see "U.S. Federal and German Tax Consequences -- U.S.  
Federal Income Tax and German Tax Considerations for U.S. Resident Holders of   
Deutsche Telekom ADSs and Deutsche Telekom Ordinary Shares."                    

Effects on Other Capital Stock and Warrants of VoiceStream                  

   Any 7% cumulative convertible preferred shares of Omnipoint, a subsidiary
of VoiceStream, that are outstanding at the time of the Deutsche                
Telekom/VoiceStream merger will remain outstanding after the completion of the  
Deutsche Telekom/VoiceStream merger and the holders thereof will become         
entitled, upon conversion of the 7% convertible preferred shares, to receive the
merger consideration. Any warrants issued pursuant to the Omnipoint remainder   
warrant certificate dated May 6, 1997 that are not exercised before the         
completion of the Deutsche Telekom/VoiceStream merger will remain outstanding   
after completion of the Deutsche Telekom/VoiceStream merger and the holders     
thereof will become entitled, upon exercise of the warrants, to receive the     
merger consideration. Any VoiceStream voting preferred shares, all of which are 
held by Deutsche Telekom, will remain outstanding and will be unaffected by the 
Deutsche Telekom/VoiceStream merger. For additional details concerning these    
classes of VoiceStream shares and warrants, see "Summary of the Deutsche        
Telekom/VoiceStream Transaction Documents -- The Deutsche Telekom/VoiceStream   
Merger Agreement -- Treatment of Other Capital Stock, Warrants and Exchange     
Rights."                                                                        

Effects on Warrants of Powertel                                             

  Any warrants issued pursuant to the Warrant Agreement, dated February 7,
1996, between Powertel and Bankers Trust Company, as warrant agent, that have   
not been exercised before the completion of the Deutsche Telekom/Powertel merger
will remain outstanding after the Deutsche Telekom/Powertel merger and any      
holders thereof will become entitled, upon exercise of the warrants, to the     
merger consideration. For additional details concerning these warrants, see     
"Summary of Deutsche Telekom/Powertel and VoiceStream/Powertel Transaction      
Documents -- The Deutsche Telekom/Powertel Merger Agreement -- Treatment of     
Powertel Warrants."                                                             

Content and Timing of Reports and Notices of the Companies; Definition of   
Foreign Private Issuer                                                          

   The content and timing of reports and notices that Deutsche Telekom files
with the SEC differ in several respects from the reports and notices that       
VoiceStream and Powertel currently file with the SEC. Deutsche Telekom is a     
foreign private issuer for the purposes of the reporting rules under the        
Securities Exchange Act of 1934, as amended.                                    

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  As United States reporting companies, VoiceStream and Powertel currently
must each file with the SEC, among other reports and notices:                   

     - an annual report on Form 10-K within 90 days after the end of each fiscal
year;                                                             

- a quarterly report on Form 10-Q within 45 days after the end of each
fiscal quarter; and                                               

- current reports on Form 8-K upon the occurrence of various corporate
events.                                                           

   As a foreign private issuer, pursuant to the requirements of the Exchange
Act, Deutsche Telekom is required to:                                           

   - file with the SEC an annual report on Form 20-F within six months after
the end of each fiscal year; and                                  

     - furnish material information that it makes public in Germany on Form 6-K.

 As a foreign private issuer, Deutsche Telekom is not required under the
Exchange Act to file quarterly reports on Form 10-Q after the end of each       
financial quarter.                                                              

    In addition, the content and timing of reports and notices that holders of
Deutsche Telekom ADSs and Deutsche Telekom ordinary shares will receive will    
differ from the reports and notices that currently are received by VoiceStream  
and Powertel stockholders. As United States reporting companies, VoiceStream and
Powertel each must mail to its respective stockholders in advance of each annual
meeting of stockholders:                                                        

- an annual report containing audited financial statements; and       

 - a proxy statement that complies with the requirements of the Exchange
Act.                                                              

As a foreign private issuer, Deutsche Telekom is exempt from the rules
under the Exchange Act prescribing the furnishing and content of annual reports 
and proxy statements to its shareholders. Deutsche Telekom expects to retain its
status as a foreign private issuer after the completion of the Deutsche         
Telekom/VoiceStream merger and the Deutsche Telekom/Powertel merger. Under SEC  
rules, Deutsche Telekom will retain its status as a foreign private issuer      
unless:                                                                         

   - more than 50% of Deutsche Telekom's ordinary shares, including Deutsche
     Telekom ordinary shares underlying Deutsche Telekom ADSs, are, directly
      or indirectly, owned of record by shareholders that are residents of the
United States; and                                                

- any one of the following conditions is satisfied:                   

     -- the majority of Deutsche Telekom's directors or executive officers
   are United States citizens or residents of the United States;

       -- more than 50% of Deutsche Telekom's assets are located in the United
States; or                                                

        -- Deutsche Telekom's business is administered principally in the United
States.                                                   

After completion of the Deutsche Telekom/VoiceStream and Deutsche     
Telekom/Powertel mergers, it is possible that United States shareholders may at 
some time in the future hold more than 50% of Deutsche Telekom's ordinary       
shares, including Deutsche Telekom ordinary shares underlying the Deutsche      
Telekom ADSs. However, Deutsche Telekom expects that after the Deutsche         
Telekom/VoiceStream merger and Deutsche Telekom/Powertel merger, at least 50% of
its directors and executive officers will be persons that are not United States 
citizens or residents and at least 50% of its assets will be located outside of 
the United States. Furthermore, Deutsche Telekom will continue to administer its
business from its current headquarters in Germany. Accordingly, Deutsche Telekom
expects to retain its status as a foreign private issuer after completion of the
Deutsche Telekom/VoiceStream and Deutsche Telekom/Powertel mergers.             

If Deutsche Telekom at any time loses its status as a foreign private 
issuer, it would be required to file annual reports on Form 10-K, quarterly     
reports on Form 10-Q and current reports on Form 8-K. In                        

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addition, Deutsche Telekom would become subject to the rules under the Exchange 
Act regarding the furnishing and content of annual reports and proxy statements 
to its shareholders and forefeiture by its directors, officers and beneficial   
owners of 10% or more of its shares of any "short swing" profits realized by    
them from any purchases and sales of Deutsche Telekom shares within a six-month 
period.                                                                         

    Although Deutsche Telekom, as a foreign private issuer, is exempt from the
rules under the Exchange Act regarding the furnishing of annual reports to      
shareholders, under the rules of the NYSE, Deutsche Telekom is required to      
distribute to the holders of its ADSs an annual report containing audited       
financial statements a reasonable period of time before Deutsche Telekom's      
annual general meeting of shareholders. Deutsche Telekom currently furnishes    
holders of its ordinary shares with Deutsche Telekom's annual report, which     
contains audited financial statements prepared in conformity with German GAAP,  
including U.S. GAAP reconciliations. Deutsche Telekom also furnishes holders of 
its ordinary shares with quarterly interim reports, which include unaudited     
interim financial information prepared in conformity with German GAAP, including
U.S. GAAP reconciliations, and notices of meetings of shareholders and related  
documents in accordance with the German Stock Corporation Act (Aktiengesetz) and
the Frankfurt Stock Exchange. See "Description of Deutsche Telekom American     
Depositary Shares" and "Comparison of Rights of VoiceStream and Powertel        
Stockholders and Deutsche Telekom Shareholders -- Reporting Requirements."      

Delisting of VoiceStream and Powertel Common Shares                         

  If the Deutsche Telekom/VoiceStream merger is completed, the VoiceStream
common shares will be delisted from the Nasdaq Stock Market and deregistered    
under the Exchange Act. The Powertel common shares will be delisted from the    
Nasdaq Stock Market and deregistered under the Exchange Act if the Deutsche     
Telekom/Powertel merger is completed.                                           

Potential Effects on Trading in Deutsche Telekom ADSs and Deutsche Telekom  
Ordinary Shares                                                                 

 Some U.S. mutual funds, state pension funds and other investors are not
permitted to hold equity securities of non-U.S. companies. In addition, some    
mutual funds and other investors may hold shares of VoiceStream because it is   
included in the Nasdaq 100 Index, and Deutsche Telekom shares are not included  
in that index. Also, a substantial number of VoiceStream and Powertel           
stockholders, including principal stockholders and institutional and retail     
investors, may not wish to retain the Deutsche Telekom shares they receive in   
the applicable merger transaction with Deutsche Telekom and may wish to sell    
them in the market. As a result, a substantial proportion of these shares might 
flow back into Germany, Deutsche Telekom's home and principal trading market.   
Moreover, prior to completion of the mergers, arbitrageurs may enter into       
arbitrage positions by establishing a long position in VoiceStream stock and/or 
Powertel stock and a short position in Deutsche Telekom shares. In addition,    
Deutsche Telekom's two largest shareholders may sell all or a substantial amount
of the Deutsche Telekom ordinary shares they currently hold. Any sales or short 
sales by these holders, or the prospect of future sales by such holders, could  
adversely affect the market price of the Deutsche Telekom ADSs or Deutsche      
Telekom ordinary shares.                                                        

     The relative weight of Deutsche Telekom in the DAX Index, which is a market
capitalization weighted index of German securities, is capped at 15%. As a      
result, if Deutsche Telekom's relative weight exceeds 15% at the end of any     
quarter, as it is expected to be after completion of the mergers, it will be    
reset to 15%. Deutsche Telekom's relative weight in the DAX Index was           
approximately 11% as of February 7, 2001. Deutsche Telekom's weighting in the   
Pan-European indices DJ-STOXX and MSCI, which are not subject to the same       
limitations, will increase. As a result, pension funds, unit trusts and other   
investment vehicles whose investment objective is to track the performance of   
the DJ-STOXX and MSCI indices are likely to increase their holdings of Deutsche 
Telekom ordinary shares. In addition, hedge funds and international             
institutional investors may wish to use the increased liquidity in Deutsche     
Telekom shares to either establish or raise their existing position in Deutsche 
Telekom or to cover their hedges. Such demands may counterbalance the adverse   
effect on the market price for the Deutsche Telekom ADSs or Deutsche Telekom    
ordinary shares caused by some of the factors described above.                  

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Deutsche Telekom Financial Information                                      

Deutsche Telekom prepares its financial statements in accordance with 
German GAAP and presents them in euros. Deutsche Telekom financial statements   
include a reconciliation of the German GAAP financial information to U.S. GAAP, 
and Deutsche Telekom's annual financial statements contain a summary of the     
effects of the differences between German GAAP and U.S. GAAP in accordance with 
SEC rules.                                                                      

     If Deutsche Telekom loses its status as a foreign private issuer, under SEC
rules, it will be required to prepare financial statements in accordance with   
U.S. GAAP and present them in U.S. dollars, in addition to its financial        
statements prepared in accordance with German GAAP and presented in euros. Note 
36 to the financial statements included in Deutsche Telekom's Annual Report for 
the year ended December 31, 1999 describes the significant differences between  
German GAAP and U.S. GAAP as they relate to Deutsche Telekom. The notes to the  
unaudited pro forma condensed consolidated financial information, prepared in   
accordance with German GAAP, set forth a summary of certain estimated           
adjustments that would be required if U.S. GAAP had been applied to that        
information.                                                                    

     Dilution of the German Government's Ownership Interest in Deutsche Telekom.

After the completion of the Deutsche Telekom/VoiceStream merger, the  
aggregate ownership of Deutsche Telekom shares by the Federal Republic of       
Germany and KfW is estimated to be diluted to approximately 46%, and after the  
completion of the Deutsche Telekom/VoiceStream merger and the Deutsche          
Telekom/Powertel merger, the aggregate ownership of Deutsche Telekom shares by  
the Federal Republic of Germany and KfW is estimated to be diluted to           
approximately 45%, based on facts that existed as of February 7, 2001 and       
assumptions similar to those described under "Summary of the Deutsche           
Telekom/VoiceStream Transaction Documents -- The Deutsche Telekom/VoiceStream   
Merger Agreement -- Consideration To Be Received in the Deutsche                
Telekom/VoiceStream Merger -- Explanation of Potential Tax-Related Adjustment to
Merger Consideration". The Federal Republic of Germany has publicly stated its  
intention to reduce substantially its ownership of Deutsche Telekom shares.     

OTHER EFFECTS OF THE VOICESTREAM/POWERTEL MERGER                                

Listing of Shares                                                           

It is a condition to the VoiceStream/Powertel merger that VoiceStream 
common shares issuable in connection with the VoiceStream/Powertel merger be    
authorized for listing on the Nasdaq Stock Market subject to official notice of 
issuance.                                                                       

Effects on Other Capital Stock and Warrants                                 

At the completion of the VoiceStream/Powertel merger, each Powertel   
preferred share will be converted into the right to receive a number of         
VoiceStream common shares determined by multiplying the conversion number by the
sum of:                                                                         

   - the number of Powertel common shares into which such Powertel preferred
       share would be converted as of the completion of the VoiceStream/Powertel
merger plus                                                       

- with respect to Powertel's Series E preferred shares and Series F   
   preferred shares, the number of Powertel common shares that represent
  accrued or declared but unpaid dividends on these Powertel preferred
shares.                                                           

  Any warrants granted pursuant to the warrant agreement dated February 2,
1996 between Powertel and Bankers Trust Company as warrant agent that are not   
exercised before the completion of the VoiceStream/Powertel merger will remain  
outstanding after completion of the VoiceStream/Powertel merger and be entitled 
to receive VoiceStream common shares. For additional details concerning these   
classes of shares and warrants, see "Summary of Deutsche Telekom/Powertel and   
VoiceStream/Powertel Transaction Documents -- The VoiceStream/Powertel Merger   
Agreement -- Treatment of Powertel Warrants" and "Summary of Deutsche           
Telekom/Powertel and VoiceStream/Powertel Transaction Documents -- The Deutsche 
Telekom/Powertel Merger Agreement -- Treatment of Powertel Options and          
Restricted Stock."                                                              

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Delisting of Powertel Common Shares                                         

 If the VoiceStream/Powertel merger is completed, Powertel common shares
will be delisted from the Nasdaq Stock Market and deregistered under the        
Exchange Act.                                                                   

ACCOUNTING TREATMENT

THE DEUTSCHE TELEKOM/VOICESTREAM MERGER AND THE DEUTSCHE TELEKOM/POWERTEL MERGER

   Deutsche Telekom will account for the Deutsche Telekom/VoiceStream merger
and for the Deutsche Telekom/Powertel merger as a purchase under generally      
accepted accounting principles in Germany and in the United States. See         
"Deutsche Telekom Unaudited Pro Forma Condensed Combined Financial Statements." 

THE VOICESTREAM/POWERTEL MERGER                                                 

    VoiceStream will account for the VoiceStream/Powertel merger as a purchase
under generally accepted accounting principles in the United States. See        
"VoiceStream Unaudited Pro Forma Condensed Combined Financial Statements."      

REGULATORY APPROVALS

REGULATORY APPROVALS REQUIRED FOR THE DEUTSCHE TELEKOM/VOICESTREAM MERGER AND   
THE DEUTSCHE TELEKOM/POWERTEL MERGER                                            

U.S. Antitrust                                                              

     Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
which in this document we refer to as the "HSR Act", we cannot complete the     
initial investment by Deutsche Telekom in VoiceStream, the Deutsche             
Telekom/VoiceStream merger or the Deutsche Telekom/Powertel merger until, with  
respect to each, we have given notification and furnished information to the    
Federal Trade Commission, which in this document we refer to as the "FTC", and  
the Antitrust Division of the Department of Justice, which in this document we  
refer to as the "DOJ", relating to the operations of the parties and the        
relevant reviewing agency has granted early termination of the 30-day waiting   
period under the HSR Act, or the 30-day waiting period has expired, or, if the  
reviewing agency made a request for additional information, the extended waiting
period has expired. Expiration of the applicable waiting period under the HSR   
Act is a condition to completing each transaction.                              

   In August 2000, we filed with the FTC and the DOJ premerger notifications
and report forms relating to both Deutsche Telekom's initial investment in      
VoiceStream and the Deutsche Telekom/VoiceStream merger. In September 2000, we  
filed with the FTC and the DOJ premerger notifications and report forms relating
to the Deutsche Telekom/Powertel merger. The HSR Act waiting periods relating to
all of those transactions expired without the issuance of a request for         
additional information.                                                         

   Termination of the HSR Act waiting period does not prevent the government
from challenging the initial investment or either merger. At any time before or 
after the completion of any of the transactions, the DOJ or FTC could take any  
action under the antitrust laws that it deems necessary or desirable in the     
public interest, including seeking the divestiture of substantial assets of     
Deutsche Telekom, VoiceStream, or Powertel, or challenging any of the           
transactions. Although we do not anticipate that the DOJ or FTC will challenge  
the initial investment in VoiceStream, the Deutsche Telekom/VoiceStream merger  
or the Deutsche Telekom/Powertel merger, the DOJ or FTC might challenge any of  
these transactions on antitrust grounds. If a challenge is made, we cannot      
predict what the result will be. In addition, certain private parties as well as
state attorneys general and other antitrust authorities may challenge the       
transactions under antitrust laws under certain circumstances, and, even though 
we believe we should prevail, we might not.                                     

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FCC                                                                         

   The Deutsche Telekom/VoiceStream merger and the Deutsche Telekom/Powertel
merger are subject to the requirements of the Communications Act of 1934, as    
amended, and the rules, regulations and policies of the FCC. Before each of the 
mergers may occur, the FCC must give its consent based on a determination that  
the merger would serve the public interest, convenience and necessity. In making
this determination, the FCC examines whether a proposed merger is consistent    
with the Communications Act and the FCC's rules, regulations and policies,      
including, among other things, the effect of the proposed merger on FCC policies
encouraging competition. In addition, before a non-U.S. company acquires a U.S. 
company that controls FCC licenses, the FCC must specifically determine that    
such foreign ownership is in the public interest. The FCC has adopted a strong  
presumption that indirect foreign investments by entities from World Trade      
Organization member countries such as Germany are in the public interest, absent
competition or national security or law enforcement concerns.                   

The Deutsche Telekom/VoiceStream and Deutsche Telekom/Powertel merger 
applications were filed with the FCC on September 18, 2000. The public comment  
period on the merger application concluded on January 8, 2001. Supporting and   
opposing comments were filed on December 13, 2000. Opponents of the mergers     
included Senator Ernest F. Hollings, who has urged the FCC to deny approval of  
the mergers arguing that the Communications Act prohibits a representative of a 
foreign government from controlling FCC wireless licenses and that the German   
government controls Deutsche Telekom. The other principal opposing commenters   
are QS Communications AG, Novaxess B.V., and Global Telesystems, Inc., three    
firms that are actual or potential competitors of Deutsche Telekom in Europe.   
These parties do not oppose the mergers, but urge the FCC to condition its      
approval of the Deutsche Telekom/VoiceStream merger on commitments by Deutsche  
Telekom for the benefit of Deutsche Telekom's competitors in Germany,           
commitments by German regulatory authorities to enforce such commitments, and/or
a commitment by the German government to sell its stake in Deutsche Telekom     
within a reasonable time period. Deutsche Telekom replied on January 8, 2001.   
Others filed reply comments either supporting or seeking the imposition of      
conditions on the mergers. Deutsche Telekom, VoiceStream and Powertel believe   
that both mergers should be approved under the standards discussed in the prior 
paragraph, and that under those standards the particular actions of Deutsche    
Telekom outside the United States and of the German regulatory authority are not
relevant to the FCC's determination of whether the mergers would serve the      
public interest, convenience and necessity. However, the FCC might disapprove   
the mergers, or it might condition its approval of them on compliance with      
conditions. Any FCC approval may be challenged in court.                        

     In 2000, legislation was introduced in the U.S. Congress that, although not
enacted, would have prevented the FCC from approving the transfer of wireless   
licenses to a corporation of which a foreign government owns more than 25       
percent. Because the Federal Republic of Germany and KfW currently own in the   
aggregate approximately 60 percent of Deutsche Telekom's outstanding shares and 
are estimated to own approximately 45 percent of those shares following the     
completion of both the Deutsche Telekom/VoiceStream and the Deutsche            
Telekom/Powertel mergers, based on facts that existed as of                     
February 7, 2001 and assumptions similar to those described under "Summary of   
the Deutsche Telekom/VoiceStream Transaction Documents -- The Deutsche          
Telekom/VoiceStream Merger Agreement -- Consideration To Be Received in the     
Deutsche Telekom/VoiceStream Merger -- Explanation of Potential Tax-Related     
Adjustment to Merger Consideration," this legislation would have barred the FCC 
from approving Deutsche Telekom's mergers with VoiceStream and Powertel.        
Legislation with similar effect could be reintroduced in Congress in 2001.      

 On November 30, 2000, Senator Ernest F. Hollings requested that the FCC
issue a ruling declaring whether, in light of Deutsche Telekom's $5 billion     
investment in VoiceStream and related contract terms, VoiceStream remains in    
compliance with the FCC's foreign ownership limitations and whether VoiceStream 
should be permitted to participate in Auction No. 35 for licenses for personal  
communications services. On December 1, 2000, the FCC issued a public notice    
listing VoiceStream as a bidder qualified to participate in the auction without 
resolving Senator Hollings's request for a ruling, and by letter dated December 
8, 2000, FCC Chairman William Kennard responded to Senator Hollings that        

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VoiceStream would be permitted to bid, subject to scrutiny of its qualifications
after the conclusion of the bidding. The auction began on December 12, 2000,    
with VoiceStream participating as a bidder. Auction No. 35 concluded on January 
26, 2001, and VoiceStream was the highest bidder in 18 markets, covering        
approximately 12 million people, at a cost of $482,653,000. In addition, Cook   
Inlet/VS GSM V PCS, LLC, a joint venture in which VoiceStream owns a 49.9%      
interest, was the highest bidder in 22 markets, covering approximately 21       
million people, at a cost of $506,376,000. FCC rules provide that, following the
auction, VoiceStream must file an application for any licenses that it may win  
in the auction. At that time, parties in interest may petition the FCC to deny  
VoiceStream's application on foreign ownership or other grounds. While          
VoiceStream believes that Deutsche Telekom's investment fully complies with the 
FCC's foreign ownership limitations, a ruling adverse to VoiceStream on such a  
petition to deny could result in the denial of any application for licenses     
VoiceStream might win in the auction or in fines or other sanctions.            

    In the merger applications filed with the FCC, the parties recognized that
the FCC's review of the mergers would require consultation by the FCC with      
appropriate U.S. executive agencies on national security and law enforcement    
issues. Accordingly, Deutsche Telekom informed the FCC that the parties would   
not object to making FCC approval of the mergers contingent on compliance with  
any agreement on these issues reached with such agencies. On December 15, 2000, 
Deutsche Telekom, VoiceStream and Powertel joined with the DOJ and the Federal  
Bureau of Investigation in a request to defer grant of approval of the merger   
applications until such an agreement is reached, and to condition any such grant
on compliance with the terms of the agreement. On January 12, 2001, Deutsche    
Telekom and VoiceStream entered into an agreement with the DOJ and FBI that     
addresses national security and law enforcement matters relating to the proposed
mergers of Deutsche Telekom with VoiceStream and Powertel. Under the agreement, 
the DOJ and FBI agreed not to object to the FCC's grant of the pending merger   
applications, provided that such grant is subject to the condition that Deutsche
Telekom and VoiceStream comply with the terms of the January 12, 2001 agreement.
On January 25, 2001, the DOJ and FBI filed with the FCC a petition stating that 
they have no objection to a grant of the applications, provided that such grant 
is subject to the condition that Deutsche Telekom and VoiceStream comply with   
the terms of the January 12, 2001 agreement.                                    

Exon-Florio                                                                 

The provisions of the Exon-Florio amendment to the Omnibus Trade and  
Competitiveness Act of 1988 authorize the President to investigate and, if he   
deems it necessary, to suspend or prohibit any "merger, acquisition or takeover"
of a U.S. company that would result in foreign control of the company, where    
such control would "threaten to impair the national security." The President has
delegated his authority to receive notices of transactions and to conduct       
investigations to the Committee on Foreign Investment in the United States, an  
interagency committee chaired by the Secretary of the Treasury.                 

     A party or parties to a transaction may, but are not required to, submit to
the Committee on Foreign Investment in the United States a voluntary notice of  
the transaction. In general, if the parties submit such a notice, the Committee 
on Foreign Investment in the United States has 30 days in which to make an      
initial determination whether to conduct an investigation. If the Committee on  
Foreign Investment in the United States decides that an investigation is        
warranted, it typically has 45 days in which to complete the investigation and  
make a recommendation to the President, including whether to take action to     
prohibit the merger. If the Committee on Foreign Investment in the United States
declines to initiate a 45-day investigation, the review process concludes and   
the transaction is, in effect, approved.                                        

     Deutsche Telekom, VoiceStream and Powertel intend voluntarily to notify the
Committee on Foreign Investment in the United States. Although the parties do   
not anticipate that the Committee on Foreign Investment in the United States    
will recommend that the President suspend or prohibit the Deutsche              
Telekom/VoiceStream merger or the Deutsche Telekom/Powertel merger, such a      
recommendation could be made. In the January 12, 2001 agreement between the     
parties and the DOJ and FBI, the U.S. Attorney General agreed not to make any   
objection to the Committee on Foreign Investment in the United States or the    
President concerning the Deutsche Telekom/VoiceStream or Deutsche Telekom/      

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Powertel mergers, provided that the FCC's grant of the pending merger           
applications is subject to the condition that Deutsche Telekom and VoiceStream  
comply with the terms of the January 12, 2001 agreement.                        

General                                                                     

It is possible that one or more of the pending regulatory approvals   
required to complete the Deutsche Telekom/VoiceStream merger or the Deutsche    
Telekom/Powertel merger will not be obtained on a timely basis or at all. In    
addition, it is possible that any of the governmental entities with which       
filings are made may seek regulatory conditions for granting approval of the    
Deutsche Telekom/VoiceStream merger or the Deutsche Telekom/Powertel merger.    

   Under the Deutsche Telekom/VoiceStream merger agreement, Deutsche Telekom
and VoiceStream have each agreed to use reasonable best efforts to complete the 
Deutsche Telekom/VoiceStream merger, including to gain clearance from antitrust 
and competition authorities and obtain other required approvals. For this       
purpose, Deutsche Telekom and VoiceStream have also agreed to accept any        
actions, conditions, terms or restrictions necessary to obtain any regulatory   
approval, unless those conditions, terms and restrictions amount to a           
"burdensome condition," as that term is used in the Deutsche Telekom/VoiceStream
merger agreement. The meaning of "burdensome condition" is explained under      
"Summary of the Deutsche Telekom/VoiceStream Transaction Documents -- The       
Deutsche Telekom/VoiceStream Merger Agreement -- Important Definitions."        
Although we do not expect regulatory authorities to raise any significant       
objections to the Deutsche Telekom/VoiceStream merger, we cannot be certain that
we will obtain all required regulatory approvals or that these approvals will   
not contain terms, conditions or restrictions that would be detrimental to      
Deutsche Telekom or its telecommunications business after the Deutsche          
Telekom/VoiceStream merger. If a burdensome condition is imposed, we might not  
choose to terminate the Deutsche Telekom/VoiceStream merger.                    

    Under the Deutsche Telekom/Powertel merger agreement, Deutsche Telekom and
Powertel have each agreed to use reasonable best efforts to complete the        
Deutsche Telekom/Powertel merger, including to gain clearance from antitrust and
competition authorities and obtain other required approvals, provided that      
neither Deutsche Telekom nor any of its subsidiaries is required to and neither 
Powertel nor its subsidiaries is permitted to, without the consent of Deutsche  
Telekom, divest or hold separate or otherwise take any action that limits       
Deutsche Telekom's freedom of action with respect to Deutsche Telekom, Powertel,
VoiceStream or any of their respective subsidiaries or any of their business,   
product lines or assets. For this purpose, Deutsche Telekom and Powertel have   
also agreed to accept any actions, conditions, terms or restrictions necessary  
to obtain any regulatory approval, unless those actions, conditions, terms and  
restrictions would reasonably be expected to have a "material adverse effect,"  
as that term is used in the Deutsche Telekom/Powertel merger agreement. The     
meaning of "material adverse effect" is explained under "Summary of Deutsche    
Telekom/Powertel and VoiceStream/Powertel Transaction Documents -- The Deutsche 
Telekom/Powertel Merger Agreement -- Important Definitions." Although we do not 
expect regulatory authorities to raise any significant objections to the        
Deutsche Telekom/Powertel merger, we cannot be certain that we will obtain all  
required regulatory approvals or that these approvals will not contain terms,   
conditions or restrictions that would be detrimental to Deutsche Telekom. If a  
condition that would reasonably be expected to have a material adverse effect is
imposed, we might not choose to terminate the Deutsche Telekom/Powertel merger. 

REGULATORY APPROVALS REQUIRED FOR THE VOICESTREAM/POWERTEL MERGER               

U.S. Antitrust                                                              

Under the HSR Act, VoiceStream and Powertel cannot complete the       
VoiceStream/Powertel merger until VoiceStream and Powertel have given           
notification and furnished information relating to the operations of VoiceStream
and Powertel to the FTC and the DOJ and the relevant reviewing agency has       
granted early termination of the 30-day waiting period under the HSR Act, or the
30-day waiting period has expired, or, if the reviewing agency makes a request  
for additional information, the extended waiting                                

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period has expired. Expiration of the applicable waiting period under the HSR   
Act is a condition to completing the VoiceStream/Powertel merger.               

    On September 13, 2000, VoiceStream and Powertel filed with the FTC and the
DOJ a premerger notification and report form relating to the                    
VoiceStream/Powertel transaction. The HSR Act waiting period relating to this   
transaction expired on October 13, 2000 without the issuance of a request for   
additional information.                                                         

   Termination of the HSR Act waiting period does not prevent the government
from challenging the VoiceStream/Powertel merger. At any time before or after   
the completion of the VoiceStream/Powertel merger, the FTC or DOJ could take any
action under the antitrust laws that it deems necessary or desirable in the     
public interest, including seeking the divestiture of substantial assets of     
VoiceStream or Powertel or challenging the VoiceStream/Powertel merger. In      
addition, certain private parties as well as state attorneys general and other  
antitrust authorities may challenge the acquisition under antitrust laws or     
other circumstances, and even if VoiceStream and Powertel believe that they     
should prevail, they might not. Although VoiceStream and Powertel do not        
anticipate that the DOJ or FTC will challenge the VoiceStream/Powertel merger,  
the DOJ or FTC might challenge the VoiceStream/Powertel merger on antitrust     
grounds. If a challenge is made, we cannot predict what the result will be.     

FCC                                                                         

The VoiceStream/Powertel merger is subject to the requirements of the 
Communications Act of 1934, as amended, and the rules, regulations and policies 
of the FCC. Before the VoiceStream/Powertel merger may occur, the FCC must give 
its consent based on a determination that the VoiceStream/Powertel merger would 
serve the public interest, convenience and necessity. In making this            
determination, the FCC examines whether a proposed merger is consistent with the
Communications Act and the FCC's rules, regulations and policies, including,    
among other things, the effect of the transfer on FCC policies encouraging      
competition.                                                                    

The VoiceStream/Powertel merger application was filed with the FCC on 
September 18, 2000. The public comment period on the application concluded on   
January 8, 2001. Because consummation of the VoiceStream/Powertel merger is     
conditioned upon the outcome of the Deutsche Telekom/VoiceStream merger,        
VoiceStream and Powertel have requested that the FCC process the                
VoiceStream/Powertel merger application simultaneously with the Deutsche        
Telekom/VoiceStream and Deutsche Telekom/Powertel merger applications. A final  
decision by the FCC on transactions of the type of the three proposed mergers   
generally takes at least six months from the date of public notice and may take 
substantially longer. Furthermore, while VoiceStream and Powertel believe that  
the VoiceStream/Powertel merger application should be approved under the        
foregoing standard, the FCC might not approve it. It is also possible that the  
FCC will condition its approval on compliance with competitive safeguards, and  
that any FCC approval will be challenged in court.                              

General                                                                     

    It is possible that either or both of the regulatory approvals required to
complete the VoiceStream/Powertel merger will not be obtained on a timely basis 
or at all. In addition, it is possible that either of the governmental entities 
with which filings are made may seek regulatory conditions for granting approval
of the VoiceStream/Powertel merger.                                             

   Under the VoiceStream/Powertel merger agreement, VoiceStream and Powertel
have each agreed to use reasonable best efforts to comply promptly with all     
legal requirements, including furnishing all information required under the HSR 
Act and all actions required in connection with approvals of or filings with the
FCC or similar agencies or any other governmental entities. Although VoiceStream
and Powertel do not expect regulatory authorities to raise any significant      
objections to the VoiceStream/Powertel merger, VoiceStream and Powertel cannot  
be certain that they will obtain all required regulatory approvals or that these
approvals will not contain terms, conditions or restrictions that would be      
detrimental to VoiceStream or its telecommunications business after the         
VoiceStream/Powertel merger. If a condition that would reasonably be expected to
have a material adverse effect is imposed, VoiceStream and Powertel might not   
choose to terminate the VoiceStream/Powertel merger.                            
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U.S. FEDERAL AND GERMAN TAX CONSEQUENCES

GENERAL                                                                         

The following sections contain separate discussions of:               

    - U.S. federal income tax consequences of the Deutsche Telekom/VoiceStream
merger to U.S. holders of VoiceStream common shares;              

 - U.S. federal income tax consequences of the Deutsche Telekom/Powertel
merger to U.S. holders of Powertel common shares;                 

 - U.S. federal income tax consequences of the Deutsche Telekom/Powertel
merger to U.S. holders of Powertel preferred shares;              

   - U.S. federal income tax consequences of the VoiceStream/Powertel merger
to U.S. holders of Powertel common shares;                        

   - U.S. federal income tax consequences of the VoiceStream/Powertel merger
to U.S. holders of Powertel preferred shares;                     

   - U.S. federal income tax and German tax considerations for U.S. resident
    holders of Deutsche Telekom ADSs and Deutsche Telekom ordinary shares;
and                                                               

     - German tax considerations for non-German holders of Deutsche Telekom ADSs
and Deutsche Telekom ordinary shares.                             

General Matters Relating to U.S. Federal Income Tax Discussions             

As used in these discussions, the term "U.S. holder" means, before the
merger, a beneficial owner of VoiceStream common shares or Powertel shares, as  
applicable, or an employee stock option to acquire such shares, and, after the  
merger, a beneficial owner of Deutsche Telekom ADSs or Deutsche Telekom ordinary
shares or VoiceStream common shares, as applicable, who is for U.S. federal     
income tax purposes:                                                            

- a citizen or resident of the United States;                         

    - a corporation created or organized in the United States or under the law
of the United States or any state or the District of Columbia; or 

- a partnership, trust, or estate that is treated as a United States  
person.                                                           

  These discussions do not address all aspects of U.S. tax law that may be
relevant to a U.S. holder in light of his particular circumstances or who is    
subject to special provisions of such law. For example, these discussions do not
address all aspects of U.S. tax law that may be relevant to U.S. holders:       

- who are liable for alternative minimum tax;                         

- who hold their VoiceStream common shares, Powertel shares, Deutsche 
      Telekom ADSs, or Deutsche Telekom ordinary shares as part of a straddle,
   hedge, synthetic security, conversion transaction or other integrated
investment composed of one or more other investments;             

- whose "functional currency" is not the U.S. dollar; or              

- who are financial institutions, insurance companies, tax-exempt     
       organizations, traders in securities that elect mark-to-market accounting
treatment, or broker-dealers.                                     

   In addition, these discussions are limited to U.S. holders who hold their
VoiceStream common shares, Powertel shares, Deutsche Telekom ADSs or Deutsche   
Telekom ordinary shares as capital assets. The discussion also does not address 
U.S. state or local taxation or taxation by countries other than the United     
States and Germany.                                                             

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     The U.S. tax discussions are based on existing U.S. federal income tax law,
including statutes, regulations, administrative rulings, and court decisions,   
all as in effect on the date of this proxy statement/prospectus. All of these   
authorities are subject to change, or change in interpretation, possibly with   
retroactive effect. These discussions assume that each merger will be completed 
in accordance with the terms of the relevant merger agreement. Any change in any
of the foregoing authorities or failure of the assumption to be true could alter
the tax consequences discussed below. The parties will not request, and none of 
the mergers is conditioned on, a ruling from the Internal Revenue Service as to 
any of the U.S. federal income tax consequences of such merger. As a result,    
there can be no assurance that the IRS will not disagree with or challenge any  
of the conclusions set forth in the discussions.                                

In these discussions, when we refer to the completion of any of the   
mergers, we mean the effective time of those mergers, which occurs when a       
certificate of merger is filed and becomes effective.                           

   Each VoiceStream shareholder and Powertel shareholder is urged to consult
his own tax advisor as to the U.S. federal income and other tax consequences to 
him of the relevant merger, including the income tax consequences arising from  
his own unique facts and circumstances, and including any estate, inheritance,  
gift, state, local or non-U.S. tax consequences of the relevant merger.         

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DEUTSCHE TELEKOM/VOICESTREAM MERGER 
TO U.S. HOLDERS OF VOICESTREAM COMMON SHARES                                    

    Subject to the limitations and qualifications set forth under "-- General"
and in this section, the discussion in this section represents the opinion of   
Jones, Day, Reavis & Pogue, tax counsel to VoiceStream, and Wachtell, Lipton,   
Rosen & Katz, special counsel to VoiceStream, as to the material U.S. federal   
income tax consequences of the Deutsche Telekom/VoiceStream merger to U.S.      
holders of VoiceStream common shares. Each counsel has delivered this opinion,  
dated the effective date of this proxy statement/prospectus, to VoiceStream.    

Tax Opinion Condition to Closing                                            

    The obligation of VoiceStream to complete the Deutsche Telekom/VoiceStream
merger is conditioned on the receipt of an additional opinion from tax counsel  
to VoiceStream and/or special counsel to VoiceStream, dated as of completion of 
the Deutsche Telekom/VoiceStream merger, substantially to the effect that the   
Deutsche Telekom/VoiceStream merger will qualify as a reorganization within the 
meaning of Section 368(a) of the U.S. tax code and that each transfer of        
property to Deutsche Telekom by a shareholder of VoiceStream pursuant to the    
Deutsche Telekom/VoiceStream merger will not be subject to Section 367(a)(1) of 
the U.S. tax code. Counsel's tax opinion will be based on assumptions noted in  
the opinion, including an assumption that any "five-percent transferee          
shareholder" of Deutsche Telekom, as defined in Treasury regulations promulgated
under Section 367(a) of the U.S. tax code, will file a "gain recognition        
agreement" as defined in such regulations, and on factual representations of    
VoiceStream and Deutsche Telekom contained in certificates signed by officers of
VoiceStream and Deutsche Telekom to be delivered at the time of the Deutsche    
Telekom/VoiceStream merger. VoiceStream does not intend to waive the receipt of 
its counsel's opinion as a condition to its obligation to complete the Deutsche 
Telekom/VoiceStream merger, and will not waive the receipt of an opinion as a   
condition to its obligation to complete the merger without recirculating this   
document in order to resolicit stockholder approval. Counsel's opinion will not 
be binding on the IRS or any court.                                             

    Both counsels presently intend to deliver to VoiceStream at the completion
of the merger an opinion that satisfies the requirements set forth in the prior 
paragraph, and it is assumed for purposes of the remainder of the discussion in 
this section that both counsels will deliver such an opinion.                   

U.S. Holders Whose Merger Consideration Does Not Consist Solely of Cash     

For U.S. federal income tax purposes, the Deutsche Telekom/VoiceStream
merger will qualify as a reorganization within the meaning of Section 368(a) of 
the U.S. tax code and each transfer of property to Deutsche Telekom by a        
shareholder of VoiceStream pursuant to the Deutsche Telekom/VoiceStream         
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merger will not be subject to Section 367(a)(1) of the U.S. tax code.           
Accordingly, with the possible exception of merger consideration that is        
received in exchange for the 0.75% stock dividend permitted by the Deutsche     
Telekom/VoiceStream merger agreement as described under "Summary of the Deutsche
Telekom/VoiceStream Transaction Documents -- The Deutsche Telekom/VoiceStream   
Merger Agreement -- Election and Exchange of Certificates Representing          
VoiceStream Common Shares", a U.S. holder of VoiceStream common shares whose    
merger consideration does not consist solely of cash:                           

   - will not recognize any loss upon his receipt of merger consideration in
the Deutsche Telekom/VoiceStream merger, and                      

- will recognize gain upon his receipt of merger consideration in the 
 Deutsche Telekom/VoiceStream merger equal to the lesser of the gain
       realized, if any, with respect to each VoiceStream common share exchanged
and the cash, if any, received for the VoiceStream common share.  

   The amount of gain realized with respect to each VoiceStream common share
exchanged will equal the excess of:                                             

    - the sum of the fair market value at the completion of the Deutsche
       Telekom/VoiceStream merger of the Deutsche Telekom ADSs or Deutsche
         Telekom ordinary shares and the cash, if any, received for the share,
over                                                        

- the U.S. holder's tax basis in such share.                    

As discussed further below, different rules apply to any shareholder of         
VoiceStream who, immediately after the Deutsche Telekom/VoiceStream merger, will
be a "five-percent transferee shareholder" of Deutsche Telekom, as defined in   
Treasury regulations promulgated under Section 367(a) of the U.S. tax code, and 
to any cash received in lieu of fractional shares in the Deutsche               
Telekom/VoiceStream merger. Any recognized gain generally will be capital gain, 
and generally will be long-term capital gain with respect to VoiceStream common 
shares held by the U.S. holder for more than 12 months at the completion of the 
Deutsche Telekom/VoiceStream merger. In some cases, if the shareholder actually 
or constructively owns Deutsche Telekom ADSs or Deutsche Telekom ordinary shares
other than those received as a result of the Deutsche Telekom/VoiceStream       
merger, the recognized gain could be treated as having the effect of the        
distribution of a dividend, under the tests set forth in Section 302 of the U.S.
tax code, in which case such gain would be treated as ordinary dividend income. 

  The aggregate tax basis of the Deutsche Telekom ADSs or Deutsche Telekom
ordinary shares received by a U.S. holder in the Deutsche Telekom/VoiceStream   
merger, including any fractional interests to which the U.S. holder would be    
entitled but for the special treatment of fractional interests described below, 
will equal the aggregate tax basis of the VoiceStream common shares exchanged   
for the Deutsche Telekom ADSs or Deutsche Telekom ordinary shares, increased by 
the amount of gain, including any gain that is treated as a dividend, recognized
by the U.S. holder as a result of his exchange of VoiceStream common shares in  
the Deutsche Telekom/VoiceStream merger, and decreased by the amount of cash    
received by the U.S. holder in the Deutsche Telekom/VoiceStream merger, other   
than cash received in lieu of a fractional Deutsche Telekom ADS or Deutsche     
Telekom ordinary share. The holding period of the Deutsche Telekom ADSs or      
Deutsche Telekom ordinary shares received will include the holding period of the
VoiceStream common shares exchanged therefor.                                   

    Fractional interests in Deutsche Telekom ADSs or Deutsche Telekom ordinary
shares will not be issued to VoiceStream shareholders in the Deutsche           
Telekom/VoiceStream merger. Instead, any fractional interests VoiceStream       
shareholders otherwise would have been entitled to receive will be sold and the 
proceeds will be paid to those shareholders. A U.S. holder who receives cash in 
respect of a fractional interest in a Deutsche Telekom ADS or Deutsche Telekom  
ordinary share will recognize gain or loss equal to the difference between the  
cash received for the fractional share and the U.S. holder's tax basis in the   
VoiceStream common shares exchanged which is allocable to the fractional        
interest. Any such gain or loss generally will be capital gain or loss, and     
generally will be long-term capital gain or loss with respect to                
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VoiceStream common shares held for more than 12 months at the completion of the 
Deutsche Telekom/VoiceStream merger.                                            

  Merger consideration received by a U.S. holder in exchange for the 0.75%
stock dividend permitted by the Deutsche Telekom/VoiceStream merger agreement   
likely would be treated the same as other merger consideration, and Deutsche    
Telekom and VoiceStream intend to treat it the same as other merger             
consideration for U.S. federal income tax purposes. It is possible, however,    
that merger consideration received by a U.S. holder in exchange for the stock   
dividend could instead be treated as ordinary dividend income that is separately
received by the U.S. holder from Deutsche Telekom. In such case, the amount of  
the dividend generally would be equal to the amount of cash plus the fair market
value of the Deutsche Telekom ADSs or Deutsche Telekom ordinary shares received 
in exchange for the VoiceStream 0.75% stock dividend, determined at completion  
of the Deutsche Telekom/VoiceStream merger. Further, the U.S. holder's tax basis
in such Deutsche Telekom ADSs or Deutsche Telekom ordinary shares would be equal
to such fair market value and his holding period generally would begin on the   
date following the date of completion of the Deutsche Telekom/VoiceStream       
merger. In the event that merger consideration received by a U.S. holder in     
exchange for the stock dividend were treated as separately received by the U.S. 
holder, that treatment would not affect the status of the merger as a           
reorganization within the meaning of Section 368(a) of the U.S. tax code.       

  A U.S. HOLDER WHO IS A "FIVE-PERCENT TRANSFEREE SHAREHOLDER" OF DEUTSCHE
TELEKOM IMMEDIATELY AFTER THE DEUTSCHE TELEKOM/VOICESTREAM MERGER, AS DEFINED IN
TREASURY REGULATIONS PROMULGATED UNDER SECTION 367(a) OF THE U.S. TAX CODE, WILL
QUALIFY FOR NON-RECOGNITION TREATMENT AS DESCRIBED IN THIS PROXY                
STATEMENT/PROSPECTUS ONLY IF THE U.S. HOLDER FILES WITH THE IRS A "GAIN         
RECOGNITION AGREEMENT," AS DEFINED IN SUCH TREASURY REGULATIONS. ANY U.S. HOLDER
OF VOICESTREAM COMMON SHARES WHO MAY BE A FIVE-PERCENT TRANSFEREE SHAREHOLDER IS
URGED TO CONSULT HIS TAX ADVISOR CONCERNING THE DECISION TO FILE A GAIN         
RECOGNITION AGREEMENT AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION WITH THAT 
FILING.                                                                         

U.S. Holders Whose Merger Consideration Consists Solely of Cash             

   A U.S. holder of VoiceStream common shares that receives only cash in the
Deutsche Telekom/VoiceStream merger will generally recognize gain or loss for   
U.S. federal income tax purposes equal to the difference between the amount of  
cash received and the U.S. holder's tax basis in the VoiceStream common shares  
surrendered in the Deutsche Telekom/VoiceStream merger. Such recognized gain or 
loss generally will be capital gain or loss, and generally will be long term    
with respect to VoiceStream common shares held by the U.S. holder for more than 
12 months at the completion of the Deutsche Telekom/VoiceStream merger. In some 
cases, if the shareholder actually or constructively owns Deutsche Telekom ADSs 
or Deutsche Telekom ordinary shares, the recognized gain could be treated as    
having the effect of the distribution of a dividend, under the tests set forth  
in Section 302 of the U.S. tax code, in which case such gain would be treated as
ordinary dividend income. In addition, it is possible that cash received by a   
U.S. holder in exchange for the 0.75% stock dividend permitted under the        
Deutsche Telekom/VoiceStream merger agreement could be treated as ordinary      
dividend income that is separately received by the U.S. holder from Deutsche    
Telekom.                                                                        

U.S. Holders Who Are Dissenting Shareholders                                

   Subject to the discussion below, a U.S. holder who exercises his right to
dissent from the Deutsche Telekom/VoiceStream merger will recognize gain or loss
on the exchange of his VoiceStream common shares for cash in an amount equal to 
the difference between:                                                         

        - the cash received, other than amounts, if any, which are or are deemed
      to be interest for U.S. federal income tax purposes, which amounts
will be taxed as ordinary income; and                       

- his tax basis in his VoiceStream common shares.               

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Such gain or loss generally will be capital gain or loss and generally will be  
long-term capital gain or loss with respect to VoiceStream shares held for more 
than 12 months at the completion of the Deutsche Telekom/VoiceStream merger. A  
dissenting shareholder may be required to recognize any gain or loss in the year
the Deutsche Telekom/VoiceStream merger closes, irrespective of whether the     
dissenting shareholder actually receives payment for his or her shares in that  
year. In some instances, cash received by a dissenting VoiceStream shareholder  
could be taxed as ordinary dividend income if the shareholder actually or       
constructively owns Deutsche Telekom ADSs or Deutsche Telekom ordinary shares   
under the tests set forth in Section 302 of the U.S. tax code after the Deutsche
Telekom/VoiceStream merger.                                                     

U.S. Holders of Employee Stock Options                                      

    The exchange pursuant to the Deutsche Telekom/VoiceStream merger by a U.S.
holder of an employee stock option to acquire VoiceStream common shares for an  
option to acquire Deutsche Telekom ADSs or Deutsche Telekom ordinary shares will
not be taxable for U.S. federal income tax purposes. A U.S. holder of an option 
to acquire a Deutsche Telekom ADS or Deutsche Telekom ordinary share who        
received that option in exchange for an option to acquire VoiceStream common    
shares that was received as compensation, and who exercises that Deutsche       
Telekom option, generally will recognize ordinary income for U.S. federal income
tax purposes in an amount equal to the excess of the fair market value on the   
exercise date of the Deutsche Telekom ADS or Deutsche Telekom ordinary share    
received pursuant to the exercise over the price paid for the Deutsche Telekom  
ADS or Deutsche Telekom ordinary share pursuant to the option, and generally    
will be subject to applicable withholding taxes. A U.S. holder's tax basis in   
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares received as a result  
of the exercise of the option will equal the fair market value of the Deutsche  
Telekom ADS or Deutsche Telekom ordinary share on the exercise date and a U.S.  
holder's holding period will begin on the exercise date. Thereafter, the U.S.   
holder will be subject to the rules discussed below with respect to U.S. holders
of Deutsche Telekom ADSs and Deutsche Telekom ordinary shares.                  

The foregoing discussion does not address the U.S. federal income tax 
consequences of the exercise of any option that is treated as an incentive stock
option within the meaning of Section 422(b) of the U.S. tax code. Any U.S.      
holder of an option that is treated as an incentive stock option is urged to    
consult his own tax advisor concerning the consequences to him of the Deutsche  
Telekom/VoiceStream merger and exercise of the option.                          

U.S. Backup Withholding                                                     

    Under the U.S. tax code, a U.S. holder of VoiceStream common shares may be
subject, under certain circumstances, to backup withholding at a rate of 31%    
with respect to the amount of cash, if any, received in the Deutsche            
Telekom/VoiceStream merger, including cash received in lieu of fractional shares
or upon exercise of dissenters' rights, unless the U.S. holder provides proof of
an applicable exemption or correct taxpayer identification number and otherwise 
complies with applicable requirements of the backup withholding rules. Any      
amount withheld under the backup withholding rules is not additional tax and may
be refunded or credited against the U.S. holder's federal income tax liability, 
so long as the required information is furnished to the IRS.                    

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DEUTSCHE TELEKOM/POWERTEL MERGER TO 
U.S. HOLDERS OF POWERTEL COMMON SHARES                                          

    Subject to the limitations and qualifications set forth under "-- General"
and in this section, the discussion in this section represents the opinion of   
Morris, Manning & Martin, LLP, counsel to Powertel, and Cleary, Gottlieb, Steen 
& Hamilton, counsel to Deutsche Telekom, as to the material U.S. federal income 
tax consequences of the Deutsche Telekom/Powertel merger to U.S. holders of     
Powertel common shares. Each counsel has delivered this opinion, dated the      
effective date of this proxy statement/ prospectus, to Powertel or Deutsche     
Telekom, as applicable.                                                         

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Tax Opinion Condition to Closing                                            

     The obligation of Powertel to complete the Deutsche Telekom/Powertel merger
is conditioned on the receipt of an additional opinion from Morris, Manning &   
Martin, LLP, counsel to Powertel, and the obligation of Deutsche Telekom to     
complete the Deutsche Telekom/Powertel merger is conditioned on the receipt of  
an additional opinion from Cleary, Gottlieb, Steen & Hamilton, counsel to       
Deutsche Telekom, each opinion, dated as of completion of the Deutsche          
Telekom/Powertel merger, substantially to the effect that the Deutsche          
Telekom/Powertel merger will qualify as a reorganization within the meaning of  
Section 368(a) of the U.S. tax code and that each transfer of property to       
Deutsche Telekom by a shareholder of Powertel pursuant to the Deutsche          
Telekom/Powertel merger will not be subject to Section 367(a)(1) of the U.S. tax
code. Counsels' tax opinions will be based upon assumptions noted in the        
opinions, including an assumption that any "five-percent transferee shareholder"
of Deutsche Telekom, as defined in Treasury regulations promulgated under       
Section 367(a) of the U.S. tax code, will file a "gain recognition agreement" as
defined in such regulations, and on factual representations of Powertel and     
Deutsche Telekom contained in certificates signed by officers of Powertel and   
Deutsche Telekom to be delivered at the time of the Deutsche Telekom/Powertel   
merger. Powertel does not intend to waive the receipt of its counsel's opinion  
as a condition to its obligation to complete the Deutsche Telekom/Powertel      
merger, and will not waive the receipt of an opinion as a condition to its      
obligation to complete the merger without recirculating this document in order  
to resolicit stockholder approval. Counsels' opinions will not be binding on the
IRS or any court.                                                               

    Both counsels presently intend to deliver to Powertel or Deutsche Telekom,
as applicable, at the completion of the merger an opinion that satisfies the    
requirements set forth in the prior paragraph, and it is assumed for purposes of
the remainder of the discussion in this section that each counsel will deliver  
such an opinion.                                                                

U.S. Holders of Powertel Common Shares                                      

    For U.S. federal income tax purposes, the Deutsche Telekom/Powertel merger
will qualify as a reorganization within the meaning of Section 368(a) of the    
U.S. tax code and each transfer of property to Deutsche Telekom by a shareholder
of Powertel pursuant to the Deutsche Telekom/Powertel merger will not be subject
to Section 367(a)(1) of the U.S. tax code. Accordingly, with the possible       
exception of merger consideration that is received in exchange for the 0.75%    
stock dividend permitted by the Deutsche Telekom/Powertel merger agreement as   
described under "Summary of the Deutsche Telekom/Powertel and                   
VoiceStream/Powertel Transaction Documents -- The Deutsche Telekom/Powertel     
Merger Agreement -- Adjustment in Connection with Permitted Dividends," a U.S.  
holder of Powertel common shares generally will not recognize any gain or loss  
upon his receipt of merger consideration in the Deutsche Telekom/Powertel       
merger, except with respect to cash received in lieu of fractional shares, as   
discussed further below.                                                        

  The aggregate tax basis of the Deutsche Telekom ADSs or Deutsche Telekom
ordinary shares received by a U.S. holder in the Deutsche Telekom/Powertel      
merger, including any fractional interest to which the U.S. holder would be     
entitled but for the special treatment of fractional interests described below, 
generally will equal the aggregate tax basis of the Powertel common shares      
exchanged for the Deutsche Telekom ADSs or Deutsche Telekom ordinary shares. The
holding period of the Deutsche Telekom ADSs or Deutsche Telekom ordinary shares 
received will include the holding period of the Powertel common shares exchanged
therefor.                                                                       

    Fractional interests in Deutsche Telekom ADSs or Deutsche Telekom ordinary
shares will not be issued to Powertel shareholders in the Deutsche              
Telekom/Powertel merger. Instead, any fractional interests in Deutsche Telekom  
ADSs or Deutsche Telekom ordinary shares that a U.S. holder of Powertel common  
shares otherwise would have been entitled to receive will be sold and the       
proceeds will be paid to those shareholders. A U.S. holder who receives cash in 
respect of a fractional interest in a Deutsche Telekom ADS or Deutsche Telekom  
ordinary share will recognize gain or loss equal to the difference between the  
cash received for the fractional share and the U.S. holder's tax basis in the   
Powertel common                                                                 

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shares exchanged which is allocable to the fractional interest. Any such gain or
loss generally will be capital gain or loss, and generally will be long-term    
capital gain or loss with respect to Powertel common shares held for more than  
12 months at the completion of the Deutsche Telekom/Powertel merger.            

  Merger consideration received by a U.S. holder in exchange for the 0.75%
stock dividend permitted by the Deutsche Telekom/Powertel merger agreement      
likely would be treated the same as other merger consideration, and Deutsche    
Telekom and Powertel intend to treat it the same as other merger consideration  
for U.S. federal income tax purposes. It is possible, however, that merger      
consideration received by a U.S. holder in exchange for the stock dividend could
instead be treated as ordinary dividend income that is separately received by   
the U.S. holder from Deutsche Telekom. In such case, the amount of the dividend 
generally would be equal to the fair market value of the Deutsche Telekom ADSs  
or Deutsche Telekom ordinary shares received in exchange for the stock dividends
determined at completion of the Deutsche Telekom/Powertel merger. Further, the  
U.S. holder's tax basis in such Deutsche Telekom ADSs or Deutsche Telekom       
ordinary shares would be equal to such fair market value and his holding period 
generally would begin on the date following the date of completion of the       
Deutsche Telekom/ Powertel merger. In the event that merger consideration       
received by a U.S. holder in exchange for the stock dividend were treated as    
separately received by the U.S. holder, that treatment would not affect the     
status of the merger as a reorganization within the meaning of Section 368(a) of
the U.S. tax code.                                                              

  A U.S. HOLDER WHO IS A "FIVE-PERCENT TRANSFEREE SHAREHOLDER" OF DEUTSCHE
TELEKOM AFTER THE DEUTSCHE TELEKOM/POWERTEL MERGER, AS DEFINED IN TREASURY      
REGULATIONS PROMULGATED UNDER SECTION 367(a) OF THE U.S. TAX CODE, WILL QUALIFY 
FOR NON-RECOGNITION TREATMENT AS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS   
ONLY IF THE SHAREHOLDER FILES WITH THE IRS A "GAIN RECOGNITION AGREEMENT", AS   
DEFINED IN SUCH TREASURY REGULATIONS. ALTHOUGH NO SUCH PERSONS ARE EXPECTED TO  
EXIST SOLELY AS A RESULT OF THE DEUTSCHE TELEKOM/POWERTEL MERGER, ANY U.S.      
HOLDER OF POWERTEL SHARES WHO IS CONCERNED THAT HE MAY BE A FIVE-PERCENT        
TRANSFEREE SHAREHOLDER IS URGED TO CONSULT HIS TAX ADVISOR CONCERNING THE       
DECISION TO FILE A GAIN RECOGNITION AGREEMENT AND THE PROCEDURES TO BE FOLLOWED 
IN CONNECTION WITH THAT FILING.                                                 

U.S. Holders of Employee Stock Options                                      

 The exchange pursuant to the Deutsche Telekom/Powertel merger by a U.S.
holder of an employee stock option to acquire Powertel common shares for an     
option to acquire Deutsche Telekom ADSs or Deutsche Telekom ordinary shares will
not be taxable for U.S. federal income tax purposes. A U.S. holder of an option 
to acquire a Deutsche Telekom ADS or Deutsche Telekom ordinary share who        
received that option in exchange for an option to acquire Powertel common shares
that was received as compensation, and who exercises that Deutsche Telekom      
option, generally will recognize ordinary income for U.S. federal income tax    
purposes in an amount equal to the excess of the fair market value on the       
exercise date of the Deutsche Telekom ADS or Deutsche Telekom ordinary share    
received pursuant to the exercise over the price paid for the Deutsche Telekom  
ADS or Deutsche Telekom ordinary share pursuant to the option, and generally    
will be subject to applicable withholding taxes. A U.S. holder's tax basis in   
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares received as a result  
of the exercise of the option will equal the fair market value of the shares on 
the exercise date and a U.S. holder's holding period will begin on the exercise 
date. Thereafter, the U.S. holder will be subject to the rules discussed below  
with respect to U.S. holders of Deutsche Telekom ADSs and Deutsche Telekom      
ordinary shares.                                                                

The foregoing discussion does not address the U.S. federal income tax 
consequences of the exercise of any option that is treated as an incentive stock
option within the meaning of Section 422(b) of the U.S. tax code. Any U.S.      
holder of an option that is treated as an incentive stock option is urged to    
consult his own tax advisor concerning the consequences to him of the Deutsche  
Telekom/Powertel merger and exercise of the option.                             

U.S. Backup Withholding                                                     

   Under the U.S. tax code, a U.S. holder of Powertel shares may be subject,
under certain circumstances, to backup withholding at a rate of 31% with respect
to the amount of cash, if any, received                                         

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in the Deutsche Telekom/Powertel merger, including cash received in lieu of     
fractional shares, unless the U.S. holder provides proof of an applicable       
exemption or correct taxpayer identification number and otherwise complies with 
applicable requirements of the backup withholding rules. Any amount withheld    
under the backup withholding rules is not additional tax and may be refunded or 
credited against the U.S. holder's federal income tax liability, so long as the 
required information is furnished to the IRS.                                   

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DEUTSCHE TELEKOM/POWERTEL MERGER TO 
U.S. HOLDERS OF POWERTEL PREFERRED SHARES                                       

    Subject to the limitations and qualifications set forth under "-- General"
and this section, the discussion in this section represents the opinion of      
Morris, Manning & Martin, LLP, counsel to Powertel, as to the material U.S.     
Federal income tax consequences of the Deutsche Telekom/Powertel merger to U.S. 
holders of Powertel preferred shares. Counsel has delivered this opinion, dated 
the effective date of this proxy statement/prospectus, to Powertel. Furthermore,
it is assumed for purposes of the remainder of the discussion in this section   
that counsel to Powertel will deliver an additional opinion dated as of the     
completion of the Deutsche Telekom/Powertel merger that satisfies the           
requirements set forth under "-- U.S. Federal Income Tax Consequences of the    
Deutsche Telekom/Powertel Merger to U.S. Holders of Powertel Common             
Shares -- Tax Opinion Condition to Closing."                                    

     Generally, the tax treatment for a U.S. holder of Powertel preferred shares
will be the same as described above for U.S. holders of Powertel common shares. 
Pursuant to Section 1.05(b)(iv)(B) of the Deutsche Telekom/Powertel merger      
agreement, however, the holders of Powertel Series E preferred shares and       
Powertel Series F preferred shares are entitled to additional Deutsche Telekom  
ADSs or Deutsche Telekom ordinary shares in satisfaction of any accrued or      
declared but unpaid dividends on the Powertel Series E preferred shares or      
Powertel Series F preferred shares on the date of the completion of the Deutsche
Telekom/Powertel merger. To the extent any accrued dividends on a Powertel      
stockholder's Powertel Series E preferred shares or Powertel Series F preferred 
shares have been declared (as distinguished from dividends which have accrued   
but are undeclared) and remain unpaid upon the completion of the Deutsche       
Telekom/Powertel merger, the receipt by that Powertel stockholder of Deutsche   
Telekom ADSs or Deutsche Telekom ordinary shares in satisfaction of those       
declared but unpaid dividends on its Powertel Series E preferred shares or      
Powertel Series F preferred shares will be treated as a distribution with       
respect to that Powertel stockholder's Powertel Series E preferred shares or    
Powertel Series F preferred shares and will be either taxable to that           
stockholder, a return of capital to that stockholder, or a combination of both, 
under Section 301 of the U.S. tax code and the regulations and other authorities
promulgated thereunder.                                                         

    The basis of the Deutsche Telekom ADSs or Deutsche Telekom ordinary shares
received by a holder of Powertel Series E preferred shares or Powertel Series F 
preferred shares in satisfaction of any declared but unpaid dividends on that   
stockholder's Powertel Series E preferred shares or Powertel Series F preferred 
shares will equal the fair market value of such Deutsche Telekom ADSs or        
Deutsche Telekom ordinary shares on the date of the completion of the Deutsche  
Telekom/Powertel merger. Further, the basis of the Deutsche Telekom ADSs or     
Deutsche Telekom ordinary shares received by a holder of Powertel Series E      
preferred shares or Powertel Series F preferred shares in exchange for its      
Powertel preferred shares, and not in satisfaction of any declared but unpaid   
dividends, will equal the aggregate tax basis of the shares exchanged for the   
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares, subject to a downward
adjustment to the extent that any Deutsche Telekom ADSs or Deutsche Telekom     
ordinary shares which represent declared but unpaid dividends on a stockholder's
Powertel Series E preferred shares or Powertel Series F preferred shares are    
treated as a return of capital on that stockholder's preferred shares for tax   
purposes.                                                                       

  The holding period for determining long-term capital gains treatment for
any Deutsche Telekom ADSs or Deutsche Telekom ordinary shares received by a     
holder of Powertel Series E preferred shares or Powertel Series F preferred     
shares in satisfaction of any declared but unpaid dividends with respect to     
those shares will commence on the day following the completion of the Deutsche  
Telekom/Powertel merger.                                                        
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    Each holder of Powertel preferred shares should consult its tax advisor in
connection with the tax implications of any Deutsche Telekom ADSs or Deutsche   
Telekom ordinary shares received in satisfaction of any declared but unpaid     
dividends with respect to the stockholder's preferred shares.                   

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE VOICESTREAM/POWERTEL MERGER TO U.S. 
HOLDERS OF POWERTEL COMMON SHARES                                               

    Subject to the limitations and qualifications set forth under "-- General"
and in this section, the discussion in this section represents the opinion of   
Morris, Manning & Martin, LLP, counsel to Powertel, Jones, Day, Reavis & Pogue, 
tax counsel to VoiceStream, and Preston Gates & Ellis LLP, counsel to           
VoiceStream, as to the material U.S. federal income tax consequences of the     
VoiceStream/Powertel merger to U.S. holders of Powertel common shares. Each     
counsel has delivered this opinion, dated the effective date of this proxy      
statement/prospectus, to Powertel or to VoiceStream, as applicable.             

Tax Opinion Condition to Closing                                            

   The obligation of Powertel to complete the VoiceStream/Powertel merger is
conditioned on the receipt of an additional opinion from Morris, Manning &      
Martin, LLP, counsel to Powertel, and the obligation of VoiceStream to complete 
the VoiceStream/Powertel merger is conditioned on the receipt of an additional  
opinion from Preston Gates & Ellis LLP, counsel to VoiceStream, and/or Jones,   
Day Reavis & Pogue, tax counsel to VoiceStream, each opinion dated as of the    
completion of the VoiceStream/Powertel merger, substantially to the effect that 
the VoiceStream/Powertel merger will qualify as a reorganization within the     
meaning of Section 368(a) of the U.S. tax code. Counsels' tax opinions will be  
based upon assumptions noted in the opinions and on factual representations of  
Powertel and VoiceStream contained in certificates signed by officers of        
Powertel and VoiceStream to be delivered at the time of the VoiceStream/Powertel
merger. Powertel does not intend to waive the receipt of its counsel's opinion  
as a condition to its obligation to complete the VoiceStream/Powertel merger,   
and will not waive the receipt of an opinion as a condition to its obligations  
to complete the merger without recirculating this document in order to resolicit
stockholder approval of the waiver. Counsels' opinions will not be binding on   
the IRS or any court.                                                           

  Each counsel presently intends to deliver to Powertel or VoiceStream, as
applicable, at the completion of the merger an opinion that satisfies the       
requirements set forth in the prior paragraph, and it is assumed for purposes of
the remainder of the discussion in this section that each counsel will deliver  
such an opinion.                                                                

U.S. Holders of Powertel Common Shares                                      

    For U.S. federal income tax purposes, the VoiceStream/Powertel merger will
qualify as a reorganization within the meaning of Section 368(a) of the U.S. tax
code. Accordingly, a U.S. holder of Powertel common shares generally will not   
recognize any gain or loss upon his receipt of merger consideration in the      
VoiceStream/Powertel merger, except with respect to cash received in lieu of    
fractional shares, as discussed further below.                                  

     The aggregate tax basis of the VoiceStream common shares received by a U.S.
holder in the VoiceStream/Powertel merger, including any fractional interests to
which the U.S. holder would be entitled but for the special treatment of        
fractional interests discussed below, generally will equal the aggregate tax    
basis of the Powertel common shares exchanged therefor. The holding period of   
the VoiceStream common shares received will include the holding period of the   
Powertel common shares exchanged therefor.                                      

 Fractional interests in VoiceStream common shares will not be issued to
Powertel shareholders in the VoiceStream/Powertel merger. Instead, cash will be 
paid in lieu of any fractional interests in VoiceStream common shares that a    
U.S. holder of Powertel common shares otherwise would have been entitled to     
receive. A U.S. holder who receives cash in lieu of a fractional share of       
VoiceStream common share will recognize gain or loss equal to the difference    
between the cash received for the fractional share and the                      
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U.S. holder's tax basis in the Powertel common shares exchanged which is        
allocable to the fractional interest. Any such gain or loss generally will be   
capital gain or loss, and generally will be long-term capital gain or loss with 
respect to Powertel common shares held for more than 12 months at the completion
of the VoiceStream/Powertel merger.                                             

U.S. Holders of Employee Stock Options                                      

   The exchange pursuant to the VoiceStream/Powertel merger by a U.S. holder
of an employee stock option to acquire Powertel common shares for an option to  
acquire VoiceStream common shares will not be taxable for U.S. federal income   
tax purposes. A U.S. holder of an option to acquire VoiceStream common shares   
who received that option in exchange for an option to acquire Powertel common   
shares that was received as compensation, and who exercises that VoiceStream    
option, generally will recognize ordinary income for U.S. federal income tax    
purposes in an amount equal to the excess of the fair market value on the       
exercise date of the VoiceStream common shares received pursuant to the exercise
over the price paid for the VoiceStream common shares pursuant to the option,   
and generally will be subject to applicable withholding taxes. A U.S. holder's  
tax basis in VoiceStream common shares received as a result of the exercise of  
the option will equal the fair market value of the shares on the exercise date  
and a U.S. holder's holding period will begin on the exercise date.             

The foregoing discussion does not address the U.S. federal income tax 
consequences of the exercise of any option that is treated as an incentive stock
option within the meaning of Section 422(b) of the U.S. tax code. Any U.S.      
holder of an option that is treated as an incentive stock option is urged to    
consult his own tax advisor concerning the consequences to him of the           
VoiceStream/Powertel merger and exercise of the option.                         

U.S. Backup Withholding                                                     

 Under the U.S. tax code, a U.S. holder of Powertel common shares may be
subject, under certain circumstances, to backup withholding at a rate of 31%    
with respect to the amount of cash, if any, received in the VoiceStream/Powertel
merger, including cash received in lieu of fractional shares, unless the U.S.   
holder provides proof of an applicable exemption or correct taxpayer            
identification number and otherwise complies with applicable requirements of the
backup withholding rules. Any amount withheld under the backup withholding rules
is not additional tax and may be refunded or credited against the U.S. holder's 
federal income tax liability, so long as the required information is furnished  
to the IRS.                                                                     

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE VOICESTREAM/POWERTEL MERGER TO U.S. 
HOLDERS OF POWERTEL PREFERRED SHARES                                            

   Subject to the limitations and qualifications set forth under the heading
"-- General" and this section, the discussion in this section represents the    
opinion of Morris, Manning & Martin, LLP, counsel to Powertel, as to the        
material U.S. Federal income tax consequences of the VoiceStream/Powertel merger
to U.S. holders of Powertel preferred shares. Counsel has delivered this        
opinion, dated the effective date of this proxy statement/prospectus to         
Powertel. Furthermore, it is assumed for purposes of the remainder of the       
discussion in this section that counsel to Powertel will deliver an additional  
opinion dated as of completion of the VoiceStream/Powertel merger that satisfies
the requirements set forth under "-- U.S. Federal Income Tax Consequences of the
VoiceStream/Powertel Merger to U.S. Holders of Powertel Common Shares -- Tax    
Opinion Condition to Closing."                                                  

     Generally, the tax treatment for a U.S. holder of Powertel preferred shares
will be the same as described above for U.S. holders of Powertel common shares. 
Pursuant to Section 1.06(c)(ii)(B)(2) of the VoiceStream/Powertel merger        
agreement, however, the holders of Powertel Series E preferred shares and       
Powertel Series F preferred shares are entitled to additional VoiceStream common
shares in satisfaction of any accrued or declared but unpaid dividends on the   
Powertel Series E preferred shares or Powertel Series F preferred shares on the 
date of the completion of the VoiceStream/Powertel merger. To the extent any    
accrued dividends on a Powertel stockholder's Powertel Series E preferred shares
or                                                                              

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Powertel Series F preferred shares have been declared (as distinguished from    
dividends which have accrued but are undeclared) and remain unpaid upon the     
completion of the VoiceStream/Powertel merger, the receipt by that Powertel     
stockholder of VoiceStream common shares in satisfaction of those declared but  
unpaid dividends on its Powertel Series E preferred shares or Powertel Series F 
preferred shares will be treated as a distribution with respect to that Powertel
stockholder's Powertel Series E preferred shares or Powertel Series F preferred 
shares and will be either taxable to that stockholder, a return of capital to   
that stockholder, or a combination of both, under Section 301 of the U.S. tax   
code and the regulations and other authorities promulgated thereunder.          

     The basis of the VoiceStream common shares received by a holder of Powertel
Series E preferred shares or Powertel Series F preferred shares in satisfaction 
of any declared but unpaid dividends on that stockholder's Powertel Series E    
preferred shares or Powertel Series F preferred shares will equal the fair      
market value of such VoiceStream common shares on the date of the completion of 
the VoiceStream/Powertel merger. Further, the basis of the VoiceStream common   
shares received by a holder of Powertel Series E preferred shares or Powertel   
Series F preferred shares in exchange for its Powertel shares, and not in       
satisfaction of any declared but unpaid dividends, will equal the aggregate tax 
basis of the shares exchanged for the VoiceStream common shares, subject to a   
downward adjustment to the extent that any VoiceStream common shares which      
represent declared but unpaid dividends on a stockholder's Powertel Series E    
preferred shares or Powertel Series F preferred shares are treated as a return  
of capital on that stockholder's preferred shares for tax purposes.             

   The holding period for any VoiceStream common shares received by a holder
of Powertel Series E preferred shares or Powertel Series F preferred shares in  
satisfaction of any declared but unpaid dividends with respect to those shares  
will commence on the day following the completion of the VoiceStream/Powertel   
merger.                                                                         

    Each holder of Powertel preferred shares should consult its tax advisor in
connection with the tax implications of any VoiceStream common shares received  
in satisfaction of any declared but unpaid dividends with respect to the        
stockholder's preferred shares.                                                 

U.S. FEDERAL INCOME TAX AND GERMAN TAX CONSIDERATIONS FOR U.S. RESIDENT HOLDERS 
OF DEUTSCHE TELEKOM ADSs AND DEUTSCHE TELEKOM ORDINARY SHARES                   

The following is a summary of the material U.S. federal income tax and
German tax considerations related to the acquisition, ownership and disposition 
of Deutsche Telekom ADSs or Deutsche Telekom ordinary shares by a holder that is
a resident of the United States for purposes of the income tax convention       
between the United States and Germany, which in this document we refer to as the
"Income Tax Treaty", and is fully eligible for benefits under the Income Tax    
Treaty. We refer in this document to such holder as a "U.S. resident holder".   
The summary does not purport to be a comprehensive description of all of the tax
considerations that may be relevant to any particular investor, including tax   
considerations, that arise from rules of general application or that are        
generally assumed to be known by investors. In particular, the summary does not 
deal with U.S. resident holders that do not hold Deutsche Telekom ADSs or       
Deutsche Telekom ordinary shares as capital assets. The summary does not address
the tax treatment of holders that are subject to special rules, such as banks,  
insurance companies, dealers in securities or currencies, persons holding       
property as part of an integrated investment, including a "straddle", that      
includes one or more other positions, persons that own, directly or indirectly, 
10% or more of Deutsche Telekom's voting shares and holders whose "functional   
currency" is not the U.S. dollar. The summary is based on laws, treaties and    
regulatory interpretations in effect on the date hereof, all of which are       
subject to change.                                                              

     Holders should consult their own advisors regarding the tax consequences of
the acquisition, ownership and disposition of Deutsche Telekom ADSs or Deutsche 
Telekom ordinary shares in light of their particular circumstances, including   
the effect of any state, local, or other national laws.                         

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     The beneficial owner of a Deutsche Telekom ADS or Deutsche Telekom ordinary
share generally will be entitled to Income Tax Treaty benefits, and therefore   
will be a U.S. resident holder, if it is the following:                         

       - an individual resident of the United States, a U.S. corporation, or a
       partnership, estate or trust to the extent its income from whatever
     source derived is subject to taxation in the United States in its
hands or in the hands of its partners or beneficiaries;     

- not also a resident of Germany for German tax purposes; and   

        - not subject to an anti-treaty shopping article that applies in limited
circumstances.                                              

    The Income Tax Treaty benefits discussed below generally are not available
to U.S. taxpayers that hold Deutsche Telekom ADSs or Deutsche Telekom ordinary  
shares in connection with the conduct of business through a permanent           
establishment, or the performance of personal services through a fixed base, in 
Germany. This summary does not discuss the treatment of such holders.           

  In general, for U.S. federal income tax purposes and for purposes of the
Income Tax Treaty, beneficial owners of Deutsche Telekom ADSs will be treated as
the beneficial owners of the Deutsche Telekom ordinary shares represented by    
those Deutsche Telekom ADSs.                                                    

Dividends                                                                   

As described more fully below, dividends paid by German corporations  
generally are subject to German withholding tax at an aggregate rate of 21.1%,  
consisting of a 20% withholding tax and a 1.1% surcharge. Distributions of      
dividends in 2001 out of earnings that accrued prior to the end of the year 2000
will be subject to a withholding tax at a rate of 25% plus a 5.5% solidarity    
surcharge thereon.                                                              

    Under the Income Tax Treaty, the German withholding tax rate is reduced to
15% of the declared dividend. During the period in which the existing corporate 
tax imputation system continues to apply to individuals under German law, U.S.  
resident holders are entitled to claim an additional reduction in German        
withholding tax equal to 5% of the gross dividend. Accordingly, a U.S. resident 
holder would be entitled to receive a refund payment from the German tax        
authorities equal to 16.375% of the declared dividend. The Income Tax Treaty    
provides that 11.375% of the declared dividend will be treated for U.S. tax     
purposes as a reduction in German withholding tax to the generally applicable   
Income Tax Treaty rate of 15%, and the remaining 5% of the declared dividend    
will be treated as the net amount of an additional dividend of 5.88% of the     
declared dividend that has been subject to a 15% German withholding tax.        

    As discussed under "-- German Tax Considerations for Non-German Holders of
Deutsche Telekom ADSs and Deutsche Telekom Ordinary Shares -- Taxation of       
Dividends," pursuant to the Tax Reduction Act adopted by the German Parliament  
on July 14, 2000, the German corporate tax imputation system will be abolished. 
Under the Income Tax Treaty, a U.S. resident holder will still be entitled to a 
reduction in the German withholding tax rate to 15%. For a declared dividend of 
100, a U.S. resident holder would initially receive 78.9 and could claim a      
refund from the German tax authorities of 6.1 and would therefore receive a     
total cash payment of 85. For U.S. federal income tax purposes, a U.S. resident 
holder would be deemed to have received gross dividends of 100.                 

    As discussed under "-- German Tax Considerations for Non-German Holders of
Deutsche Telekom ADSs and Deutsche Telekom Ordinary Shares -- Taxation of       
Dividends," the Tax Reduction Act has, in principle, entered into force on      
January 1, 2001. However, transition rules exist under which certain changes    
will only become effective in 2002. Dividends paid in 2001 out of earnings that 
accrued prior to the end of the year 2000 will still be subject to the corporate
tax imputation system.                                                          

     The gross amount of dividends received by a U.S. resident holder, including
the additional dividend associated with the Income Tax Treaty refund and amounts
withheld in respect of German withholding tax, generally will be subject to U.S.
federal income taxation as foreign source dividend income, and will not be      
eligible for the dividends received deduction generally allowed to U.S.         
corporations. German withholding tax at the 15% rate provided under the Income  
Tax Treaty will be treated as a foreign income                                  
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tax that, subject to generally applicable limitations under U.S. tax law, is    
eligible for credit against a U.S. resident holder's U.S. federal income tax    
liability or, at the holder's election, may be deducted in computing taxable    
income. Thus, for a declared dividend of 100, under the current German corporate
tax imputation system, a U.S. resident holder would be deemed to have paid      
German taxes of 15.88, but under the Tax Reduction Act, a U.S. resident holder  
would be deemed to have paid German taxes of 15. For foreign tax credit         
purposes, dividends paid by Deutsche Telekom will be foreign source "passive    
income" or, in the case of certain U.S. resident holders, "financial services   
income". Foreign tax credits will not be allowed for withholding taxes imposed  
in respect of certain short-term or hedged positions in Deutsche Telekom ADSs or
Deutsche Telekom ordinary shares or in respect of arrangements in which a U.S.  
resident holder's expected economic profit, after non-U.S. taxes, is            
insubstantial. U.S. resident holders should consult their own tax advisors      
concerning the implications of these rules in light of their particular         
circumstances.                                                                  

 Dividends paid in non-U.S. currency will be included in the income of a
U.S. resident holder in a U.S. dollar amount calculated by reference to the     
exchange rate in effect on the date of receipt by the holder or, in the case of 
Deutsche Telekom ADSs, by the depositary bank for the ADSs, regardless of       
whether the payment is in fact converted into U.S. dollars. In this document we 
refer to the depositary bank as the "Depositary". If dividends paid in foreign  
currency are converted into U.S. dollars on the date of receipt, U.S. resident  
holders generally should not be required to recognize foreign currency gain or  
loss in respect of the dividend income. A U.S. resident holder may be required  
to recognize domestic-source foreign currency gain or loss on the receipt of a  
refund in respect of German withholding tax to the extent the U.S. dollar value 
of the refund differs from the U.S. dollar equivalent of that amount on the date
of receipt of the underlying dividend, but not with respect to the portion of   
the Income Tax Treaty refund that is treated as an additional dividend.         

Refund Procedures                                                           

   Pursuant to administrative procedures introduced on a trial basis, claims
for refunds payable under the Income Tax Treaty to U.S. resident holders must be
submitted to the German tax authorities by the Depositary collectively on behalf
of all such U.S. resident holders. However, this procedure is not available for 
U.S. resident holders entitled to refunds in excess of DM 300 for the calendar  
year; such holders must file separate claims. Claims must be filed within four  
years of the end of the calendar year in which the dividend was received.       

Details of the collective refund procedure are available from the     
Depositary. Individual claims for refunds are made on a special German form,    
which must be filed with the German tax authorities: Bundesamt fur Finanzen,    
Friedhofstrasse 1, 53221 Bonn, Germany. Copies of the required form may be      
obtained from the German tax authorities at the same address or from the Embassy
of the Federal Republic of Germany, 4645 Reservoir Road, N.W., Washington, D.C. 
20007-1998.                                                                     

    As part of the individual refund claim, a U.S. resident holder must submit
to the German tax authorities the original bank voucher, or the certified copy  
thereof, issued by the paying entity documenting the tax withheld, and an       
official certification on IRS Form 6166 of its last filed U.S. federal income   
tax return. IRS Form 6166 may be obtained by filing a request with the Internal 
Revenue Service Center in Philadelphia, Pennsylvania, Foreign Certificate       
Request, P.O. Box 16347, Philadelphia, PA 19114-0447. Requests for certification
must include the holder's name, Social Security number or Employer              
Identification number, tax return form number, and tax period for which the     
certification is requested. Requests for certification can include a request to 
the IRS to send the certification directly to the German tax authorities. If no 
such request is made, the IRS will send a certificate on IRS Form 6166 to the   
U.S. resident holder, which then must submit the certification with its claim   
for refund.                                                                     

Refunds under the Income Tax Treaty are not available in respect of   
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares held in connection    
with a permanent establishment or fixed base in Germany.                        

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Capital Gains                                                               

    Under the Income Tax Treaty, a U.S. resident holder will not be subject to
German capital gains tax in respect of a sale or other disposition of Deutsche  
Telekom ADSs or Deutsche Telekom ordinary shares unless the Deutsche Telekom    
ADSs or Deutsche Telekom ordinary shares were held in connection with a         
permanent establishment or fixed base in Germany.                               

    Gain or loss realized by a U.S. resident holder on the sale or disposition
of Deutsche Telekom ADSs or Deutsche Telekom ordinary shares will be capital    
gain or loss, and will be long-term gain or loss if the Deutsche Telekom ADSs or
Deutsche Telekom ordinary shares were held for more than one year. The net      
amount of long-term capital gain realized by an individual holder generally is  
subject to taxation at a present maximum rate of 20%. A U.S. resident holder's  
ability to offset capital losses against ordinary income is subject to          
limitations. Deposits and withdrawals of shares in exchange for Deutsche Telekom
ADSs will not result in the realization of gain or loss for U.S. federal income 
tax purposes.                                                                   

Inheritance and Gift Tax                                                    

Under the current estate, inheritance and gift tax treaty between the 
United States and Germany, which in this document we refer to as the "Estate Tax
Treaty", a transfer of Deutsche Telekom ADSs or Deutsche Telekom ordinary shares
by gift or by reason of the death of a U.S. resident holder generally will not  
be subject to German gift or inheritance tax unless the donor or transferor, or 
the heir, donee or other beneficiary, is domiciled in Germany for purposes of   
the Estate Tax Treaty at the time gift was made, or at the time of the donor's  
or transferors' death, or the Deutsche Telekom ADSs or Deutsche Telekom ordinary
shares were held in connection with a permanent establishment or fixed base in  
Germany.                                                                        

 The Estate Tax Treaty provides a credit against U.S. federal estate and
gift tax liability for the amount of inheritance and gift tax paid in Germany,  
subject to certain limitations, in a case where Deutsche Telekom ADSs or        
Deutsche Telekom ordinary shares are subject to German inheritance or gift tax  
and U.S. federal estate or gift tax.                                            

Information Reporting and Backup Withholding                                

     Dividends on Deutsche Telekom ADSs or Deutsche Telekom ordinary shares, and
payments of the proceeds of a sale of Deutsche Telekom ADSs or Deutsche Telekom 
ordinary shares paid within the United States or through certain U.S.-related   
financial intermediaries are subject to information reporting and may be subject
to U.S. backup withholding at a 31% rate unless the holder:                     

- is a corporation or other exempt recipient; or            

          - provides a taxpayer identification number and certifies that no loss
of exemption from backup withholding has occurred.      

 Holders that are not United States persons generally are not subject to
information reporting or backup withholding. However, such a holder may be      
required to provide a certification to establish its non-U.S. status in         
connection with payments received within the United States or through certain   
U.S.-related financial intermediaries.                                          

GERMAN TAX CONSIDERATIONS FOR NON-GERMAN HOLDERS OF DEUTSCHE TELEKOM ADSs AND   
DEUTSCHE TELEKOM ORDINARY SHARES                                                

    The following is a brief summary of material German tax considerations for
beneficial owners of Deutsche Telekom ADSs or Deutsche Telekom ordinary shares  
that are not German residents for German income tax purposes and do not hold    
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares as part of a permanent
establishment or a fixed base in Germany, which in this document we refer to as 
"Non-German Holders". This summary is based upon German law and typical tax and 
other treaties between Germany and other countries in effect as of the date     
hereof and is subject to changes in German law or in such treaties. The         
following is not meant to be a comprehensive discussion of all of the German    

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tax consequences which may be relevant for Non-German Holders. Prospective      
holders of Deutsche Telekom ADSs or Deutsche Telekom ordinary shares should     
consult their tax advisors regarding the German federal, state and local tax    
consequences of the acquisition, ownership and disposition of Deutsche Telekom  
ADSs or Deutsche Telekom ordinary shares in light of their particular           
circumstances.                                                                  

    The following discussion does not purport to be a comprehensive discussion
of all German tax consequences which may be relevant for Non-German Holders.    

Company Taxation in Germany                                                 

  In general, German corporations are subject to corporate income tax at a
rate of 40% on non-distributed profits and of 30% on distributed profits. Since 
January 1, 1998, the corporate income tax liability has been subject to a 5.5%  
solidarity surcharge (Solidaritatszuschlag). This currently results in an       
effective aggregate corporate income tax charge of 31.94% on distributed        
profits. German resident taxpayers, including foreign investors that hold shares
or ADSs as part of a permanent establishment or a fixed base in Germany, are    
entitled to a refundable tax credit in the amount of three-sevenths of the gross
amount before dividend withholding tax of profits distributed, which credit also
reduces the basis for the 5.5% surcharge on the German taxpayer's income tax    
liability. That credit or refund is not available to Non-German Holders.        

     In addition, German corporations are subject to a profit-related trade tax,
the exact amount of which depends on the municipality in which the corporation  
maintains its business establishments. Trade tax is a deductible item in        
computing the corporation's tax base for the corporate income tax purposes.     

Taxation of Dividends                                                       

   A 20% withholding tax, plus a solidarity surcharge of 5.5 percent thereon
resulting in a withholding tax burden of 21.1, is imposed on gross dividend     
distributions by a German corporation. With respect to a Non-German Holder, this
rate may be reduced by a tax treaty applicable to such Non-German Holder. Under 
most tax treaties the withholding tax rate is reduced to 15%. The reduction is  
granted by way of a refund of the difference between the tax withheld at the    
statutory rate of 25% plus the surcharge and the applicable treaty rate upon    
application to the German tax authorities (Bundesamt fur Finanzen), located at  
Friedhofstrasse 1, 53225 Bonn, Germany. For Non-German Holders of ADSs entitled 
to the benefits of the Income Tax Treaty a special refund procedure may apply,  
as described under "-- U.S. Federal Income Tax and German Tax Considerations for
U.S. Resident Holders of Deutsche Telekom ADSs and Deutsche Telekom Ordinary    
Shares."                                                                        

   Under the Income Tax Treaty, during the period in which the corporate tax
imputation system continues to apply to individuals under German law, qualifying
U.S. shareholders are entitled to an additional reduction in German tax equal to
5% of the gross amount of the dividend, which is refundable together with the   
general treaty refund discussed in the preceding paragraph. Special U.S. tax    
rules applicable to this additional refund are discussed under "-- U.S. Federal 
Income Tax and German Tax Considerations for U.S. Resident Holders of Deutsche  
Telekom ADSs and Deutsche Telekom Ordinary Shares -- Refund Procedures."        

Changes in the German Taxation System                                       

On July 14, 2000, the German parliament adopted a Tax Reduction Act   
(Steuersenkungsgesetz) which, in principle, has entered into force on January 1,
2001. However, transition rules exist under which certain changes will only     
become effective in 2002. Pursuant to the Tax Reduction Act, the corporate tax  
imputation system will be abolished and the withholding tax and corporate income
tax rates have been reduced effective January 1, 2001. Corporate profits will be
subject to tax separately at corporate and shareholder levels. The corporate    
income tax rate will be 25%, plus solidarity surcharge of 1.375%, on distributed
and retained earnings. Dividends received by Non-German Holders will be subject 
to withholding tax at a rate of 20%, plus a 5.5% solidarity surcharge resulting 
in an effective rate of 21.1%. Distributions of dividends in 2001 out of        
earnings that accrued prior to the end of the year 2000 will be                 

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subject to a withholding tax at a rate of 25% plus a 5.5% solidarity surcharge  
thereon. The withholding tax rate for Non-German Holders may be lower under the 
provisions of an applicable double tax treaty. The abolishment of the corporate 
income tax imputation system will result in U.S. resident holders being subject 
to a maximum dividend withholding rate of 15% under the Income Tax Treaty,      
without further reduction. Dividends paid in 2001 out of earnings that accrued  
prior to the end of the year 2000 will still be subject to the imputation       
system.                                                                         

Capital Gains                                                               

  Under German domestic tax law, gain which Non-German Holders derive from
the sale or other disposition of Deutsche Telekom ADSs or Deutsche Telekom      
ordinary shares is not subject to tax in Germany, provided the Non-German Holder
has not held, directly or indirectly, 10% or more of the shares at any time     
during the five-year period immediately preceding the disposition. Effective    
January 1, 2002, this participation threshold will be reduced to 1% pursuant to 
the Tax Reduction Act mentioned above. Most tax treaties concluded by Germany   
with other countries, including the Income Tax Treaty, provide that Non-German  
Holders resident in the respective treaty state are not subject to German income
tax on such capital gains.                                                      

Inheritance and Gift Tax                                                    

Under German law, German gift or inheritance tax will be imposed on   
transfers of shares or ADSs by gift or at death of a Non-German Holder only if: 

       - the donor or transferor, or the heir, donee or other beneficiary,
     was domiciled in Germany at the time of the transfer or, with
            respect to German citizens who are not domiciled in Germany, if such
          donor, transferor or beneficiary has not been continuously outside
          of Germany for a period of more than five years or had a residence
in Germany during such absence; or                      

   - the Deutsche Telekom ADSs or Deutsche Telekom ordinary shares
           subject to such transfer consist or form part of a portfolio of 10%
          or more of such Deutsche Telekom ADSs or Deutsche Telekom ordinary
     shares held directly or indirectly by the donor or transferor
himself or together with one or more related persons.   

 The few German estate tax treaties currently in force, for example, the
Estate Tax Treaty, usually provide that German gift or inheritance tax may only 
be imposed if the first condition above is met or if the ordinary shares or ADSs
were held in connection with a permanent establishment or fixed base in Germany.

Other Taxes                                                                 

    No German transfer, stamp or other similar taxes apply to the acquisition,
sale or other disposition of Deutsche Telekom ADSs or Deutsche Telekom ordinary 
shares by Non-German Holders.                                                   

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SUMMARY OF THE DEUTSCHE TELEKOM/VOICESTREAM 
TRANSACTION DOCUMENTS 

THE DEUTSCHE TELEKOM/VOICESTREAM MERGER AGREEMENT                               

The following is a summary of the material provisions of the Deutsche 
Telekom/VoiceStream merger agreement. This summary is qualified in its entirety 
by reference to the Deutsche Telekom/VoiceStream merger agreement, a copy of    
which is incorporated by reference and attached as Annex A to this proxy        
statement/prospectus. VoiceStream stockholders are urged to read the Deutsche   
Telekom/VoiceStream merger agreement in its entirety, as it is the legal        
document governing the Deutsche Telekom/VoiceStream merger.                     

The Deutsche Telekom/VoiceStream Merger                                     

    A Delaware corporation formed by Deutsche Telekom will merge with and into
VoiceStream and, as a result, VoiceStream will become a wholly-owned subsidiary 
of Deutsche Telekom.                                                            

Effective Time and Timing of Closing                                        

The Deutsche Telekom/VoiceStream merger will be completed and become  
effective when VoiceStream files a certificate of merger with the Secretary of  
State of the State of Delaware or at such later time as is specified in the     
certificate of merger in accordance with Delaware law. We expect the Deutsche   
Telekom/VoiceStream merger to become effective on the same day as the closing of
the Deutsche Telekom/VoiceStream merger. The closing of the Deutsche            
Telekom/VoiceStream merger will take place on the later of:                     

   - the fifth business day, or on such other date that Deutsche Telekom and
VoiceStream may agree, after the conditions to the Deutsche       
Telekom/VoiceStream merger have been satisfied or waived; and     

- May 31, 2001.                                                       

     In addition, on the closing date of the Deutsche Telekom/VoiceStream merger
or as soon as possible after the closing date, Deutsche Telekom and VoiceStream 
will undertake a number of additional actions, including making filings with    
regulatory and stock exchange authorities necessary to permit the issuance of   
the Deutsche Telekom/VoiceStream merger consideration.                          

Consideration To Be Received in the Deutsche Telekom/VoiceStream Merger     

   The basic consideration in the Deutsche Telekom/VoiceStream merger is $30
in cash and 3.2 Deutsche Telekom shares for each VoiceStream common share       
outstanding at the completion of the Deutsche Telekom/VoiceStream merger, and   
each VoiceStream stockholder is entitled to elect to receive this basic mix.    
VoiceStream stockholders may also elect to receive instead more cash and fewer  
Deutsche Telekom shares, or more Deutsche Telekom shares and less cash, by      
making a cash election or a stock election. AS EXPLAINED BELOW, HOWEVER, THE    
CASH AND STOCK ELECTIONS ARE SUBJECT TO PRORATION TO PRESERVE AN OVERALL MIX OF 
$30 IN CASH AND 3.2 DEUTSCHE TELEKOM SHARES FOR ALL OF THE OUTSTANDING          
VOICESTREAM COMMON SHARES TAKEN TOGETHER, AND ALL THREE ELECTIONS ALSO ARE      
SUBJECT TO A TAX-RELATED ADJUSTMENT IN SOME CIRCUMSTANCES. AS A RESULT, UNDER   
ANY OF THE ELECTIONS YOU MAY RECEIVE LESS CASH AND MORE STOCK, OR LESS STOCK AND
MORE CASH, THAN YOU HAVE ELECTED. VoiceStream stockholders who fail to make an  
election will be deemed to have made the mixed election.                        

                                                        [Enlarge/Download Table]

                                    CONSIDERATION TO BE RECEIVED PER VOICESTREAM COMMON SHARE
TYPE OF ELECTION                        (BEFORE PRORATION AND/OR TAX-RELATED ADJUSTMENT)     
----------------                    ---------------------------------------------------------
                                                                                             
- Mixed........................... $30 in cash and 3.2 Deutsche Telekom shares               
- Stock........................... 3.7647 Deutsche Telekom shares                            
- Cash............................ $200 in cash                                              

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IMPORTANT NOTE: Unless the price of Deutsche Telekom shares appreciates         
substantially between the date of this document and the election deadline, it is
expected that the cash election will be oversubscribed and therefore be subject 
to proration that will result in the receipt of Deutsche Telekom stock and      
significantly less cash by VoiceStream stockholders making the cash election.   
HOWEVER, STOCKHOLDERS MAKING THE CASH ELECTION WILL RECEIVE AT LEAST AS MUCH    
CASH AS THEY WOULD HAVE RECEIVED BY MAKING THE MIXED ELECTION, AND STOCKHOLDERS 
SEEKING TO MAXIMIZE THE AMOUNT OF CASH THEY RECEIVE SHOULD MAKE THE CASH        
ELECTION.                                                                       

  You will receive Deutsche Telekom shares in the form of Deutsche Telekom
ADSs, which are traded on the NYSE under the symbol "DT", or, if you prefer, in 
the form of Deutsche Telekom ordinary shares, which trade principally on the    
Frankfurt Stock Exchange under the symbol "DTE".                                

     Explanation of Proration.  The total number of Deutsche Telekom shares that
will be issued and the total amount of cash that will be paid to VoiceStream    
stockholders in the Deutsche Telekom/VoiceStream merger is 3.2 Deutsche Telekom 
shares and $30, respectively, multiplied by the total number of VoiceStream     
common shares outstanding immediately prior to completion of the Deutsche       
Telekom/VoiceStream merger. The stock and cash elections are subject to         
proration to preserve an overall mix of $30 in cash and 3.2 Deutsche Telekom    
shares for all of the outstanding VoiceStream common shares taken together.     
Therefore, unless the number of stock elections is significantly greater than   
the number of cash elections, VoiceStream stockholders making the cash election 
will not receive $200 in cash, but instead will receive a mix of cash and stock 
calculated to preserve the overall cash and stock mix described above, after    
taking into account all of the elections made by all of the VoiceStream         
stockholders. In all cases, the cash election will include at least as much cash
as the mixed election. Similarly, if the number of stock elections is           
significantly greater than the number of cash elections, VoiceStream            
stockholders making the stock election will not receive 3.7647 Deutsche Telekom 
shares, but instead will receive a mix of cash and stock calculated to preserve 
the overall cash and stock mix described above, after taking into account all of
the elections made by all of the VoiceStream stockholders. In all cases, the    
stock election will include at least as much stock as the mixed election.       
VoiceStream stockholders who make the mixed election will not be subject to     
proration.                                                                      

  AS OF THE DATE OF THIS DOCUMENT, THE NON-PRORATED $200 VALUE OF THE CASH
ELECTION IS SUBSTANTIALLY GREATER THAN THE CURRENT VALUE OF THE STOCK AND MIXED 
ELECTIONS. IF THIS REMAINS TRUE AT THE ELECTION DEADLINE, IT IS EXPECTED THAT   
ALL OR NEARLY ALL VOICESTREAM STOCKHOLDERS WILL MAKE THE CASH ELECTION. IF THIS 
OCCURS, STOCKHOLDERS MAKING THE CASH ELECTION WILL RECEIVE A MIX OF CASH AND    
DEUTSCHE TELEKOM SHARES IN A PROPORTION VERY CLOSE TO OR EQUAL TO THE MIXED     
ELECTION.                                                                       

   We illustrate below how the proration mechanism will be used. For ease of
reference, we refer to the number of Deutsche Telekom shares derived by         
multiplying 3.2 and the number of VoiceStream common shares outstanding         
immediately prior to the completion of the Deutsche Telekom/VoiceStream merger  
as the "Deutsche Telekom share issuance number." Similarly, we refer to the     
amount of cash derived by multiplying $30 and the number of VoiceStream common  
shares outstanding immediately prior to the completion of the Deutsche          
Telekom/VoiceStream merger as the "aggregate cash amount." THE ILLUSTRATION     
BELOW ASSUMES THAT NO TAX-RELATED ADJUSTMENT, AS DESCRIBED BELOW, WOULD BE MADE.

Proration if Too Much Cash Is Elected.  Unless the number of stock    
elections is significantly greater than the number of cash elections,           
VoiceStream stockholders making the cash election will not receive $200 in cash,
but instead will receive a mix of cash and stock calculated to preserve the     
overall cash and stock mix described above in the following way:                

  - Step 1. Derive the available cash election amount:  the available cash
      election amount is the aggregate cash amount less the amount of cash to be
 paid in respect of shares as to which a valid mixed election is made.

     - Step 2. Derive the cash election amount:  the cash election amount is the
      product of $200, and the number of VoiceStream common shares as to which a
valid cash election is made.                                        

- Step 3. Derive the cash proration factor:  the cash proration factor
  equals the available cash election amount divided by the cash election
amount.                                                             

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    - Step 4. Derive the prorated cash consideration:  each VoiceStream common
      share as to which a valid cash election is made will be converted into the
      right to receive an amount in cash equal to the product of $200 multiplied
by the cash proration factor.                                       

     - Step 5. Derive the stock consideration:  each VoiceStream common share as
      to which a valid cash election is made will be converted into the right to
     receive a number of Deutsche Telekom ordinary shares equal to the product
  of 3.7647 and the number equal to one minus the cash proration factor.

Example.  If the cash election of VoiceStream stockholders is         
oversubscribed, we would calculate the cash proration factor as illustrated     
above. Assuming that the cash proration factor is 0.2, then if you own 100      
VoiceStream common shares and make the cash election, you would receive:        

 - the amount of cash equal to 0.2 multiplied by $200, multiplied by the
number of VoiceStream common shares you hold, or 100, for a total of
$4,000 in cash; and                                                 

    - the number of Deutsche Telekom shares equal to 3.7647 multiplied by 0.8,
   multiplied by the number of VoiceStream common shares you hold, or 100,
for a total of 301 Deutsche Telekom shares (plus cash for .176 of a 
Deutsche Telekom share).                                            

   Proration if Too Many Deutsche Telekom Shares Are Elected.  If the number
of stock elections is significantly greater than the number of cash elections,  
VoiceStream stockholders making the stock election will not receive 3.7647      
Deutsche Telekom shares, but instead will receive a mix of cash and stock       
calculated to preserve the overall cash and stock mix described above in the    
following way:                                                                  

  - Step 1. Derive the available cash election amount:  the available cash
     election amount is the aggregate cash amount less the amount of cash to
      be paid in respect of shares as to which a valid mixed election is made.

     - Step 2. Derive the cash election amount:  the cash election amount is the
       product of $200 and the number of VoiceStream common shares as to which a
valid cash election is made.                                      

 - Step 3. Derive the excess cash amount:  the excess cash amount is the
difference between the available cash election amount and the cash
election amount.                                                  

    - Step 4. Derive the prorated cash consideration:  each VoiceStream common
     share as to which a valid stock election is made will receive an amount
in cash equal to the excess cash amount divided by the number of  
   VoiceStream common shares as to which a valid stock election is made.

     - Step 5. Derive the stock proration factor:  the stock proration factor is
a fraction the numerator of which is $200 minus the per share cash
      consideration calculated in Step 4 and the denominator of which is $200.

     - Step 6. Derive the prorated stock consideration:  each VoiceStream common
     share as to which a valid stock election is made will be converted into
     the right to receive a number of Deutsche Telekom ordinary shares equal
to the product of 3.7647 and the stock proration factor.          

Example.  If the stock election of VoiceStream stockholders is        
oversubscribed, we would calculate the cash consideration as illustrated above. 
Assuming that the prorated cash consideration is $20 per share, then the stock  
proration factor would be 0.9. If you own 100 VoiceStream shares and make the   
stock election under these circumstances, you would receive:                    

    - $20 multiplied by the number of VoiceStream shares you hold, or 100, for
a total of $2,000; and                                            

     - the amount of Deutsche Telekom ordinary shares equal to 3.7647 multiplied
     by 0.9, multiplied by the number of VoiceStream common shares you hold,
      or 100, for a total of 338 Deutsche Telekom shares plus cash for .823 of
a Deutsche Telekom share.                                         

Explanation of Potential Tax-Related Adjustment to Merger             
Consideration.  In order to preserve tax-free treatment of the receipt of       
Deutsche Telekom shares by VoiceStream stockholders for U.S. federal income tax 
purposes and to permit delivery of the requisite tax opinion pursuant to the    

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Deutsche Telekom/VoiceStream merger agreement, the aggregate amount of cash paid
to all VoiceStream stockholders, including dissenters, cannot exceed            
approximately 17% to 18% of the total value of all of the shares and cash       
delivered by Deutsche Telekom to VoiceStream's stockholders. As a result, all   
three types of elections are subject to a tax-related adjustment to reduce the  
total amount of cash to be received in the Deutsche Telekom/VoiceStream merger  
to the extent necessary to preserve this tax-free treatment. If such a          
tax-related adjustment were necessary, the amount of cash you would have        
received, after taking into account your election and any proration, will be    
reduced and you will receive additional Deutsche Telekom shares instead         
calculated as described below. Whether the tax-related adjustment will be made, 
and the magnitude of the tax-related adjustment, if made, will be based on a    
number of factors, including the trading price of Deutsche Telekom shares at the
time the Deutsche Telekom/VoiceStream merger is completed, the number of        
VoiceStream shares outstanding at that time, the euro/dollar exchange rate      
immediately before the completion of the Deutsche Telekom/VoiceStream merger and
the number of VoiceStream common shares for which dissenters' rights are        
exercised. The amount of any tax-related adjustment would be determined by      
VoiceStream after consultation with Deutsche Telekom, and may be conservatively 
estimated to facilitate the delivery of the requisite tax opinion at the        
completion of the Deutsche Telekom/VoiceStream merger.                          

  Based on the facts described above, the tax-related adjustment generally
would be triggered if the trading price of the Deutsche Telekom ordinary shares 
immediately prior to completion of the Deutsche Telekom/VoiceStream merger were 
less than approximately $47.10, but could be triggered at higher trading prices.

    IF THE DEUTSCHE TELEKOM/VOICESTREAM MERGER HAD CLOSED ON FEBRUARY 7, 2001,
AND NO DISSENTERS' RIGHTS HAD BEEN EXERCISED, WHICH MAY NOT BE THE CASE, THE    
TAX-RELATED ADJUSTMENT WOULD HAVE BEEN NECESSARY AND, AS A RESULT, THE AMOUNT OF
CASH TO BE PAID TO EACH VOICESTREAM STOCKHOLDER RECEIVING CASH IN THE DEUTSCHE  
TELEKOM/VOICESTREAM MERGER WOULD HAVE BEEN REDUCED BY APPROXIMATELY 29%, WITH   
ADDITIONAL DEUTSCHE TELEKOM SHARES ISSUED IN SUBSTITUTION. The value of the     
Deutsche Telekom shares issued in substitution will depend on the exchange rate 
between the euro and the dollar at the relevant time, and upon the trading price
of Deutsche Telekom ordinary shares; HOWEVER, IF THE DEUTSCHE                   
TELEKOM/VOICESTREAM MERGER HAD CLOSED ON FEBRUARY 7, 2001, THE VALUE OF THE     
DEUTSCHE TELEKOM SHARES ISSUED IN LIEU OF CASH WOULD HAVE BEEN APPROXIMATELY 1% 
MORE THAN THE CASH THEY REPLACED FOR THE REASONS DESCRIBED BELOW. As a result,  
if the Deutsche Telekom/VoiceStream merger had closed on February 7, 2001 and   
the tax-related adjustment had been made on the assumptions described in this   
paragraph, the mixed election would have been adjusted as follows:              

                                                        [Enlarge/Download Table]

                                                 NUMBER OF  AMOUNT        VALUE ON     
MIXED ELECTION                                   DT SHARES  OF CASH   FEBRUARY 7, 2001 
--------------                                   ---------  -------  ------------------
                                                                                       
Unadjusted......................................     3.2    $30.00        $128.59      
Adjusted........................................  3.4837    $21.36        $128.69      

If the Deutsche Telekom/VoiceStream merger had been completed on February 7,    
2001, the cash election, after giving effect to expected proration, likely would
have consisted of a mix of Deutsche Telekom shares and cash very close to or    
equal to the mixed election.                                                    

Number of Deutsche Telekom Shares in Lieu of Cash Consideration.  If a
tax-related adjustment is made, then, for purposes of determining the number of 
Deutsche Telekom shares to which a holder is entitled in lieu of the amount by  
which the cash portion of the Deutsche Telekom/VoiceStream merger consideration 
is reduced, the price of Deutsche Telekom ordinary shares is calculated by      
taking the volume weighted average trading price in euros of Deutsche Telekom   
ordinary shares on the Frankfurt Stock Exchange on seven trading days randomly  
selected from the 15 trading days immediately preceding the date the            
determination is to be made, converted into U.S. dollars at a fixed exchange    
rate of one euro to 0.9216 of a U.S. dollar. If this calculated average price   
would otherwise be less than 33 euros, then 33 euros, and not the calculated    
average price, will be used. If the calculated average price is less than 33    
euros or if the euro depreciates from the fixed exchange rate of one euro to    
0.9216 of a U.S. dollar, the aggregate market value of the Deutsche Telekom     
shares that VoiceStream stockholders receive to                                 

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compensate for the reduction in cash consideration generally would be less than 
the amount by which the cash consideration was reduced to permit delivery of the
required tax opinion. As of February 7, 2001, the euro had appreciated from the 
exchange rate of one euro to 0.9216 of a U.S. dollar fixed in the Deutsche      
Telekom/VoiceStream merger agreement. See "Exchange Rates." Had the Deutsche    
Telekom/ VoiceStream merger closed on February 7, 2001, the value of the        
additional Deutsche Telekom shares substituted would have been more than the    
amount of the cash reduction.                                                   

   Example.  If you own 100 VoiceStream common shares, made a mixed election
and therefore would have otherwise received $30 in cash per share as part of    
your merger consideration, you would have received a total of $3,000 and 320    
Deutsche Telekom shares, absent the tax-related adjustment. We could be required
to adjust the cash payment to permit delivery of the required tax opinion by    
reducing it from $30. In the event the cash payment were reduced to $25, you    
then would receive in lieu of the $500, or $5 per VoiceStream common share, that
number of Deutsche Telekom shares equal in value to $500 based on a calculated  
average price of the Deutsche Telekom ordinary shares in euros on the Frankfurt 
Stock Exchange during a measurement period close to the time the Deutsche       
Telekom/VoiceStream merger is completed, converted into dollars at an exchange  
rate of one euro to 0.9216 of a U.S. dollar, with cash paid in lieu of          
fractional shares. However, if the calculated average price would otherwise be  
33 euros or less, the price of a Deutsche Telekom ordinary share will be deemed 
to be 33 euros for purposes of the calculation. In addition, the euro to dollar 
exchange rate is fixed at one euro to 0.9216 of a U.S. dollar, even if the      
exchange rate at the time of the merger is lower than 0.9216. In this example,  
if the price of Deutsche Telekom shares is lower than 33 euros at the time of   
the merger or if the exchange rate between the euro and U.S. dollar is lower    
than the fixed one euro to 0.9216 of a U.S. dollar exchange rate at that time,  
the value of Deutsche Telekom shares you receive generally would be less than   
the $500 value of the cash tax-related adjustment.                              

    FOR ILLUSTRATION OF THE APPROXIMATE TOTAL VALUE THAT YOU WOULD RECEIVE FOR
EACH OF YOUR VOICESTREAM COMMON SHARES ASSUMING VARIOUS PRICES OF DEUTSCHE      
TELEKOM ORDINARY SHARES AT THE TIME THE DEUTSCHE TELEKOM/VOICESTREAM MERGER IS  
COMPLETED, SEE THE ILLUSTRATIVE TABLE ON PAGE 4.                                

Other Potential Adjustments.  The amount and form of the Deutsche     
Telekom/VoiceStream merger consideration will be adjusted in the event that     
before the completion of the Deutsche Telekom/ VoiceStream merger.              

 - a reclassification, split-up, stock-split, reverse stock-split, stock
    dividend, stock combination, recapitalization, redenomination of share
  capital, merger or similar transaction or an exchange offer causes a
       change to the Deutsche Telekom ordinary shares outstanding, or the number
       of Deutsche Telekom ordinary shares represented by a Deutsche Telekom ADS
is changed; or                                                    

     - all of the outstanding Deutsche Telekom ordinary shares, or more than 80%
of the outstanding Deutsche Telekom ordinary shares pursuant to an
     exchange offer for all outstanding Deutsche Telekom shares, are changed
    into or exchanged for a different number or kind of shares of Deutsche
   Telekom, or into shares of another entity owning more than 80% of the
Deutsche Telekom shares.                                          

 For example, if prior to completion of the Deutsche Telekom/VoiceStream
merger, Deutsche Telekom, in order to facilitate future acquisitions, were to   
establish a new German holding company that acquired through an exchange offer  
more than 80% of the outstanding Deutsche Telekom shares, holders of VoiceStream
common shares would receive shares of the new holding company instead of        
Deutsche Telekom shares in the Deutsche Telekom/VoiceStream merger.             

Treatment of Other Capital Stock, Warrants and Exchange Rights              

2 1/2% Convertible Junior Preferred Shares.  On December 21, 2000, a  
subsidiary of Hutchison Whampoa Ltd. converted each 2 1/2% convertible junior   
preferred share of VoiceStream, par value $0.001 per share, into VoiceStream    
common shares, at the conversion rate of $29 per VoiceStream common share       
according to the terms of that series of VoiceStream preferred shares.          

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    Omnipoint 7% Convertible Preferred Shares.  At any time on or after May 1,
2001 until the Deutsche Telekom/VoiceStream merger is completed, Deutsche       
Telekom may, subject to some restrictions, require VoiceStream to issue a notice
of redemption with respect to all the shares of 7% cumulative convertible       
preferred shares, par value $0.001, of Omnipoint. The redemption price will be  
the redemption price in effect on the redemption date, as provided by the terms 
of that series of preferred shares. If all the 7% convertible preferred shares  
have not been redeemed before the Deutsche Telekom/VoiceStream merger is        
completed, holders will become entitled, upon conversion of the 7% convertible  
preferred shares, to receive from Deutsche Telekom the merger consideration. Any
Deutsche Telekom ordinary shares to which the holders are entitled will be      
issued by a special trust established for the benefit of the holders of the 7%  
convertible preferred shares, and any cash payment to which the holders are     
entitled will be paid by Deutsche Telekom.                                      

     Voting Preferred Shares Issued to Deutsche Telekom.  The VoiceStream voting
preferred shares acquired by Deutsche Telekom under the investment agreements   
described under "-- The Deutsche Telekom Investment Agreements" will remain     
outstanding and will not be affected by the Deutsche Telekom/VoiceStream merger.

Omnipoint Warrants.  If any of the warrants granted pursuant to the   
Omnipoint remainder warrant certificate have not been exercised before the      
Deutsche Telekom/VoiceStream merger is completed the holders of warrants will   
become entitled, upon exercise of the warrants, to receive the merger           
consideration and any Deutsche Telekom ordinary shares to which the warrant     
holder becomes entitled will be issued from a special trust established for the 
benefit of the warrant holders and any cash to which the warrant holder becomes 
entitled will be paid by Deutsche Telekom. These warrants expire by their terms 
on August 2, 2001.                                                              

    Cook Inlet Exchange Rights.  In December 2000, Cook Inlet Region, Inc. and
SSPCS Corporation received a total of 7,912,867 VoiceStream common shares as a  
result of their or their affiliates' exchange of their interests in certain of  
the Cook Inlet Joint Ventures or their affiliates for VoiceStream common shares.

  In addition, Providence Media Partners, L.P., Providence Equity Partners
III, L.P. and Providence Equity Operating Partners III, L.P. have rights to     
exchange their interests in affiliates of Cook Inlet VoiceStream PV/SS PCS L.P. 
and Cook Inlet/VoiceStream PCS, LLC for VoiceStream common shares. To the extent
that any of the Providence entities have not received VoiceStream common shares 
before the Deutsche Telekom/VoiceStream merger is completed in respect of their 
exchange rights, those entities will be entitled, upon exchange of their        
interests, to receive the consideration that they are entitled to receive       
pursuant to their exchange rights.                                              

   Furthermore, VoiceStream and an affiliate of Cook Inlet Region, Inc. have
entered into an exchange rights agreement pursuant to which the affiliate of    
Cook Inlet Region, Inc. has certain rights to exchange its membership interest  
in Cook Inlet/VS GSM IV PCS Holdings, LLC for 382,657 VoiceStream common shares.
Deutsche Telekom will assume VoiceStream's obligations pursuant to this exchange
rights agreement upon completion of the Deutsche Telekom/VoiceStream merger. In 
addition, VoiceStream and an affiliate of Cook Inlet Region, Inc. are currently 
negotiating an agreement pursuant to which the parties anticipate that the      
affiliate will have certain rights to exchange its membership interest in Cook  
Inlet/VS GSM V PCS Holdings, LLC for cash or VoiceStream common shares at       
VoiceStream's discretion, provided that if the Deutsche Telekom/VoiceStream     
merger is completed prior to the exchange, the exchange will be for cash or     
Deutsche Telekom securities at Deutsche Telekom's discretion.                   

To the extent that Cook Inlet Region, Inc., SSPCS or the Providence   
entities are entitled to receive Deutsche Telekom shares on or after the date   
the Deutsche Telekom/VoiceStream merger is completed, the Deutsche Telekom      
shares will be delivered from a special trust established for the benefit of    
such entities, and any cash to which such entities become entitled will be paid 
by Deutsche Telekom.                                                            

     The "Cook Inlet Joint Ventures" are Cook Inlet VoiceStream PV/SS PCS, L.P.,
Cook Inlet/VoiceStream PCS, LLC, Cook Inlet/VS GSM II PCS, LLC, Cook Inlet/VS   
GSM III PCS, LLC,                                                               

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Cook Inlet/VS GSM IV PCS Holdings, LLC and Cook Inlet/VS GSM V PCS Holdings, LLC
and any entity or entities designated as such by Deutsche Telekom and           
VoiceStream for purposes of the Deutsche Telekom/VoiceStream merger agreement.  

Election and Exchange of Certificates Representing VoiceStream Common Shares

   Deutsche Telekom will appoint an escrow agent to serve in connection with
the Deutsche Telekom/VoiceStream merger.                                        

    Deutsche Telekom and VoiceStream will use their reasonable best efforts to
mail to each registered holder of VoiceStream common shares, at least 45 days   
before the Deutsche Telekom/VoiceStream merger is expected to be completed, an  
election form with instructions for making the stock election or the cash       
election or for receiving the mixed consideration, and a letter of transmittal  
that the holder must properly complete and deliver to the escrow agent with the 
holder's VoiceStream share certificates before the election deadline. Any       
registered holder of VoiceStream common shares that fails to submit properly    
completed election forms or to deliver share certificates before the election   
deadline will be deemed to have made a mixed election and will automatically    
receive $30 in cash and 3.2 Deutsche Telekom shares, subject to a tax-related   
adjustment, when the holder delivers to the escrow agent the holder's           
VoiceStream share certificates, together with a properly completed letter of    
transmittal.                                                                    

The election deadline will be five business days before the Deutsche  
Telekom/VoiceStream merger is expected to be completed. Since the actual        
election deadline is not yet known, Deutsche Telekom and VoiceStream will use   
their best efforts to make a public announcement notifying VoiceStream          
stockholders of the election deadline at least five business days before that   
deadline. Any holder may revoke in writing that holder's previously submitted   
election forms until the election deadline.                                     

If you own VoiceStream common shares in "street name" through a bank, 
broker or other financial institution and wish to make the stock or cash        
election, you should seek advice from the financial institution concerning      
making such election.                                                           

    The escrow agent will exchange VoiceStream share certificates for American
depositary receipts representing Deutsche Telekom ADSs or, if a VoiceStream     
stockholder properly elects, certificates representing Deutsche Telekom ordinary
shares. The election forms and the letter of transmittal mailed to VoiceStream  
stockholders will contain an "ordinary share election" form that can be used by 
a stockholder to elect to receive that stockholder's stock consideration in     
Deutsche Telekom ordinary shares.                                               

  After a record holder of VoiceStream common shares delivers certificates
for those shares and a properly completed letter of transmittal to the escrow   
agent, the escrow agent will deliver to that holder:                            

  - the number of whole Deutsche Telekom ADSs or Deutsche Telekom ordinary
      shares included in the Deutsche Telekom/VoiceStream merger consideration
       in respect of those VoiceStream common shares, subject to proration and a
tax-related adjustment; and                                       

- a check in the amount, after giving effect to any required tax      
withholdings, of:                                                 

-- any cash consideration payable to that holder; plus          

      -- cash in lieu of any fractional interest in Deutsche Telekom ADSs or
         Deutsche Telekom ordinary shares on the terms described below; plus

    -- any cash dividends or other distributions that the holder has the
          right to receive, including dividends or other distributions payable
      with respect to the holders of Deutsche Telekom ADSs or Deutsche
        Telekom ordinary shares with a record date after the completion of
      the Deutsche Telekom/VoiceStream merger and a payment date on or
    before the date the holder properly delivers VoiceStream share
certificates to the escrow agent.                         

The escrow agent will not deliver fractional Deutsche Telekom ADSs or 
fractional Deutsche Telekom ordinary shares in connection with the Deutsche     
Telekom/VoiceStream merger. Instead, each holder of VoiceStream common shares   
exchanged in the Deutsche Telekom/VoiceStream merger that would                 
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otherwise have received a fraction of a Deutsche Telekom ADS or Deutsche Telekom
ordinary share will be entitled to receive a cash payment representing that     
holder's proportionate interest in the net proceeds from the sale by the escrow 
agent of the aggregate of the fractions of Deutsche Telekom ADSs and Deutsche   
Telekom ordinary shares that would otherwise be issued on the NYSE and the      
Frankfurt Stock Exchange, respectively. Deutsche Telekom will pay all           
commissions, transfer taxes and out-of-pocket costs, including the expenses and 
compensation of the escrow agent, incurred in connection with the sale of the   
Deutsche Telekom ADSs and Deutsche Telekom ordinary shares.                     

    VoiceStream common shares that are surrendered to the escrow agent will be
canceled. No interest will be paid or accrued on any amount payable to holders  
of VoiceStream common shares. In addition, no holder of VoiceStream common      
shares will receive any dividends or other distributions with respect to        
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares to which the holder is
entitled under the Deutsche Telekom/VoiceStream merger agreement until that     
holder's VoiceStream share certificate is surrendered to the escrow agent with a
properly completed letter of transmittal.                                       

    If any Deutsche Telekom ADSs or Deutsche Telekom ordinary shares are to be
delivered to a person other than the registered holder of the VoiceStream common
shares represented by the VoiceStream share certificates surrendered to the     
escrow agent:                                                                   

- such VoiceStream share certificates must be properly endorsed or    
otherwise be in proper form for transfer; and                     

    - the person requesting delivery must pay to the escrow agent any transfer
    or other taxes required as a result of delivery to a person other than
    the registered holder, or establish, to the satisfaction of the escrow
agent, that the tax has been paid or is not payable.              

  Under the Deutsche Telekom/VoiceStream merger agreement, VoiceStream may
declare and pay before the completion of the Deutsche Telekom/VoiceStream merger
a stock dividend of 0.0075 of a VoiceStream common share for each VoiceStream   
common share outstanding. If the payment of this dividend is made after the     
election deadline, any VoiceStream common shares issued pursuant to this        
dividend generally will be deemed to be subject to the same election as was made
by the holder with respect to a majority of the holder's VoiceStream common     
shares. The conversion or exercise terms of VoiceStream's and its subsidiaries' 
options, warrants, preferred securities or other rights or securities           
convertible into VoiceStream common shares will be adjusted to reflect the      
dividend in accordance with the terms of the documents governing those          
securities.                                                                     

Treatment of Options and Restricted Stock                                   

VoiceStream Options.  If the Deutsche Telekom/VoiceStream merger is   
completed, each outstanding VoiceStream stock option will be converted into an  
option to acquire, from a trust established for the benefit of holders of       
VoiceStream stock options, 3.7647 Deutsche Telekom ordinary shares for each     
VoiceStream common share subject to that VoiceStream option rounded if necessary
to the nearest whole Deutsche Telekom ordinary share. The exercise price per    
Deutsche Telekom ordinary share for each of these options will be the exercise  
price per VoiceStream common share applicable to that option before completion  
of the Deutsche Telekom/VoiceStream merger divided by 3.7647. The replacement   
options generally will have the same terms and conditions as were applicable    
under VoiceStream option plans.                                                 

    VoiceStream Restricted Shares.  If the Deutsche Telekom/VoiceStream merger
is completed, each outstanding VoiceStream restricted share will be converted   
into a right to receive, from a trust established for the benefit of holders of 
VoiceStream restricted shares, 3.7647 Deutsche Telekom shares. The Deutsche     
Telekom ordinary shares issued to the former holders of VoiceStream restricted  
shares will have the same terms and conditions and be subject to the same       
vesting provisions as were applicable under the VoiceStream restricted share    
award plans.                                                                    

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Dissenting Shares                                                           

If appraisal rights for any VoiceStream shares are perfected by any   
stockholder, then those shares will be treated as described under "The Deutsche 
Telekom/VoiceStream Merger -- Appraisal Rights."                                

Representations and Warranties                                              

The Deutsche Telekom/VoiceStream merger agreement contains a number of
representations and warranties made by VoiceStream and Deutsche Telekom to each 
other, including those regarding:                                               

- due organization, good standing and qualification;                  

- capital structure;                                                  

     - corporate authority to enter into the Deutsche Telekom/VoiceStream merger
  agreement and lack of conflicts with corporate governance documents,
contracts or laws;                                                

- governmental filings;                                               

     - accuracy of SEC reports, financial statements and information provided to
the other party;                                                  

  - absence of certain material changes or events since December 31, 1999;

- absence of undisclosed liabilities and pending litigation;          

- compliance with laws;                                               

- permits and licenses;                                               

- finders or brokers fees;                                            

- tax matters, including the absence of facts inconsistent with the   
qualification of the Deutsche Telekom/VoiceStream merger as a     
     reorganization under Section 368(a) of the U.S. tax code, or that would
      cause a stockholder of VoiceStream to recognize gain pursuant to Section
367(a) of the U.S. tax code;                                      

  In addition, VoiceStream made representations and warranties to Deutsche
Telekom as to:                                                                  

- employee benefit plans;                                             

- labor matters;                                                      

- the receipt of a fairness opinion from a financial advisor; and     

- intellectual property.                                              

 In addition, the Deutsche Telekom/VoiceStream merger agreement contains
representations and warranties made by merger subsidiary to VoiceStream         
regarding some of the above matters.                                            

Conduct of Business Pending the Deutsche Telekom/VoiceStream Merger         

    Covenants of VoiceStream.  VoiceStream has agreed that, until the Deutsche
Telekom/VoiceStream merger is completed, it will carry on its and its           
subsidiaries' business in the ordinary course. VoiceStream also has agreed that,
until the Deutsche Telekom/VoiceStream merger is completed, it will use         
commercially reasonable efforts to preserve substantially intact its business   
organizations, keep available the services of those of its officers, employees  
and consultants who are integral to the business and maintain its existing      
relations and goodwill with customers, suppliers and others with whom it does   
business.                                                                       

In addition, VoiceStream has agreed that before the Deutsche          
Telekom/VoiceStream merger is completed it will not take the actions listed in  
the Deutsche Telekom/VoiceStream merger agreement,                              

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which includes the following actions, without Deutsche Telekom's prior written  
consent, except under limited circumstances specified in the Deutsche           
Telekom/VoiceStream merger agreement:                                           

   - issue any new shares of capital stock or any options or other rights to
acquire those shares;                                             

- split, combine or reclassify any of its outstanding capital shares; 

 - declare or pay dividends or distributions with respect to VoiceStream
common shares;                                                    

   - redeem, purchase or otherwise acquire any shares of VoiceStream capital
stock;                                                            

- make capital expenditures in excess of the aggregate annual amount  
contained in VoiceStream's business plan for the year 2000;       

- incur material indebtedness;                                        

- grant severance or termination pay, stay bonus, or other incentive  
arrangements;                                                     

  - except in the ordinary course of business, make any payments under any
  VoiceStream employee benefit plans to any director or officer of, or
independent contractor or consultant to, VoiceStream or any of its
subsidiaries;                                                     

  - enter into or amend any employment or consulting agreement of the type
that would require disclosure to Deutsche Telekom pursuant to the 
  representations VoiceStream made in the Deutsche Telekom/VoiceStream
merger agreement concerning employee benefits-related matters;    

  - grant new awards under an existing VoiceStream benefit plan, except in
the ordinary course of business, or grant new equity-based rights;

    - file material amended tax returns or settle material tax audits or other
material tax proceedings;                                         

     - change in any respect its method of tax accounting or tax practice or its
      accounting policies or modify any actuarial cost method or practice used
     in determining costs and obligations for any VoiceStream benefit plans,
     except as required by U.S. GAAP and except as would not have a material
adverse effect on VoiceStream;                                    

  - take any action that would materially impair or delay the obtaining of
the necessary regulatory approvals to complete the Deutsche       
Telekom/VoiceStream merger;                                       

- take any action that would:                                         

 -- prevent or impede the Deutsche Telekom/VoiceStream merger from
         qualifying as a reorganization within the meaning of Section 368(a)
of the U.S. tax code; or                                  

   -- cause VoiceStream stockholders to recognize gain in the Deutsche
        Telekom/VoiceStream merger under Section 367(a)(1) of the U.S. tax
code;                                                     

   - take any action that would cause the VoiceStream common shares to cease
to be quoted on the Nasdaq Stock Market;                          

    - except as may be required by the terms of any existing VoiceStream award
agreement, accelerate the vesting or payment of any equity or     
equity-based award;                                               

   - materially increase the compensation payable to an officer or director;

    - agree to enter into a merger or similar business combination as a result
      of which VoiceStream stockholders will receive consideration in exchange
for their shares; and                                             

     - authorize or enter into a material joint venture or an agreement that has
      a non-competition provision applicable to the business of VoiceStream or
      its subsidiaries, other than agreements that do not affect VoiceStream's
     business outside the United States and that are in the ordinary course,
   consistent with past practice in respect of certain VoiceStream joint
ventures.                                                         

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    Acquisitions by VoiceStream.  VoiceStream generally has agreed that, until
the Deutsche Telekom/VoiceStream merger is completed, it and its subsidiaries   
will not engage in an acquisition transaction, including any acquisitions of    
additional FCC licenses or increase an investment in another entity, with three 
significant exceptions:                                                         

- VoiceStream is permitted to swap or exchange any of its property for
      similar property of substantially equivalent value, subject to specified
limitations;                                                      

- VoiceStream is permitted to make acquisitions of up to $750 million,
       including assumptions of debt, without Deutsche Telekom's consent as long
      as the consideration paid in any single acquisition does not exceed $500
million, including assumptions of debt, and does not include any  
VoiceStream shares; and                                           

- VoiceStream may make any other acquisition, and the acquisition may 
      include VoiceStream shares as part of the consideration paid, as long as
the acquisition is approved in advance by an acquisition committee
  established under the Deutsche Telekom/VoiceStream merger agreement.

  In addition, if VoiceStream chooses to participate in any auction of FCC
licenses or spectrum rights, VoiceStream and Deutsche Telekom have agreed to    
cooperate in accordance with specific procedures to agree upon maximum amounts  
that VoiceStream may bid in the auction. If the acquisition committee denies its
consent to an acquisition proposed by VoiceStream, or VoiceStream and the       
acquisition committee fail to agree upon maximum bids for a license or spectrum 
auction prior to the tenth business day preceding the scheduled auction date,   
then the parties have agreed that any officer, director, stockholder or         
affiliate of VoiceStream, or any combination of them, may make such acquisition 
or participate in such auction for his, her, its or their own account.          

    Dispositions by VoiceStream.  VoiceStream generally has agreed that, until
the Deutsche Telekom/VoiceStream merger is completed, it and its subsidiaries   
will not sell or dispose of any of their assets, with three significant         
exceptions:                                                                     

     - VoiceStream may swap or exchange any of its property for similar property
  of substantially equivalent value, subject to specified limitations;

- VoiceStream may sell or dispose of assets in the ordinary course of 
business consistent with past practice; and                       

  - VoiceStream may sell or dispose of assets as may be required by law or
any governmental or regulatory authority as necessary to enable or
facilitate completion of the Deutsche Telekom/VoiceStream merger. 

Covenants of Deutsche Telekom.  Except as contemplated by the Deutsche
Telekom/VoiceStream merger agreement, Deutsche Telekom has agreed that, before  
the Deutsche Telekom/VoiceStream merger is completed, Deutsche Telekom and its  
subsidiaries will not take the actions listed in the Deutsche                   
Telekom/VoiceStream merger agreement, which includes the following actions,     
without VoiceStream's prior written consent:                                    

- except for the purpose of using or increasing Deutsche Telekom's    
       authorized capital or as necessary for the conduct of its business, amend
or propose to amend the memorandum and articles of association or 
    management board rules of procedure or other comparable organizational
 document of Deutsche Telekom in any manner that would be adverse to
VoiceStream or its stockholders;                                  

  - declare or pay dividends payable in cash, stock, property or otherwise
       with respect to Deutsche Telekom capital stock, except for regular annual
cash dividends in a manner consistent with past practice;         

   - repurchase, redeem or otherwise acquire any shares of its capital stock
    or any securities convertible or exercisable for or into shares of its
    capital stock, except for repurchases, redemptions or acquisitions not
   exceeding 10% of the total number of Deutsche Telekom ordinary shares
outstanding;                                                      

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    - reclassify, recapitalize, restructure or engage in a similar transaction
   that results in the direct or indirect receipt by holders of Deutsche
  Telekom ordinary shares of any assets, property or cash for Deutsche
Telekom ordinary shares;                                          

- take action that would be reasonably likely to prevent or impede the
     Deutsche Telekom/VoiceStream merger from qualifying as a reorganization
within the meaning of Section 368(a) of the U.S. tax code or cause
       VoiceStream stockholders to recognize gain under Section 367(a)(1) of the
U.S. tax code in the Deutsche Telekom/VoiceStream merger; and     

  - take action that would materially impair or delay the obtaining of the
necessary regulatory approvals to complete the Deutsche           
Telekom/VoiceStream merger.                                       

     - Important Exception:  Deutsche Telekom may make acquisitions as long as
      the acquisitions, individually or in the aggregate, are not reasonably
    likely to prevent the completion of the Deutsche Telekom/VoiceStream
merger.                                                         

Offers for Alternative Transactions                                         

  VoiceStream has agreed not to, has agreed not to authorize its officers,
directors or employees to, and has agreed to use its reasonable efforts to cause
its advisors and representatives not to:                                        

 - solicit, initiate or knowingly encourage, or knowingly take any other
  action designed to facilitate, any alternative transaction, which we
define below, to the Deutsche Telekom/VoiceStream merger; or      

    - participate in any substantive discussions or negotiations regarding any
 alternative transaction to the Deutsche Telekom/VoiceStream merger.

However, if at any time before VoiceStream stockholders approve the   
Deutsche Telekom/VoiceStream merger, VoiceStream receives an unsolicited        
proposal for an alternative transaction, then VoiceStream may, after giving     
Deutsche Telekom 48 hours advance notice:                                       

- furnish information with respect to VoiceStream pursuant to a       
    confidentiality agreement substantially similar to the confidentiality
agreement in place between VoiceStream and Deutsche Telekom; and  

  - engage in discussions and negotiations with the persons that made such
proposal,                                                         

but only if:                                                                    

- the VoiceStream board of directors has determined in good faith that
       providing information to the third party or participating in negotiations
 or discussions could be reasonably expected to result in a superior
proposal, which we define below, being made; and                  

     - VoiceStream is not otherwise in breach of its obligations described above
not to solicit or engage in discussions regarding an alternative  
transaction.                                                      

In the Deutsche Telekom/VoiceStream merger agreement, "alternative    
transaction" means any of the following:                                        

  - a transaction or series of transactions in which any third party would
       acquire, directly or indirectly, beneficial ownership of more than 20% of
the outstanding VoiceStream shares;                               

     - any acquisition of or business combination with VoiceStream or any of its
       significant subsidiaries by a merger or other business combination, other
than any transaction that would be permitted under the Deutsche   
Telekom/VoiceStream merger agreement; or                          

- any transaction in which any third party would acquire, directly or 
     indirectly, control of assets of VoiceStream or any of its subsidiaries
       for consideration equal to 20% or more of the fair market value of all of
the outstanding VoiceStream common shares.                        

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   In the Deutsche Telekom/VoiceStream merger agreement, "superior proposal"
means any proposal made by a third party to enter into an alternative           
transaction which the VoiceStream board of directors determines in its good     
faith judgment to be more favorable to VoiceStream's stockholders than the      
Deutsche Telekom/VoiceStream merger.                                            

VoiceStream also has agreed to notify Deutsche Telekom promptly of any
request for information or of any proposal in connection with an alternative    
transaction, including the material terms of the request or proposal and the    
identity of the person making it, and VoiceStream has agreed to keep Deutsche   
Telekom informed of the status of any alternative transaction. In addition,     
VoiceStream agreed to cease any solicitations, discussions or negotiations that 
existed at the time the Deutsche Telekom/VoiceStream merger agreement was       
signed.                                                                         

VoiceStream Board of Directors' Recommendation                              

    The Deutsche Telekom/VoiceStream merger agreement requires the VoiceStream
board of directors:                                                             

- to recommend that the VoiceStream stockholders approve the Deutsche 
Telekom/VoiceStream merger agreement;                             

   - not to withdraw, modify or qualify, or to propose publicly to withdraw,
   modify or qualify, its recommendation in a manner adverse to Deutsche
Telekom;                                                          

- not to approve or recommend, or to propose publicly to approve or   
recommend, any alternative transaction; and                       

- not to cause VoiceStream to agree to engage in any alternative      
transactions.                                                     

     However, if the VoiceStream board of directors receives a superior proposal
before VoiceStream stockholders approve the Deutsche Telekom/VoiceStream merger,
the VoiceStream board of directors may inform VoiceStream stockholders that it  
no longer recommends approval of the Deutsche Telekom/VoiceStream merger, if:   

  - VoiceStream sends Deutsche Telekom written notice that VoiceStream has
   received a superior proposal, which notice describes the terms of the
 superior proposal and identifies the proposer, and that VoiceStream
  intends to change its recommendation regarding the Deutsche Telekom/
VoiceStream merger; and                                           

     - two business days have passed since Deutsche Telekom received the notice.
In addition, during those two business days, VoiceStream must give
      Deutsche Telekom reasonable opportunity to make adjustments in the terms
    of the Deutsche Telekom/VoiceStream merger agreement that would enable
  the VoiceStream board of directors to maintain its recommendation to
approve the Deutsche Telekom/VoiceStream merger.                  

    The Deutsche Telekom/VoiceStream merger agreement also permits VoiceStream
to comply with Rule 14d-9 or Rule 14e-2(a) under the Exchange Act or to make any
other disclosure to VoiceStream stockholders if, in the good faith judgment of  
the VoiceStream board of directors, after receipt of advice from outside        
counsel, failure to disclose would result in a reasonable likelihood that the   
VoiceStream board of directors would breach its duties to VoiceStream           
stockholders under applicable law.                                              

    Submission of Deutsche Telekom/VoiceStream Merger Agreement to Stockholder
Vote.  The Deutsche Telekom/VoiceStream merger agreement requires VoiceStream to
submit the Deutsche Telekom/VoiceStream merger agreement to a stockholder vote  
at the VoiceStream special meeting even if the VoiceStream board of directors no
longer recommends approval of the Deutsche Telekom/VoiceStream merger.          

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Additional Agreements                                                       

The Deutsche Telekom/VoiceStream merger agreement contains a number of
other covenants and agreements by or between VoiceStream and Deutsche Telekom on
subjects, including:                                                            

- filing accurate financial statements with the SEC;                  

    - notifying the other party of the occurrence of material facts, events or
circumstances;                                                    

- using reasonable best efforts to obtain necessary tax opinions and  
representation letters; and                                       

   - using reasonable best efforts to cause the Deutsche Telekom/VoiceStream
 merger to qualify as a reorganization within the meaning of Section
      368(a) of the U.S. tax code and to avoid gain recognition to VoiceStream
   shareholders in the Deutsche Telekom/VoiceStream merger under Section
367(a)(1) of the U.S. tax code.                                   

 In addition, Deutsche Telekom has agreed to take all steps necessary to
cause the new Deutsche Telekom ADSs and the Deutsche Telekom ordinary shares to 
become listed on the Frankfurt Stock Exchange and the NYSE, respectively.       

VoiceStream's Nominations to Deutsche Telekom Organizational Bodies         

  Deutsche Telekom has agreed that, after the Deutsche Telekom/VoiceStream
merger is completed, it will use all reasonable efforts to recommend to the     
Deutsche Telekom shareholders and the Deutsche Telekom organizational bodies    
that one current member of the Deutsche Telekom supervisory board be replaced by
a person nominated by VoiceStream. Deutsche Telekom has agreed that, after the  
Deutsche Telekom/VoiceStream merger is completed, it will use all reasonable    
efforts to cause its T-Mobile subsidiary to recommend to the shareholders and   
organizational bodies of T-Mobile that one VoiceStream nominee be appointed or  
elected to each of the T-Mobile management board, T-Mobile supervisory board and
the T-Mobile executive committee. It is currently contemplated that Mr. John W. 
Stanton, the Chief Executive Officer of VoiceStream, would be the nominee       
appointed to the T-Mobile International management board.                       

 The VoiceStream nominees will be selected in consultation with Deutsche
Telekom and must be reasonably acceptable to Deutsche Telekom.                  

Efforts to Complete the Deutsche Telekom/VoiceStream Merger                 

VoiceStream and Deutsche Telekom have agreed:                         

  - to take or cause to be taken all actions and to do or cause to be done
all things necessary, proper or advisable to complete the Deutsche
   Telekom/VoiceStream merger and to permit the issuance of the Deutsche
     Telekom/VoiceStream merger consideration under German law and the rules
of the Frankfurt Stock Exchange;                                  

   - to obtain in a timely manner all necessary consents, permits, approvals
or waivers from any governmental or regulatory authority which are
      necessary for the completion of the Deutsche Telekom/VoiceStream merger;

  - to promptly prepare and file all required notifications under U.S. and
European Union antitrust laws and to comply with any requests for 
      additional information, and obtain termination of any applicable waiting
      periods or obtain any required approvals as promptly as practicable; and

   - to take all actions within its control necessary to obtain any required
 regulatory approvals (which the Deutsche Telekom/VoiceStream merger
  agreement limits principally to any required FCC approval, antitrust
       clearances and clearances under the Exon-Florio Defense Protection Act of
1956).                                                            

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    Important Exception:  Neither VoiceStream nor Deutsche Telekom is required
to take any of the actions described above that would result in a "burdensome   
condition." The meaning of "burdensome condition" is explained under            
"-- Important Definitions."                                                     

Indemnification and Insurance                                               

    For a period of six years after the Deutsche Telekom/VoiceStream merger is
completed, the surviving corporation of the Deutsche Telekom/VoiceStream merger 
is required by the Deutsche Telekom/VoiceStream merger agreement to:            

    - maintain in effect the current arrangements regarding indemnification of
 officers and directors of VoiceStream and each of its subsidiaries;

     - indemnify the directors and officers of VoiceStream to the fullest extent
to which VoiceStream is permitted to indemnify those officers and 
directors under its charter and bylaws and applicable law; and    

- maintain VoiceStream's current policies of directors' and officers' 
 insurance with respect to claims arising from facts or events which
      occurred on or before the completion of the Deutsche Telekom/VoiceStream
      merger, except that the surviving corporation may substitute policies of
at least the same coverage and amounts.                           

However, during that six-year period, the surviving corporation is not
required to expend in any year an amount in excess of 250% of the annual        
aggregate premiums currently paid by VoiceStream for such coverage. If the      
aggregate expenditure on coverage exceeds that amount, Deutsche Telekom has     
agreed that the surviving corporation will use its best efforts to obtain as    
much insurance as can be obtained for that amount.                              

In addition, after the completion of the Deutsche Telekom/VoiceStream 
merger both Deutsche Telekom and the surviving corporation will indemnify each  
present and former director, officer, employee and agent of VoiceStream or any  
of its subsidiaries against any costs or expenses arising prior to the          
completion of the Deutsche Telekom/VoiceStream merger and will also pay each    
indemnified party's out-of-pocket expenses incurred in connection with any      
indemnifiable claim.                                                            

Employee Benefits                                                           

Following the completion of the Deutsche Telekom/VoiceStream merger,  
Deutsche Telekom will cause the surviving corporation or its successor to honor 
all VoiceStream employee benefit plans and compensation arrangements and        
agreements in accordance with their terms as in effect immediately before the   
Deutsche Telekom/VoiceStream merger is completed. In addition, Deutsche Telekom 
has agreed that for a period of not less than two years following the completion
of the Deutsche Telekom/VoiceStream merger, the current and former employees of 
VoiceStream and its subsidiaries will be provided with compensation, severance  
and employee benefits that are not less favorable in the aggregate than those   
provided to VoiceStream's employees immediately before the completion of the    
Deutsche Telekom/ VoiceStream merger. Discretionary equity and equity-based     
awards will remain discretionary.                                               

   Following the completion of the Deutsche Telekom/VoiceStream merger, each
current and former employee of VoiceStream and its subsidiaries will be         
immediately eligible to participate in any new Deutsche Telekom employee benefit
plan, to the extent that such plan replaces coverage under a comparable         
VoiceStream employee benefit plan or compensation agreement or arrangement in   
which the employee participated immediately before the completion of the        
Deutsche Telekom/VoiceStream merger. The Deutsche Telekom/VoiceStream merger    
agreement also specifies the treatment of pre-existing conditions, deductibles  
and service credit with respect to current and former employees of VoiceStream  
under any benefit plans of Deutsche Telekom or its subsidiaries that any current
or former employees of VoiceStream participate in after completion of the       
Deutsche Telekom/VoiceStream merger.                                            

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 Pursuant to the Deutsche Telekom/VoiceStream merger agreement, Deutsche
Telekom and VoiceStream have entered into a retention agreement pursuant to     
which Deutsche Telekom has agreed that, in connection with the Deutsche         
Telekom/VoiceStream merger, Deutsche Telekom will amend and convert the         
VoiceStream Management Incentive Stock Option Plan to permit the issuance after 
completion of the merger of options to purchase Deutsche Telekom ordinary shares
to management employees and key personnel of VoiceStream. In order to effectuate
the conversion, Deutsche Telekom will establish a trust and deliver to the trust
8 million Deutsche Telekom ordinary shares to be used to satisfy the obligations
upon exercise of any retention options. During the period from the date of      
completion of the Deutsche Telekom/ VoiceStream merger through December 31,     
2004, Deutsche Telekom will cause the trust to issue retention options to       
management employees and key personnel of VoiceStream substantially on terms set
forth in the VoiceStream Management Incentive Stock Option Plan, as amended from
time to time by Deutsche Telekom.                                               

     Additionally, Deutsche Telekom and VoiceStream have agreed that VoiceStream
shall offer to 31 management personnel, who now hold, in the aggregate, unvested
options to acquire 574,368 VoiceStream common shares, and which options provide 
for vesting upon a change of control of VoiceStream, which for a significant    
portion of the options would occur upon approval by VoiceStream stockholders of 
the Deutsche Telekom/VoiceStream merger, an opportunity to receive additional   
options in an amount equal to, and on the same terms and conditions, including  
exercise price, as, their existing unvested options if they agree to waive the  
change of control vesting provisions of their existing options. If all such     
persons accept the offer, options to acquire an aggregate of an additional      
574,368 shares of VoiceStream common shares would be issued.                    

     Prior to completion of the Deutsche Telekom/VoiceStream merger, VoiceStream
may implement a stay bonus plan for management, which is described under "The   
Deutsche Telekom/VoiceStream Merger -- Interests of Directors and Officers of   
VoiceStream in the Deutsche Telekom/VoiceStream Merger -- Stay Bonus Plan."     

Closing Conditions                                                          

Conditions to Each Party's Obligations to Complete the Deutsche       
Telekom/VoiceStream Merger. VoiceStream's and Deutsche Telekom's respective     
obligations to complete the Deutsche Telekom/VoiceStream merger are subject to  
the satisfaction or waiver of conditions, including the following:              

   - Stockholder Approval.  The holders of a majority of the voting power of
the VoiceStream common shares and voting preferred shares, voting 
  together as a single class, having approved and adopted the Deutsche
Telekom/VoiceStream merger agreement.                             

     - Legality.  The absence of any law, order or injunction enacted or entered
     by any governmental or regulatory authority having the effect of making
      the Deutsche Telekom/VoiceStream merger illegal or otherwise prohibiting
the completion of the Deutsche Telekom/VoiceStream merger.        

- Registration Statement Effective.  No stop order suspending the     
effectiveness of the Form F-4 registration statement or the proxy 
   statement/prospectus then being in effect and no proceedings for that
      purpose then being threatened by the SEC or having been initiated by the
SEC and not being concluded or withdrawn.                         

- Stock Exchange Listings.                                            

    -- All steps necessary for the Deutsche Telekom ordinary shares that
     will be issued in the Deutsche Telekom/VoiceStream merger to be
   listed on the Frankfurt Stock Exchange having been taken; and

-- The Deutsche Telekom ADSs that will be issued in the Deutsche
          Telekom/VoiceStream merger having been authorized for listing on the
NYSE, subject to official notice of issuance.             

- Required Regulatory Approvals.  Without subjecting VoiceStream or   
Deutsche Telekom to any "burdensome condition" described under    
"-- Important Definitions," all required regulatory               
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      approvals having been obtained and all applicable waiting periods having
       expired, as described under "Regulatory Approvals -- Regulatory Approvals
   Required for the Deutsche Telekom/VoiceStream Merger and the Deutsche
Telekom/Powertel Merger."                                         

   Additional Conditions to the Obligations of VoiceStream.  The obligations
of VoiceStream to effect the Deutsche Telekom/VoiceStream merger are also       
subject to the satisfaction, or waiver by VoiceStream, of conditions, including 
the following:                                                                  

- Representations and Warranties True and Correct.                    

   -- Deutsche Telekom's representation that, since December 31, 1999,
         there has not been any material adverse effect on Deutsche Telekom,
           will have been true and correct when the Deutsche Telekom/VoiceStream
       merger agreement was entered into and as of the date the Deutsche
Telekom/VoiceStream merger is completed; and              

      -- other representations and warranties of Deutsche Telekom and merger
     subsidiary in the Deutsche Telekom/VoiceStream merger agreement
         having been true and correct with respect to Deutsche Telekom, when
        the Deutsche Telekom/VoiceStream merger agreement was entered into
   and with respect to merger subsidiary when it was amended and
         restated and with respect to Deutsche Telekom and merger subsidiary
          as of the date the Deutsche Telekom/VoiceStream merger is completed,
        except to the extent that any representation or warranty expressly
        speaks as of an earlier date, in which case that representation or
warranty having been true and correct as of that date,    

  (a) except for inaccuracies caused by changes permitted by the
Deutsche Telekom/VoiceStream merger agreement; and  

 (b) except for such failures which in the aggregate would not
            reasonably be expected to result in a material adverse effect on
Deutsche Telekom.                                   

- Compliance with Covenants.  Deutsche Telekom having complied in all 
     material respects with all its agreements and covenants required by the
      Deutsche Telekom/VoiceStream merger agreement to be complied with by the
completion of the Deutsche Telekom/VoiceStream merger.            

     - Receipt of Tax Opinion.  VoiceStream having received an opinion of Jones,
     Day, Reavis & Pogue and/or Wachtell, Lipton, Rosen & Katz substantially
to the effect that for U.S. federal income tax purposes:          

-- the Deutsche Telekom/VoiceStream merger will qualify as a    
         reorganization within the meaning of Section 368(a) of the U.S. tax
code; and                                                 

    -- each transfer of property to Deutsche Telekom by a stockholder of
          VoiceStream pursuant to the Deutsche Telekom/VoiceStream merger will
not be subject to Section 367(a)(1) of the U.S. tax code. 

Additional Conditions to the Obligations of Deutsche Telekom.  The    
obligations of Deutsche Telekom to effect the Deutsche Telekom/VoiceStream      
merger are also subject to the satisfaction, or waiver by Deutsche Telekom, of  
conditions, including the following:                                            

- Representations and Warranties True and Correct.                    

        -- VoiceStream's representation that, since December 31, 1999, there has
          not been any material adverse effect on VoiceStream having been true
        and correct when the Deutsche Telekom/VoiceStream merger agreement
         was entered into and as of the "bringdown date", which is the date,
           at least five business days after the last closing condition has been
      fulfilled or waived, on which VoiceStream delivers a certificate
   relating to the accuracy of VoiceStream's representations and
warranties; and                                           

       --  other representations and warranties of VoiceStream in the Deutsche
         Telekom/VoiceStream merger agreement having been true and correct
when the Deutsche Telekom/VoiceStream                   
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      merger agreement was entered into and as of the bringdown date
           (except to the extent that any representation or warranty expressly
   speaks as of an earlier or a later date, in which case that
          representation or warranty having been true and correct as of that
date)                                                   

    (1) except for inaccuracies caused by changes permitted by the
Deutsche Telekom/VoiceStream merger agreement; and

   (2) except for such failures which in the aggregate would not
              reasonably be expected to result in a material adverse effect on
VoiceStream.                                      

   - Compliance with Covenants.  VoiceStream having complied in all material
     respects with all its agreements and covenants required by the Deutsche
      Telekom/VoiceStream merger agreement to be complied with by the time the
Deutsche Telekom/VoiceStream merger is completed.                 

     Waiver of Conditions.  In the event VoiceStream waives a material condition
to the Deutsche Telekom/VoiceStream merger, VoiceStream will, if legally        
required, resolicit approval of its stockholders.                               

Termination and Termination Fee                                             

    Right to Terminate.  The Deutsche Telekom/VoiceStream merger agreement may
be terminated at any time before the completion of the Deutsche                 
Telekom/VoiceStream merger in any of the following ways:                        

- by mutual written consent;                                          

- by either Deutsche Telekom and VoiceStream:                         

        -- if the Deutsche Telekom/VoiceStream merger is permanently restrained,
       enjoined or otherwise prohibited by a governmental order, decree,
           ruling or other action, and the order, decree, ruling or other action
has become final and nonappealable;                       

        -- if in connection with the grant of a requisite regulatory approval, a
           burdensome condition is imposed and the ruling imposing the condition
    has become final and nonappealable. The meaning of "burdensome
condition" is explained under "-- Important Definitions;" 

     -- at any time that is not less than 15 days after any statute, rule,
    decree or injunction has been enacted, entered, promulgated or
        enforced by any governmental or regulatory authority, other than a
           court, that has the effect of making any of the conditions to closing
          described under "-- Closing Conditions -- Conditions to Each Party's
Obligations to Complete the Deutsche Telekom/VoiceStream  
          Merger -- Legality" and "-- Closing Conditions -- Conditions to Each
      Party's Obligations to Complete the Deutsche Telekom/VoiceStream
           Merger -- Required Regulatory Approvals" incapable of being satisfied
         by September 30, 2001, in the case of a termination by VoiceStream,
    or December 31, 2001, in the case of a termination by Deutsche
Telekom; or                                               

-- if VoiceStream's stockholders fail to approve the Deutsche   
    Telekom/VoiceStream merger at the VoiceStream special meeting.

- by VoiceStream:                                                     

 -- if the Deutsche Telekom/VoiceStream merger is not completed by
     September 30, 2001, unless VoiceStream's failure to fulfill its
         obligations under the Deutsche Telekom/VoiceStream merger agreement
    caused the delay, or if any of the conditions to VoiceStream's
    obligation to complete the Deutsche Telekom/VoiceStream merger
becomes incapable of being satisfied before that date;    

-- if Deutsche Telekom breaches or fails to perform any of its  
         representations or covenants in any material respect and the breach
         or failure cannot be cured by Deutsche Telekom before September 30,
      2001, or, if curable, is not cured by Deutsche Telekom within 30
days, and                                                 

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     such breach renders any conditions to VoiceStream's obligations
incapable of being satisfied by September 30, 2001; or    

     --  on 48 hours notice to Deutsche Telekom, if the calculated average
   price of Deutsche Telekom ordinary shares to be used in any
tax-related adjustment to the amount of the cash merger 
            consideration is less than 33 euros. The calculated average price of
      Deutsche Telekom ordinary shares to be used in any tax-related
      adjustment, if necessary, will be the average trading price of
           Deutsche Telekom ordinary shares on the Frankfurt Stock Exchange on
     seven trading days randomly selected from the 15 trading days
          immediately preceding the date on which any tax-related adjustment
            determination is to be made, as described under "-- Consideration to
 Be Received in the Deutsche Telekom/VoiceStream Merger --
 Explanation of Potential Tax-Related Adjustment to Merger
Consideration."                                         

- by Deutsche Telekom:                                                

 -- if the Deutsche Telekom/VoiceStream merger is not completed by
         December 31, 2001, unless Deutsche Telekom's failure to fulfill its
         obligations under the Deutsche Telekom/VoiceStream merger agreement
         caused the delay, or if any of the conditions to Deutsche Telekom's
    obligation to complete the Deutsche Telekom/VoiceStream merger
becomes incapable of being satisfied before that date; or 

-- if VoiceStream breaches or fails to perform any of its       
         representations or covenants in any material respect and the breach
         or failure cannot be cured by VoiceStream before December 31, 2001,
          or, if curable, is not cured by VoiceStream within 30 days, and such
     breach renders any conditions to Deutsche Telekom's obligations
incapable of being satisfied by December 31, 2001.        

    Should any of these potential grounds for termination occur, VoiceStream's
board of directors may or may not exercise its right to terminate the Deutsche  
Telekom/VoiceStream merger agreement.                                           

    - Termination Fees Payable to Deutsche Telekom.  VoiceStream has agreed to
      pay Deutsche Telekom a termination fee of $1 billion if all three of the
following events occur:                                           

    -- after July 23, 2000 and before the VoiceStream special meeting, a
         proposal for certain types of alternative transactions is announced
or publicly disclosed and not withdrawn;                  

     -- the Deutsche Telekom/VoiceStream merger agreement is terminated by
        either party because VoiceStream's stockholders do not approve the
    Deutsche Telekom/VoiceStream merger at the VoiceStream special
meeting; and                                              

-- within six months after the termination of the Deutsche      
     Telekom/VoiceStream merger agreement, VoiceStream enters into a
       definitive agreement with any third party with respect to certain
types of alternative transactions.                        

In that circumstance, VoiceStream would pay to Deutsche Telekom the   
termination fee no later than one business day after the signing of the         
definitive agreement with the third party.                                      

    For purposes of determining whether a termination fee is payable, the term
"alternative transaction" has the meaning described under "-- Offers for        
Alternative Transactions," except that the 20% thresholds are treated as        
references to "50%," and mergers or business combinations in which VoiceStream  
stockholders would continue to hold at least 65% of the outstanding stock of the
entity surviving the transaction are not considered to be "alternative          
transactions".                                                                  

Expenses                                                                    

  Whether or not the Deutsche Telekom/VoiceStream merger is completed, all
costs and expenses incurred in connection with the Deutsche Telekom/VoiceStream 
merger and the Deutsche Telekom/VoiceStream merger agreement transactions will  
be paid by the party incurring the expense, except that Deutsche Telekom and    
VoiceStream will share equally the costs and expenses of filing and printing the
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Form F-4 registration statement and this document. Deutsche Telekom, VoiceStream
and Powertel have each shared equally the costs and expenses of the filing fees 
paid under the HSR Act.                                                         

Amendment; Waiver; Assignment                                               

    VoiceStream, Deutsche Telekom and merger subsidiary may amend the Deutsche
Telekom/VoiceStream merger agreement by written agreement prior to completion of
the Deutsche Telekom/VoiceStream merger, but after VoiceStream's stockholders   
have approved the Deutsche Telekom/VoiceStream merger agreement, no amendment   
may be made which by law requires further stockholder approval without such     
approval being obtained.                                                        

  At any time before the Deutsche Telekom/VoiceStream merger is completed,
VoiceStream, Deutsche Telekom and merger subsidiary may:                        

  - extend the time for the performance of any of the obligations or other
acts of the others; and                                           

- waive any inaccuracies in the representations and warranties or     
   compliance with any of the agreements or conditions, contained in the
Deutsche Telekom/VoiceStream merger agreement or in any document  
delivered under the Deutsche Telekom/VoiceStream merger agreement.

Deutsche Telekom, VoiceStream and merger subsidiary may not assign the
Deutsche Telekom/VoiceStream merger agreement or any of the rights, interests or
obligations under the Deutsche Telekom/VoiceStream merger agreement, in whole or
in part, to any other person, without the prior written consent of the          
non-assigning party; except that:                                               

- Deutsche Telekom may assign the Deutsche Telekom/VoiceStream merger 
 agreement to a corporation which owns more than 80% of the Deutsche
 Telekom ordinary shares and which succeeds to all of the rights and
obligations of Deutsche Telekom under the Escrow Agency Agreement 
     executed pursuant to the Deutsche Telekom/VoiceStream merger agreement;
and                                                               

- merger subsidiary may assign the agreement to an entity which is a  
     direct, wholly-owned subsidiary of the entity to which Deutsche Telekom
    assigned the Deutsche Telekom/VoiceStream merger agreement pursuant to
the immediately preceding clause.                                 

Important Definitions                                                       

   Burdensome Condition.  As used in the Deutsche Telekom/VoiceStream merger
agreement, "burdensome condition" is a condition that, individually or together 
with other conditions, would reasonably be expected to have a material adverse  
effect on Deutsche Telekom or its mobile telecommunications business, in each   
case assuming that the Deutsche Telekom/VoiceStream merger had been completed   
and VoiceStream had become a part of Deutsche Telekom or its mobile             
telecommunications business, and assuming that any other acquisition in the     
mobile telecommunication industry entered into or completed by Deutsche Telekom 
after July 23, 2000 had been completed.                                         

Material Adverse Effect.  As used in the Deutsche Telekom/VoiceStream 
merger agreement, a "material adverse effect" on any company means any change in
or effect on the business of the company and its subsidiaries that is or is     
reasonably likely to be materially adverse to the business, operations or       
financial condition of the company and its subsidiaries, taken as a whole.      

    However, "material adverse effect" does not include the effects of changes
or developments:                                                                

  - in the telecommunications industry, including regulatory and political
conditions, that do not uniquely relate to Deutsche Telekom or    
VoiceStream;                                                      

- in the U.S. or European economy;                                    

- in the U.S. or European securities markets; or                      

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- resulting from the announcement or the existence of the Deutsche    
       Telekom/VoiceStream merger agreement and the transactions contemplated by
the Deutsche Telekom/VoiceStream merger agreement.                

   Only for purposes of the definition of "material adverse effect", some of
VoiceStream's joint ventures are treated as subsidiaries of VoiceStream.        

Amendment and Restatement                                                   

  The Deutsche Telekom/VoiceStream merger agreement was originally entered
into between Deutsche Telekom and VoiceStream on July 23, 2000. On September 28,
2000, the Deutsche Telekom/VoiceStream merger agreement was amended and restated
primarily for the purpose of making merger subsidiary a party to the agreement  
and other technical changes.                                                    

   On February 8, 2001 the Deutsche Telekom/VoiceStream merger agreement was
further amended and restated primarily for the purpose of permitting VoiceStream
to pay a stock dividend of up to 0.0075 of a VoiceStream common share for each  
VoiceStream common share outstanding prior to the completion of the Deutsche    
Telekom/VoiceStream merger and to provide that the earliest date that the       
Deutsche Telekom/VoiceStream merger will be completed is May 31, 2001. This     
amendment also provided that if all of the conditions to completion of the      
merger are satisfied or waived as of a date that is earlier than May 31, 2001,  
including the condition that no material adverse effect on VoiceStream shall    
have occurred, then after that earlier date Deutsche Telekom will no longer have
the ability to terminate the Deutsche Telekom/VoiceStream merger agreement      
because of any material adverse effect on, or any material inaccuracy in, a     
representation or warranty of VoiceStream.                                      

DEUTSCHE TELEKOM'S AGREEMENTS WITH STOCKHOLDERS OF VOICESTREAM                  

     In connection with the execution of the Deutsche Telekom/VoiceStream merger
agreement, VoiceStream stockholders who, in the aggregate, had sufficient voting
power as of the VoiceStream record date to approve the Deutsche                 
Telekom/VoiceStream merger entered into separate agreements with Deutsche       
Telekom under which the stockholders agreed to vote all of their VoiceStream    
shares in favor of the Deutsche Telekom/VoiceStream merger. We summarize the    
material terms of these agreements below, and this summary is qualified in its  
entirety by reference to the text of the agreements summarized, copies of which 
have been filed as exhibits to Deutsche Telekom's and VoiceStream's respective  
registration statements and are incorporated herein by reference.               

   The following stockholders and some of their affiliates have entered into
stockholder agreements with Deutsche Telekom in connection with the Deutsche    
Telekom/VoiceStream merger:                                                     

Telephone and Data Systems, Inc.                                      
Hutchison Whampoa Ltd.                                                
Sonera Corporation                                                    
John W. Stanton                                                       
The Goldman Sachs Group, Inc.                                         
Richard Fields and Allen & Company, Incorporated                      
Douglas G. Smith and Avance Capital                                   
Madison Dearborn Capital Partners, LP                                 

Agreement to Vote                                                           

     The agreements with Telephone & Data Systems, Inc., Hutchison Whampoa Ltd.,
Sonera Corporation, John W. Stanton and Goldman Sachs & Co. obligate each of    
them to vote all its shares in favor of the Deutsche Telekom/VoiceStream merger 
and the Deutsche Telekom/VoiceStream merger                                     

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agreement and to vote all of its shares against any alternative transaction, as 
defined in the Deutsche Telekom/VoiceStream merger agreement and as discussed   
under "-- The Deutsche Telekom/ VoiceStream Merger Agreement -- Offers for      
Alternative Transactions," or the liquidation or winding up of VoiceStream. Each
stockholder's obligation to vote in this manner applies whether or not the      
VoiceStream board of directors continues to recommend the Deutsche              
Telekom/VoiceStream merger to VoiceStream stockholders.                         

Transfer Restrictions and Waiver of Rights                                  

   Each of the stockholder agreements restricts or limits the ability of the
stockholder that is a party to the agreement to sell, transfer, assign or       
otherwise dispose of VoiceStream common stock or, until six months after        
completion of the Deutsche Telekom/VoiceStream merger, Deutsche Telekom ADSs or 
Deutsche Telekom ordinary shares, except with Deutsche Telekom's written consent
or as expressly permitted by the stockholder agreement or pursuant to the       
Deutsche Telekom/VoiceStream merger agreement. In that regard, the stockholder  
agreements provide that:                                                        

- unless the Deutsche Telekom/VoiceStream merger agreement has been   
terminated, until the later of January 1, 2001 and the date of the
  VoiceStream special meeting, the stockholder may not sell, transfer,
      pledge, assign or otherwise dispose of, any VoiceStream shares or rights
that are subject to the agreement;                                

     - from the later of January 1, 2001 and the date of the VoiceStream special
meeting, until the earlier of the completion of the Deutsche      
Telekom/VoiceStream merger or the termination of the Deutsche     
Telekom/VoiceStream merger agreement, the stockholder may sell or 
      transfer up to an aggregate of 17.5% of the number of VoiceStream common
    shares that are subject to the agreement. This percentage increases to
      21.25% on August 1, 2001 and to 25% on September 1, 2001 if the Deutsche
Telekom/VoiceStream merger is not completed by those dates;       

  - from the completion of the Deutsche Telekom/VoiceStream merger through
and including the three-month anniversary of the completion of the
  Deutsche Telekom/VoiceStream merger, the stockholder may not sell or
     transfer any Deutsche Telekom ADSs, Deutsche Telekom ordinary shares or
   securities convertible into Deutsche Telekom ADSs or Deutsche Telekom
ordinary shares that are subject to the agreement;                

   - from the day following the three month anniversary of the completion of
    the Deutsche Telekom/VoiceStream merger, through and including the six
     month anniversary of the completion of the Deutsche Telekom/VoiceStream
       merger, the stockholder may sell or transfer up to an aggregate of 40% of
    the total number of Deutsche Telekom ADSs or Deutsche Telekom ordinary
    shares that is subject to the agreement, as calculated pursuant to the
stockholder agreements; and                                       

- after the six month anniversary of the completion of the Deutsche   
 Telekom/VoiceStream merger, all sale and transfer restrictions end.

Deutsche Telekom reserves the right to waive the transfer restrictions described
above at any time or from time to time.                                         

  Each stockholder agreed to waive, until the earlier of the completion of
the Deutsche Telekom/VoiceStream merger or termination of the Deutsche          
Telekom/VoiceStream merger agreement, any preemptive rights. In addition, each  
stockholder, other than Richard Fields and Allen & Company Incorporated, agreed 
to waive any registration rights until the earlier of:                          

- the later of January 1, 2001 and the date of the VoiceStream special
meeting; and                                                      

 - the termination of the Deutsche Telekom/VoiceStream merger agreement.

Mr. Fields and Allen & Company Incorporated agreed not to exercise their        
registration rights during a specified period of time. In November 2000         
VoiceStream filed a registration statement covering the VoiceStream common      
shares to be delivered in connection with VoiceStream warrants held by Allen &  

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Company. Each stockholder also agreed to terminate any of its existing          
registration rights agreements with VoiceStream effective at the completion of  
the Deutsche Telekom/VoiceStream merger.                                        

   In some circumstances, if Deutsche Telekom acquires any other company for
consideration in excess of $15 billion and significant stockholders of the      
acquired company enter into agreements with Deutsche Telekom, or could          
reasonably be expected to enter into agreements with Deutsche Telekom, that are 
more favorable to those stockholders in terms of the obligations to vote in     
favor of the related transaction or to refrain from selling or transferring     
shares, the transfer restrictions in the stockholder agreements will be modified
to reflect the more favorable provisions or absence of restrictions, as the case
may be.                                                                         

Registration Rights                                                         

  If the existing majority shareholders of Deutsche Telekom -- the Federal
Republic of Germany and KfW -- elect to conduct a registered secondary offering 
of their Deutsche Telekom shares during the period from the completion of the   
Deutsche Telekom/VoiceStream merger through the first anniversary of the        
completion of the Deutsche Telekom/VoiceStream merger, Deutsche Telekom agrees  
to use its reasonable best efforts to obtain the agreement of the existing      
majority shareholders to include in such registered offering the maximum amount 
of Deutsche Telekom shares acquired in the Deutsche Telekom/VoiceStream merger  
by the VoiceStream stockholders who have entered into stockholder agreements    
with Deutsche Telekom. Deutsche Telekom's existing majority shareholders would  
have the right to determine the number of Deutsche Telekom shares of these      
VoiceStream stockholders which may be included in such secondary offering       
without adversely affecting such secondary offering, on such terms and          
conditions as the existing majority shareholders determine are appropriate.     

Termination                                                                 

   Each of the stockholder agreements will terminate, except with respect to
the transfer restrictions, which will terminate as set forth above, and the     
agreement to vote, which will terminate upon the earlier of the completion or   
termination of the Deutsche Telekom/VoiceStream merger agreement, upon the      
earliest to occur of:                                                           

- the completion of the Deutsche Telekom/VoiceStream merger;          

     - the termination of the Deutsche Telekom/VoiceStream merger agreement; and

- July 23, 2002.                                                      

No Solicitation                                                             

    Each of the stockholders agreed not to initiate or participate in, and not
to authorize any representatives to initiate or participate in, discussions or  
negotiations regarding transactions or business combinations between VoiceStream
and a company other than Deutsche Telekom, except as otherwise permitted by the 
Deutsche Telekom/VoiceStream merger agreement. See "-- The Deutsche             
Telekom/VoiceStream Merger Agreement -- Offers for Alternative Transactions."   

The Agreements with Telephone & Data Systems, Inc.                          

Telephone & Data Systems, Inc. and Deutsche Telekom entered into a    
stockholder agreement containing the general provisions described above and two 
letter agreements. In addition, the parties agreed in a letter agreement dated  
July 23, 2000 that, in the event that the board of directors of Telephone & Data
Systems determines that Telephone & Data Systems is subject to the regulations  
of the Investment Company Act of 1940 and Telephone & Data Systems is           
unsuccessful in obtaining an exemption from such regulations or is not eligible 
for an exemption, the restrictions on Telephone & Data Systems' right to        
transfer VoiceStream common shares will be modified to allow it to sell a       
minimum number of VoiceStream common shares that would allow Telephone & Data   
Systems, with a reasonable margin of safety, to avoid being characterized as an 
"investment company" under the Investment Company Act of 1940.                  

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    Moreover, in a letter agreement dated September 19, 2000, Telephone & Data
Systems and Deutsche Telekom agreed to procedures concerning Deutsche Telekom's 
delivery of the consideration to be paid to VoiceStream stockholders in the     
Deutsche Telekom/VoiceStream merger. Deutsche Telekom agreed to take all action 
reasonably possible to expedite the steps necessary to issue the Deutsche       
Telekom ordinary shares in the Deutsche Telekom/VoiceStream merger and list     
those Deutsche Telekom shares on the Frankfurt Stock Exchange on or promptly    
after the completion of the Deutsche Telekom/VoiceStream merger. Deutsche       
Telekom further agreed to use its reasonable best efforts to deliver the cash   
portion of the merger consideration to the escrow agent prior to or immediately 
after the completion of the Deutsche Telekom/VoiceStream merger in immediately  
available funds and to cause the escrow agent to release the aggregate cash     
consideration payable in the Deutsche Telekom/VoiceStream merger, including the 
cash payable to Telephone & Data Systems, promptly upon the registration of the 
increase of Deutsche Telekom share capital. If possible, Deutsche Telekom will  
cause the cash consideration to be released on the date the Deutsche            
Telekom/VoiceStream merger is completed or, if this is not possible, as promptly
as possible thereafter. Deutsche Telekom also agreed to instruct the escrow     
agent to release the share certificates for Deutsche Telekom ADSs and Deutsche  
Telekom ordinary shares to be issued in the Deutsche Telekom/VoiceStream merger 
no later than one business day after registration of the Deutsche Telekom       
capital increase. In addition, Deutsche Telekom agreed to use its reasonable    
best effects to cause the escrow agent to deliver such certificates to Telephone
& Data Systems.                                                                 

    On December 27, 2000, TDS transferred all of its VoiceStream common shares
to TDSI Corporation, a Delaware corporation and wholly-owned subsidiary of TDS. 
In connection with this transfer, TDS assigned to TDSI and TDSI assumed the     
stockholder agreement and the two letter agreements described above.            

THE DEUTSCHE TELEKOM INVESTMENT AGREEMENTS                                      

In connection with the Deutsche Telekom/VoiceStream merger agreement, 
Deutsche Telekom agreed to purchase 3,906,250 shares of a new class of voting   
preferred shares of VoiceStream for an aggregate purchase price of $5 billion.  
This purchase was completed on September 6, 2000. We summarize below the        
material terms of the new class of voting preferred shares and the agreements   
entered into in connection with the issuance and sale of those shares. The      
following summary is qualified in its entirety by reference to the full text of 
the agreements summarized, copies of which have been filed as exhibits to       
Deutsche Telekom's and VoiceStream's respective registration statements and are 
incorporated herein by reference.                                               

VoiceStream Voting Preferred Shares                                         

On July 23, 2000, the VoiceStream board of directors authorized the   
creation of a class of shares designated "Convertible Voting Preferred Stock,"  
par value $0.001 per share, consisting of up to 3,906,250 shares, all of which  
were issued to Deutsche Telekom under the stock subscription agreement, dated   
July 23, 2000. See "-- Stock Subscription Agreement."                           

  Liquidation Preference.  In the event of a liquidation or dissolution of
VoiceStream, holders of shares of VoiceStream voting preferred shares will be   
entitled to a liquidation preference of $1,280 per share, subject to adjustment 
for stock splits or other comparable transactions with respect to the           
VoiceStream voting preferred shares, before any distribution may be made to the 
holders of VoiceStream common shares or junior preferred shares.                

  Conversion.  The VoiceStream voting preferred shares are not convertible
unless the Deutsche Telekom/VoiceStream merger agreement is terminated. If the  
Deutsche Telekom/VoiceStream merger agreement is terminated, each VoiceStream   
voting preferred share will become convertible into the number of VoiceStream   
common shares equal to the aggregate liquidation preference of the VoiceStream  
voting preferred shares to be converted, divided by $160 per share, subject to  
adjustment for stock splits or other comparable transactions with respect to the
VoiceStream voting preferred shares. Assuming no adjustment in the $1,280       
liquidation preference or $160 purchase price, each VoiceStream voting preferred

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share will therefore be convertible into eight VoiceStream common shares or an  
aggregate of 31,250,000 VoiceStream common shares.                              

Voting Rights.  Holders of the VoiceStream voting preferred shares are
entitled to vote together with holders of VoiceStream common shares and not as a
separate class. Each VoiceStream voting preferred share is entitled to one vote.
The affirmative vote of the holders of a majority of the outstanding VoiceStream
voting preferred shares is necessary to adopt any amendment that will change the
powers, preferences or rights of the voting preferred shares.                   

Dividends.  The holders of the VoiceStream voting preferred shares are
entitled to receive dividends and other distributions made by VoiceStream on its
capital stock to the same extent and at the same rate as dividends or           
distributions made in respect of VoiceStream common shares, on an               
as-converted-to-common shares basis.                                            

Redemption at Option of VoiceStream.  VoiceStream may redeem the      
VoiceStream voting preferred shares at any time on or after December 31, 2020 at
a price of $1,280 per share, subject to adjustment for stock splits or other    
comparable transactions with respect to the VoiceStream voting preferred shares.
However, VoiceStream will not be permitted to redeem the VoiceStream voting     
preferred shares if VoiceStream is insolvent, will be rendered insolvent by the 
redemption, or is prohibited by law or agreement from redeeming the VoiceStream 
voting preferred shares.                                                        

     Redemption at Option of Holder.  Any holder of VoiceStream voting preferred
shares may require VoiceStream to redeem all of the VoiceStream voting preferred
shares owned by the holder at any time within the six months following December 
31, 2030 at a price of $1,280 per share, subject to adjustment for stock splits 
or other comparable transactions with respect to the VoiceStream voting         
preferred shares. However, VoiceStream will not be permitted to redeem the      
VoiceStream voting preferred shares if VoiceStream is insolvent, will be        
rendered insolvent by the redemption, or is prohibited by law or agreement from 
redeeming the VoiceStream voting preferred shares.                              

Transfer Restriction.  Unless the Deutsche Telekom/VoiceStream merger 
agreement is terminated, VoiceStream voting preferred shares are only           
transferable to a controlled subsidiary of the holder.                          

Rank.  This new class of voting preferred shares will, with respect to
rights on liquidation or dissolution, rank senior to VoiceStream's common shares
and the 2 1/2% convertible junior preferred shares and junior to any series or  
class of VoiceStream's preferred shares.                                        

Stock Subscription Agreement                                                

 The stock subscription agreement provides that, for so long as Deutsche
Telekom owns any of the VoiceStream voting preferred shares, Deutsche Telekom   
agrees that if it takes any action which would cause VoiceStream to exceed the  
broadband Commercial Mobile Radio Service spectrum aggregation limits under U.S.
federal communications laws, it will take appropriate remedial action, including
causing its designee, if it has one, to resign from the VoiceStream board of    
directors and/or disposing of shares of VoiceStream common shares or voting     
preferred shares.                                                               

Investor Agreement                                                          

 In connection with Deutsche Telekom's agreement to purchase VoiceStream
voting preferred stock, VoiceStream and Deutsche Telekom have entered into an   
Investor Agreement, dated as of July 23, 2000, which became effective on        
September 6, 2000, when Deutsche Telekom first purchased such shares.           

    Standstill.  Under the investor agreement, unless a standstill termination
event, which is described below, has occurred, until the fifth anniversary of   
the investor agreement, Deutsche Telekom and its affiliates may not do the      
following, subject to certain exceptions described below:                       

     - acquire or agree to acquire any VoiceStream voting securities which would
     increase Deutsche Telekom's voting power above the threshold percentage
described below;                                                  

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- solicit proxies with respect to the VoiceStream voting securities or
      become a participant in any election contest relating to the election of
directors of VoiceStream; or                                      

     - act in concert with any person for the purpose of effecting a transaction
which would result in a change of control of VoiceStream.         

The standstill provisions described above do not apply to the Deutsche
Telekom/VoiceStream merger and do not apply in the following specific           
circumstances:                                                                  

- if any person acquires or makes a bona fide offer to acquire voting 
 securities of VoiceStream which, when added to the number of voting
  securities already owned by such person, exceeds or would exceed the
threshold percentage; or                                          

  - if Deutsche Telekom makes a tender offer for, or acquires, VoiceStream
    voting securities, with the approval of a majority of the directors of
VoiceStream who are not Deutsche Telekom designees.               

 "Standstill termination event" means the date on which the first of the
following occurs:                                                               

     - Deutsche Telekom and its affiliates beneficially own less than 5% or more
than 90% of the outstanding voting securities of VoiceStream; or  

- the acquisition, by a party other than Deutsche Telekom or its      
       affiliates, of more than 50% of the VoiceStream voting securities, a sale
  of substantially all the assets of VoiceStream or the liquidation or
dissolution of VoiceStream.                                       

"Threshold percentage" means, subject to adjustment:                  

    - 33% from the date of the investor agreement until the second anniversary
of the closing of the subscription agreement;                     

- 36% from the second anniversary of the closing of the subscription  
      agreement until the third anniversary of the closing of the subscription
agreement; and                                                    

- 40% from the third anniversary of the closing of the subscription   
      agreement until the fifth anniversary of the closing of the subscription
agreement.                                                        

Transfer Restrictions.  Unless the Deutsche Telekom/VoiceStream merger
agreement is terminated before the Deutsche Telekom/VoiceStream merger is       
completed, Deutsche Telekom and its affiliates may not transfer any VoiceStream 
voting preferred shares. Deutsche Telekom may sell or transfer any VoiceStream  
common shares it owns, including shares acquired on conversion of voting        
preferred shares, as follows:                                                   

    - Deutsche Telekom may transfer its VoiceStream common shares, but not its
  rights and obligations under the investor agreement, to any buyer or
transferee; or                                                    

     - Deutsche Telekom may transfer its VoiceStream common shares together with
       its rights and obligations under the investor agreement to any transferee
that is more than 40% owned by Deutsche Telekom, of which Deutsche
     Telekom and its affiliates are the largest shareholder and which agrees
    to be bound by the investor agreement, or to any other transferee if a
   majority of the directors of VoiceStream who are not Deutsche Telekom
designees approve the transfer.                                   

  Partial Pre-emptive Rights.  If VoiceStream proposes to issue any voting
equity securities, Deutsche Telekom will have the right to purchase a portion of
those securities up to the percentage, calculated on a fully diluted basis, of  
VoiceStream common shares owned by Deutsche Telekom at the time of the proposed 
offering, on the terms and conditions VoiceStream proposes to offer those       
securities to other persons. Deutsche Telekom's preemptive rights do not apply  
to an issuance of equity securities by VoiceStream in connection with a stock   
dividend, merger, employee stock option or public offering.                     

Registration Rights.  VoiceStream has granted registration rights to  
Deutsche Telekom with respect to any VoiceStream common shares Deutsche Telekom 
acquires on conversion of the VoiceStream voting preferred shares or otherwise. 
If the Deutsche Telekom/VoiceStream merger agreement is terminated, then        
beginning 45 days after termination Deutsche Telekom will have the right to     
demand registration of                                                          

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its shares on up to eight occasions as long as each occasion relates to         
registration of shares having a minimum aggregate sales price of $25 million.   
Deutsche Telekom may make no more than two demands in any 12-month period.      
Deutsche Telekom also has the right to an unlimited number of piggyback         
registrations, subject to customary cutback provisions.                         

FIRST AMENDED AND RESTATED VOTING AGREEMENT                                     

The principal stockholders of VoiceStream are parties to an existing  
agreement which governs their voting of VoiceStream securities. In connection   
with Deutsche Telekom's agreement to purchase VoiceStream voting preferred      
shares, the parties to the existing voting agreement and Deutsche Telekom       
entered into the First Amended and Restated Voting Agreement, dated as of July  
23, 2000. On December 27, 2000, TDS assigned to TDSI, its wholly-owned          
subsidiary, and TDSI assumed, the existing voting agreement and the amended     
voting agreement. The amended voting agreement will become effective if Deutsche
Telekom converts all of its VoiceStream voting preferred shares into VoiceStream
common shares, which can only happen if the Deutsche Telekom/VoiceStream merger 
agreement is terminated. We summarize the material terms of the amended voting  
agreement below, and this summary is qualified in its entirety by reference to  
the text of the agreement, a copy of which has been filed as an exhibit to      
Deutsche Telekom's and VoiceStream's respective registration statements and is  
incorporated herein by reference.                                               

  The amended voting agreement will provide that the parties will agree to
vote their VoiceStream common shares for the election of a VoiceStream board of 
directors consisting of 19 members, subject to adjustments, designated as       
follows:                                                                        

(1)  Mr. Stanton, as long as he is the chief executive officer of     
VoiceStream;                                                

(2) One member designated by Mr. Stanton, so long as he, or entities  
       affiliated with him, beneficially owns at least 4,500,000 VoiceStream
common shares;                                                

(3)  Four members designated by Hutchison PCS (USA) and its affiliated
          entities, which may be increased or decreased depending upon increases
  or reductions in Hutchison PCS (USA)'s percentage ownership of
       outstanding VoiceStream common shares, including VoiceStream common
shares issuable to Hutchison PCS (USA) upon conversion of   
VoiceStream's 2.5% convertible junior preferred shares;     

(4)  One member designated by The Goldman Sachs Group, Inc. and its   
affiliated entities, so long as the Goldman Sachs entities  
  beneficially own at least 4,500,000 VoiceStream common shares;

(5)  Four members who were members of the Omnipoint board of directors
         prior to VoiceStream's acquisition of Omnipoint and who were selected
      by Omnipoint to serve during the period from the completion of the
         Omnipoint acquisition until the second annual meeting of stockholders
        of VoiceStream following the completion of VoiceStream's acquisition
         of Omnipoint. Omnipoint has designated the following persons to serve
          as directors: Douglas G. Smith, Richard L. Fields, James N. Perry, Jr.
and James J. Ross;                                          

(6)  One member designated by Sonera Corporation and its affiliated   
        entities, subject to the approval of VoiceStream, which approval may
        not be unreasonably withheld, so long as Sonera Corporation entities
     beneficially own at least 4,500,000 VoiceStream common shares. If
        Sonera Corporation beneficially owns more than 9,800,000 VoiceStream
          common shares and Telephone & Data Systems beneficially owns less than
   4,500,000 VoiceStream common shares, Sonera Corporation will be
entitled to designate two directors;                        

   (7)  One member designated by Telephone & Data Systems and its affiliated
         entities who is not affiliated with Telephone & Data Systems, subject
          to the approval of VoiceStream, which approval may not be unreasonably
withheld, so long as the Telephone & Data Systems entities  
     beneficially own at least 4,500,000 VoiceStream common shares. If
  Telephone & Data Systems beneficially owns more than 9,800,000
      VoiceStream common shares and Sonera Corporation beneficially owns
   less than 4,500,000 VoiceStream common shares, Telephone & Data
Systems will be entitled to designate two directors;        

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(8)  Two members designated by Deutsche Telekom and its affiliated    
        entities, subject to the approval of VoiceStream, which approval may
          not be unreasonably withheld, so long as the Deutsche Telekom entities
     beneficially own at least 9,800,000 VoiceStream common shares. If
     Deutsche Telekom beneficially owns at least 4,500,000 VoiceStream
    common shares but less than 9,800,000 VoiceStream common shares,
     Deutsche Telekom will be entitled to designate only one director;

(9) The then President of VoiceStream;                                

(10) The then Vice Chairman of VoiceStream; and                       

(11) The remaining members, if any, of the board to be selected by a  
         majority of the persons designated as described in (1), (2), (4), (9)
and (10) above.                                             

In connection with the VoiceStream/Powertel merger, the largest of    
VoiceStream's principal stockholders, including Deutsche Telekom, entered in    
agreements, described in more detail under "Summary of Deutsche Telekom/Powertel
and VoiceStream/Powertel Transaction Documents -- VoiceStream's Agreements with 
Stockholders of Powertel," providing that the stockholders who are parties to   
those agreements will vote the VoiceStream common shares, or in the case of     
Deutsche Telekom, voting preferred shares, they own in favor of the election to 
the VoiceStream board of directors of one nominee chosen by Powertel and        
acceptable to VoiceStream. These agreements will not be effective until the     
Deutsche Telekom/VoiceStream merger is terminated and the VoiceStream/Powertel  
merger is completed.                                                            

AGREEMENTS WITH JOINT VENTURE PARTNERS OF VOICESTREAM                           

     In connection with the execution of the Deutsche Telekom/VoiceStream merger
agreement, Deutsche Telekom and VoiceStream entered into agreements with some of
VoiceStream's joint venture partners. We summarize the material terms of these  
agreements below, and this summary is qualified in its entirety by reference to 
the text of the agreements summarized, copies of which have been filed as       
exhibits to Deutsche Telekom's and VoiceStream's respective registration        
statements and are incorporated herein by reference.                            

   Under agreements with two wholly-owned subsidiaries of Cook Inlet Region,
Inc., with affiliates of Providence Equity Partners Inc. and with SSPCS         
Corporation, Deutsche Telekom agreed to assume on the date the Deutsche         
Telekom/VoiceStream merger is completed various VoiceStream obligations relating
to Cook Inlet Region's, Providence's and SSPCS' rights to exchange certain      
partnership and limited liability company interests for VoiceStream common      
shares. The subsidiaries of Cook Inlet Region and SSPCS exchanged their         
interests for VoiceStream common shares in December 2000. In connection with the
exchange, Cook Inlet Region entered into a separate voting agreement, to vote   
the VoiceStream common shares it acquired as a result of this exchange in favor 
of the Deutsche Telekom/VoiceStream merger.                                     

In connection with the Deutsche Telekom/VoiceStream merger agreement, 
Providence also entered into an agreement with VoiceStream and Western Wireless 
amending an existing agreement under which Providence had a right to exchange   
certain partnership interests for Western Wireless common shares. In the new    
agreement, VoiceStream and Western Wireless agreed to purchase for $20 million  
Providence's right to exchange for Western Wireless common shares and granted   
Providence the right to exchange its partnership interests for 321,334          
VoiceStream common shares. Providence also entered into an exchange rights      
agreement with VoiceStream that amended a prior agreement pursuant to which     
Providence had the right to exchange its membership interest in a certain       
limited liability company into a variable number of VoiceStream common shares,  
based on the fair market value of Providence's membership interest at the time  
of the exchange. The new exchange rights agreement fixes the number of          
VoiceStream common shares Providence would receive for its limited liability    
company interest at 4,000,000 VoiceStream common shares.                        

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SUMMARY OF DEUTSCHE TELEKOM/POWERTEL AND VOICESTREAM/POWERTEL TRANSACTION 
DOCUMENTS 

THE DEUTSCHE TELEKOM/POWERTEL MERGER AGREEMENT                                  

The following is a summary of the material provisions of the Deutsche 
Telekom/Powertel merger agreement. This summary is qualified in its entirety by 
reference to the Deutsche Telekom/Powertel merger agreement, a copy of which is 
attached as Annex B to this proxy statement/prospectus and incorporated herein  
by reference. Powertel stockholders are urged to read the Deutsche              
Telekom/Powertel merger agreement in its entirety, as it is the legal document  
governing the Deutsche Telekom/Powertel merger.                                 

The Deutsche Telekom/Powertel Merger                                        

    A Delaware corporation formed by Deutsche Telekom will merge with and into
Powertel, and, as a result, Powertel will become a wholly-owned subsidiary of   
Deutsche Telekom.                                                               

Effective Time and Timing of Closing                                        

     The Deutsche Telekom/Powertel merger will be completed and become effective
when Powertel files a certificate of merger with the Secretary of State of the  
State of Delaware or at such later time as is specified in the certificate of   
merger in accordance with Delaware law. We expect the Deutsche Telekom/Powertel 
merger to become effective on the same day as the closing of the Deutsche       
Telekom/ Powertel merger. The closing of the Deutsche Telekom/Powertel merger   
will take place on the later of:                                                

- May 31, 2001; and                                                   

- the fifth business day after the conditions to the Deutsche         
   Telekom/Powertel merger have been satisfied or waived, or on such other
date as Deutsche Telekom and Powertel may agree.                    

In addition, on the closing date of the Deutsche Telekom/Powertel merger or as  
soon as possible after the closing date, Deutsche Telekom and Powertel will     
undertake a number of additional actions, including making filings with         
regulatory and stock exchange authorities, necessary to permit the issuance of  
the merger consideration under German laws and regulations and the rules of the 
Frankfurt Stock Exchange.                                                       

Consideration To Be Received in the Deutsche Telekom/Powertel Merger        

    In the Deutsche Telekom/Powertel merger, holders of Powertel common shares
will receive 2.6353 Deutsche Telekom shares for each of their Powertel common   
shares. We refer to the number of Deutsche Telekom shares to be received for    
each Powertel common share as the "common share exchange ratio". Holders of     
Powertel's Series A preferred shares and Series B preferred shares will receive 
121.9294 Deutsche Telekom shares for each of their Powertel Series A preferred  
shares and Series B preferred shares. Holders of Powertel's Series D preferred  
shares will receive 93.0106 Deutsche Telekom shares for each of their Powertel  
Series D preferred shares. Holders of Powertel's Series E preferred shares and  
Series F preferred shares will receive 179.5979 Deutsche Telekom shares for each
of their Powertel Series E preferred shares and Series F preferred shares, plus 
a number of Deutsche Telekom shares equal to the product of:                    

     - the number of Powertel common shares representing accrued or declared but
     unpaid dividends on each Powertel Series E or Series F preferred share,
calculated as if the date of the completion of the Deutsche       
Telekom/Powertel merger were a dividend payment date multiplied by

- the common share exchange ratio.                                    

  All of the exchange ratios described above are subject to adjustments as
described below. We refer to the number of Deutsche Telekom shares a Powertel   
stockholder, optionholder or warrantholder will receive in the Deutsche         
Telekom/Powertel merger in exchange for its Powertel common shares, preferred   
shares, warrants or options, as the case may be, as an "exchange ratio". The    
exchange ratios applicable to the                                               

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outstanding Powertel preferred shares, options and warrants are based on the    
number of Deutsche Telekom shares a holder of those Powertel preferred shares,  
options or warrants would have received in the Deutsche Telekom/Powertel merger 
had such holder converted its Powertel preferred shares into Powertel common    
shares or exercised its Powertel options or warrants for Powertel common shares 
on the date of the Deutsche Telekom/Powertel merger agreement. As discussed more
fully below, the exchange ratio with respect to a particular class of Powertel  
shares, options or warrants is a fixed number of Deutsche Telekom shares, but is
subject to adjustments.                                                         

  You will receive Deutsche Telekom shares in the form of Deutsche Telekom
ADSs, which trade principally on the NYSE under the symbol "DT", or, if you     
prefer, in the form of Deutsche Telekom ordinary shares, which are traded on the
Frankfurt Stock Exchange under the symbol "DTE".                                

   Adjustments to Exchange Ratios if Maximum Share Amount is Exceeded.  Each
exchange ratio was determined assuming that at the time the Deutsche            
Telekom/Powertel merger is completed, the aggregate number of Powertel common   
shares outstanding on a fully diluted basis and adjusted for specific           
commitments to issue Powertel common shares, excluding Powertel common shares   
issuable as dividends after August 26, 2000 on Series E preferred shares and    
Series F preferred shares, will not exceed the "maximum share amount." In this  
document we refer to this aggregate number of Powertel common shares as the     
"adjusted fully diluted shares amount." The maximum share amount is 55,742,000  
or, if the stock dividend permitted under the Deutsche Telekom/Powertel merger  
agreement is paid, 56,160,000, and may be reduced as set forth in the Deutsche  
Telekom/Powertel merger agreement. Each exchange ratio is subject to adjustment 
in the event that the adjusted fully diluted shares amount as of the date the   
Deutsche Telekom/Powertel merger is completed exceeds the maximum share amount. 
In the event of an adjustment, the effect will be to cap the number of Deutsche 
Telekom shares that will be issued in the Deutsche Telekom/Powertel merger and  
to reduce the number of Deutsche Telekom shares to be received by Powertel      
stockholders, optionholders and warrantholders in the Deutsche Telekom/Powertel 
merger in exchange for each of their Powertel common shares or Powertel         
preferred shares, as the case may be. We illustrate below how the adjustment    
mechanism will be used.                                                         

  - Step 1. Derive the adjusted fully diluted shares amount:  The adjusted
 fully diluted shares amount is the sum of the number of outstanding
     Powertel common shares, less the number of shares issuable as dividends
 after August 26, 2000 on the Series E preferred shares and Series F
preferred shares, plus                                            

       -- the number of Powertel common shares issuable upon conversion of the
Powertel preferred shares;                                

-- the number of Powertel common shares issuable pursuant to the
exercise of Powertel stock options and Powertel warrants; 

     -- the number of Powertel common shares issuable pursuant to Powertel
restricted stock awards;                                  

-- the number of Powertel common shares issuable pursuant to the
       exercise of the put rights held by Sonera Holding B.V. and Eliska
  Wireless Investors, unless such rights have been terminated;

      -- the number of Powertel common shares issuable pursuant to the stock
         purchase agreement between Powertel and Sonera Holding B.V., unless
this stock purchase agreement has been terminated;        

-- the number of Powertel common shares issuable pursuant to the
        exercise of 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 any Powertel shares; and          

 -- the number of any other Powertel common shares outstanding and
      Powertel common shares issuable pursuant to any other securities
outstanding, which are convertible into, or exercisable or
exchangeable for, Powertel common shares.                 

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- Step 2. Derive the adjustment factor:  The adjustment factor is a   
      fraction (a) the numerator of which is 55,742,000, as it may be adjusted
    in accordance with the Deutsche Telekom/Powertel merger agreement, and
       (b) the denominator of which is the adjusted fully diluted shares amount.

     - Step 3. Derive the adjusted exchange ratios:  Each exchange ratio will be
  reduced by multiplying such exchange ratio by the adjustment factor.

- Step 4. Derive the adjusted stock consideration:  Each outstanding  
 Powertel common share, each Powertel common share issuable upon the
      exercise of outstanding Powertel warrants and Powertel stock options and
  each Powertel preferred share will then be converted in the Deutsche
    Telekom/Powertel merger into the right to receive a number of Deutsche
     Telekom shares equal to the adjusted exchange ratio calculated pursuant
to Step 3.                                                        

   Example.  If the adjusted fully diluted shares amount exceeds 55,742,000,
as it may be adjusted in accordance with the Deutsche Telekom/Powertel merger   
agreement, we would calculate the number of Deutsche Telekom shares into which  
each Powertel share will be converted as illustrated above. Assuming that the   
adjusted fully diluted shares amount is 55,795,000, then the adjustment factor  
would be 0.9991. If you own 100 Powertel common shares under these              
circumstances, you would receive the amount of Deutsche Telekom shares equal to 
2.6353 multiplied by 0.9991, multiplied by the number of shares you hold, or    
100, for a total of 263 shares, plus cash for 0.29 of a Deutsche Telekom share. 

   Powertel stockholders will not receive fractional Deutsche Telekom shares
and instead will receive a cash payment representing the net proceeds from the  
sale of the fractional Deutsche Telekom shares. The treatment of fractional     
Deutsche Telekom shares is described under "-- Election and Exchange of         
Certificates Representing Powertel Shares."                                     

Adjustment in Connection with Permitted Dividends                           

    Under the Deutsche Telekom/Powertel merger agreement, Powertel may declare
and pay before the completion of the Deutsche Telekom/Powertel merger a stock   
dividend of not more than 0.0075 of a Powertel common share for each Powertel   
common share outstanding. The conversion or exercise terms of Powertel's or its 
subsidiaries' options, warrants, preferred securities or other rights or        
securities convertible into Powertel common shares will be adjusted according to
the terms of the documents governing those securities.                          

If Powertel declares and pays a stock dividend of 0.0075 of a Powertel
common share for each outstanding Powertel common share prior to the completion 
of the Deutsche Telekom/Powertel merger, the exchange ratios of the Powertel    
preferred shares will be adjusted as follows:                                   

  - Holders of Powertel's Series A preferred shares and Series B preferred
  shares will receive 122.8439 Deutsche Telekom shares for each of their
Powertel Series A preferred shares and Series B preferred shares.   

- Holders of Powertel's Series D preferred shares will receive 93.7082
 Deutsche Telekom shares for each of their Powertel Series D preferred
shares.                                                             

  - Holders of Powertel's Series E preferred shares and Series F preferred
  shares will receive 180.9449 Deutsche Telekom shares for each of their
    Powertel Series E preferred shares and Series F preferred shares, plus a
number of Deutsche Telekom shares equal to the product of:          

        -- the number of Powertel common shares representing accrued or declared
        but unpaid dividends on each Powertel Series E or Series F preferred
      share, calculated as if the date of the completion of the Deutsche
      Telekom/Powertel merger were a dividend payment date multiplied by

-- the common share exchange ratio.                             

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Other Potential Adjustments.  The amount and form of the merger       
consideration will be adjusted in the event that before the completion of the   
Deutsche Telekom/Powertel merger:                                               

 - a reclassification, split-up, stock-split, reverse stock-split, stock
    dividend, stock combination, recapitalization, redenomination of share
  capital, merger or similar transaction or an exchange offer causes a
       change to the Deutsche Telekom ordinary shares outstanding, or the number
       of Deutsche Telekom ordinary shares represented by a Deutsche Telekom ADS
is changed; or                                                    

     - all of the outstanding Deutsche Telekom ordinary shares, or more than 80%
of the outstanding Deutsche Telekom ordinary shares pursuant to an
     exchange offer for all outstanding Deutsche Telekom shares, are changed
    into or exchanged for a different number or kind of shares of Deutsche
   Telekom, or into shares of another entity owning more than 80% of the
Deutsche Telekom ordinary shares.                                 

For example, if prior to completion of the Deutsche Telekom/Powertel  
merger, Deutsche Telekom, in order to facilitate future acquisitions, were to   
establish a new German holding company that acquired through an exchange offer  
more than 80% of the outstanding Deutsche Telekom shares, holders of Powertel   
common shares would receive shares of the new holding company instead of        
Deutsche Telekom shares in the Deutsche Telekom/Powertel merger.                

Treatment of Powertel Warrants                                              

If any of the warrants granted pursuant to the warrant agreement dated
February 7, 1996 between Powertel and Bankers Trust Company, as warrant agent,  
have not been exercised before the Deutsche Telekom/Powertel merger becomes     
effective and a holder of warrants becomes entitled, upon exercise of the       
warrants, to the merger consideration at any time after the Deutsche            
Telekom/Powertel merger, any Deutsche Telekom ordinary shares to which such     
holder becomes entitled will be issued from a special trust established for the 
benefit of such warrant holders. Any cash to which such holder becomes entitled 
will be paid by Deutsche Telekom.                                               

Treatment of Eliska Put Rights                                              

  If Sonera Holding B.V. or Eliska Wireless Investors, who we collectively
refer to as the "Eliska Partners," receive Powertel common shares before the    
Deutsche Telekom/Powertel merger is completed as a result of exercising their   
rights to exchange interests in an affiliate of Eliska Wireless for Powertel    
common shares, such Eliska Partners will have all the rights with respect to    
those Powertel common shares which a Powertel stockholder has.                  

 To the extent that any of the Eliska Partners has not received Powertel
common shares before the Deutsche Telekom/Powertel merger is completed in       
respect of their exchange rights, those Eliska Partners will be entitled to     
receive the consideration that they are entitled to receive pursuant to their   
exchange rights.                                                                

To the extent that any of the Eliska Partners are entitled to receive 
Deutsche Telekom shares on or after the date the Deutsche Telekom/Powertel      
merger is completed, the Deutsche Telekom shares will be delivered from a       
special trust established for the benefit of such Eliska Partners, and any cash 
to which such Eliska Partners become entitled will be paid by Deutsche Telekom. 

Election and Exchange of Certificates Representing Powertel Shares          

   Deutsche Telekom will appoint an escrow agent to serve in connection with
the Deutsche Telekom/Powertel merger. Shortly after the Deutsche                
Telekom/Powertel merger is completed, Deutsche Telekom and Powertel intend to   
mail, or cause the escrow agent to mail, to each registered holder of Powertel  
common shares and Powertel preferred shares a letter of transmittal which the   
holder must properly complete and deliver to the escrow agent with the holder's 
stock certificates.                                                             

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  The escrow agent will exchange certificates representing Powertel shares
for American depositary receipts representing Deutsche Telekom ADSs or, if a    
Powertel stockholder properly elects, certificates representing Deutsche Telekom
ordinary shares. The letter of transmittal mailed to Powertel stockholders will 
contain an "ordinary share election" form which can be used by a stockholder to 
elect to receive merger consideration in Deutsche Telekom ordinary shares.      

  After a record holder of Powertel shares delivers certificates for those
shares and a properly completed letter of transmittal to the escrow agent, the  
escrow agent will deliver to the holder:                                        

  - the number of whole Deutsche Telekom ADSs or Deutsche Telekom ordinary
     shares included in the merger consideration in respect of such Powertel
shares; and                                                       

- after giving effect to any required tax withholdings, a check in the
amount of:                                                        

      -- cash in lieu of any fractional interest in Deutsche Telekom ADSs or
         Deutsche Telekom ordinary shares on the terms described below, plus

    -- any cash dividends or other distributions that the holder has the
          right to receive, including dividends or other distributions payable
      with respect to the holders of Deutsche Telekom ADSs or Deutsche
        Telekom ordinary shares with a record date after the completion of
          the Deutsche Telekom/Powertel merger and a payment date on or before
          the date the holder properly delivers Powertel stock certificates to
the escrow agent.                                         

The escrow agent will not deliver fractional Deutsche Telekom ADSs or 
fractional Deutsche Telekom ordinary shares in connection with the Deutsche     
Telekom/Powertel merger. Instead, each holder of Powertel shares exchanged in   
the Deutsche Telekom/Powertel merger who would otherwise have received a        
fraction of a Deutsche Telekom ADS or Deutsche Telekom ordinary share will be   
entitled to receive a cash payment representing that holder's proportionate     
interest in the net proceeds from the sale by the escrow agent of the aggregate 
of the fractions of Deutsche Telekom ADSs and Deutsche Telekom ordinary shares  
that would otherwise be issued. The escrow agent will execute the sale of those 
Deutsche Telekom ADSs and Deutsche Telekom ordinary shares on the NYSE and the  
Frankfurt Stock Exchange, respectively. Deutsche Telekom will pay all           
commissions, transfer taxes and out-of-pocket costs, including the expenses and 
compensation of the escrow agent, incurred in connection with the sale of the   
Deutsche Telekom ADSs and Deutsche Telekom ordinary shares.                     

    Powertel shares that are surrendered to the escrow agent will be canceled.
No interest will be paid or accrued on any amount payable to holders of Powertel
shares. In addition, no holder of Powertel shares will receive any dividends or 
other distributions with respect to Deutsche Telekom ADSs or Deutsche Telekom   
ordinary shares to which the holder is entitled under the Deutsche              
Telekom/Powertel merger agreement until that holder's Powertel stock certificate
is surrendered to the escrow agent with a properly completed letter of          
transmittal.                                                                    

    If any Deutsche Telekom ADSs or Deutsche Telekom ordinary shares are to be
delivered to a person other than the registered holder of the Powertel shares   
represented by the certificates surrendered to the escrow agent:                

    - those Powertel stock certificates must be properly endorsed or otherwise
be in proper form for transfer; and                               

- the person requesting the delivery must pay to the escrow agent any 
  transfer or other taxes required as a result of delivery to a person
       other than the registered holder, or establish to the satisfaction of the
escrow agent that such tax has been paid or is not payable.       

Treatment of Powertel Options and Restricted Stock                          

  Powertel Options.  If the Deutsche Telekom/Powertel merger is completed,
each outstanding Powertel stock option will be converted into an option to      
acquire, from a trust established for the benefit of holders of Powertel stock  
options, that number of Deutsche Telekom shares determined by multiplying the   

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maximum number of Powertel common shares subject to the Powertel stock option by
the Powertel common share exchange ratio, rounded if necessary to the nearest   
whole Deutsche Telekom ordinary share. The Powertel common share exchange ratio 
is subject to adjustment as described under "-- Consideration To Be Received in 
the Deutsche Telekom/Powertel Merger." The exercise price per Deutsche Telekom  
ordinary share for each of these options will be the exercise price per Powertel
common share applicable to that option immediately prior to the completion of   
the Deutsche Telekom/ Powertel merger divided by the common share exchange      
ratio. The replacement options will generally have the same terms and conditions
as were applicable under the Powertel option plans.                             

Powertel Restricted Stock.  At the time the Deutsche Telekom/Powertel 
merger is completed, the Powertel restricted stock plan will terminate and any  
unvested Powertel restricted stock awards will become fully vested, except as   
otherwise provided in the individual restricted stock award agreements.         

Dissenting Shares                                                           

    If appraisal rights for any Powertel preferred shares are perfected by any
holder of preferred shares, then those shares will be treated as described under
"The Deutsche Telekom/Powertel Merger and the VoiceStream/Powertel              
Merger -- Appraisal Rights."                                                    

Representations and Warranties                                              

The Deutsche Telekom/Powertel merger agreement contains a number of   
representations and warranties made by Powertel and Deutsche Telekom to each    
other, including those regarding:                                               

- due organization, good standing and qualification;                  

- capital structure;                                                  

  - corporate authority to enter into the Deutsche Telekom/Powertel merger
  agreement and lack of conflicts with corporate governance documents,
contracts or laws;                                                

- governmental filings;                                               

  - accuracy of SEC reports, financial statements and information provided
      for inclusion in this document and certain other filings by the parties;

  - absence of certain material changes or events since December 31, 1999;

- permits and licenses;                                               

- compliance with laws;                                               

- tax matters, including the absence of facts inconsistent with the   
       qualification of the Deutsche Telekom/Powertel merger as a reorganization
under Section 368(a) of the U.S. tax code;                        

- absence of undisclosed liabilities and pending litigation;          

- finders' or brokers' fees; and                                      

- the vote necessary to approve the Deutsche Telekom/Powertel merger  
agreement.                                                        

In addition, Powertel made representations and warranties to Deutsche 
Telekom as to:                                                                  

- employee benefit plans;                                             

- employees and employment practices;                                 

- Section 203 of the Delaware General Corporation Law and other       
    anti-takeover laws enacted under Georgia or Delaware law applicable to
Powertel;                                                         

- intellectual property;                                              

- the receipt of a fairness opinion from a financial advisor;         

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- material contracts; and                                             

- absence of affiliate transactions.                                  

In addition, the Deutsche Telekom/Powertel merger agreement contains            
representations and warranties made by the merger subsidiary to Powertel        
regarding some of the above matters.                                            

Conduct of Business Pending the Deutsche Telekom/Powertel Merger            

Covenants of Powertel.  Except as contemplated by the Deutsche        
Telekom/Powertel merger agreement or the VoiceStream/Powertel merger agreement, 
Powertel has agreed that, until the earlier of the completion of the Deutsche   
Telekom/Powertel merger or the termination of the Deutsche Telekom/Powertel     
merger agreement, it will carry on its and its subsidiaries' business in the    
ordinary course in all material respects. Until the Deutsche Telekom/Powertel   
merger is completed or the Deutsche Telekom/Powertel merger agreement is        
terminated, Powertel and its subsidiaries will not take the actions listed in   
the Deutsche Telekom/Powertel merger agreement, which includes the following    
actions, without Deutsche Telekom's prior written consent, except under limited 
exceptions specified in the Deutsche Telekom/Powertel merger agreement:         

    - declare, set aside or pay dividends on, or make distributions in respect
 of, Powertel shares or split, combine or reclassify any outstanding
Powertel shares;                                                  

- redeem or repurchase any Powertel shares, except as required by     
  Powertel's certificate of incorporation or the Powertel stock option
plans;                                                            

- issue, deliver, pledge, sell or encumber any Powertel shares or any 
options or other rights to acquire those shares;                  

- Important Exception:                                              

    -- Powertel may issue Powertel common shares upon the closing of the
        acquisition of substantially all of the assets of DiGiPH PCS, Inc.
   and its affiliates by Eliska Wireless Ventures, which in this
           document we refer to as the "DiGiPH transaction," and the performance
  of the agreements entered into in connection with the DiGiPH
          transaction, including the stock purchase agreement between Powertel
           and Sonera Holding B.V., the put agreement dated May 30, 2000 between
         Powertel, Eliska Wireless Investors and Sonera Holding B.V. and the
          put agreement dated May 30, 2000 between Powertel and Sonera Holding
     B.V.; or otherwise pursuant to previously disclosed contractual
 obligations existing prior to the execution of the Deutsche
Telekom/Powertel merger agreement; and                    

     -- Powertel may issue rights to acquire Powertel shares and may issue
         shares pursuant to such rights for an aggregate of 575,000 Powertel
        common shares pursuant to annual incentive grants, grants to newly
  hired employees and grants to be made pursuant to the DiGiPH
transaction;                                              

   - adopt, amend or propose to amend any stockholder rights plan or related
rights plan;                                                      

     - acquire any business, corporation or partnership, or substantially all of
the assets of any of the foregoing;                               

- Important Exceptions:                                           

         -- Powertel is permitted to enter into acquisition transactions which
        involve individually, or in the aggregate, a purchase price of
$500,000 or less without Deutsche Telekom's consent;  

       -- Powertel is permitted to make capital expenditures in accordance
         with its capital budget for the fiscal years 2000 and 2001; and

         -- Powertel may enter into transactions in connection with the DiGiPH
transaction;                                          

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     - authorize or make capital expenditures other than those for less than the
    aggregate annual amount contained in Powertel's capital budget for the
years 2000 and 2001:                                              

- sell, lease, encumber or otherwise dispose of any of its assets;    

    - enter into employment or severance agreements with, or establish any new
    benefit plan, other than in the ordinary course of business consistent
   with its past practice or amend any existing Powertel benefit plan or
take any action inconsistent with the cash bonus, retention bonus,
      incentive bonus, severance, equity awards and other plans set out in the
     Deutsche Telekom/Powertel merger agreement, which are described in more
detail below;                                                     

- increase the compensation or reimbursement allowances payable to an 
officer or director;                                              

   - make any awards under an existing Powertel benefit plan for the benefit
    of any director, officer or employee, except in the ordinary course of
business consistent with past practices;                          

  - except as required by a change in law or U.S. GAAP, make any change in
its method of accounting or its fiscal year;                      

- enter into, modify or amend in any material respect or terminate any
    material contract or agreement to which Powertel is a party, or waive,
release or assign any material rights or claims;                  

- amend any term of any of its outstanding securities in any material 
respect;                                                          

- adopt a plan or agreement of complete or partial liquidation,       
    dissolution, merger, consolidation, restructuring, recapitalization or
other material reorganization;                                    

    - incur or guarantee material indebtedness, including refinancing existing
indebtedness;                                                     

    - create, incur, assume or allow to exist material liens upon any property
       or assets, except for liens arising in the ordinary course of business or
to secure indebtedness or arising by operation of law;            

- guaranty any indebtedness, leases, dividends or other third party   
obligations;                                                      

  - make any loan or capital contributions to or investment in any person,
other than loans, capital contributions or investments made in the
    ordinary course of business, as required in connection with the DiGiPH
transaction, or made to wholly-owned subsidiaries;                

 - enter into any agreement that materially restricts Powertel, or after
 completion of the Deutsche Telekom/Powertel merger could materially
     restrict Deutsche Telekom or the surviving corporation from engaging in
the business of providing wireless telecommunications services or 
      developing wireless telecommunications technology anywhere in the world,
or otherwise from engaging in any other business;                 

 - settle, or propose to settle, any material litigation, investigation,
arbitration, proceeding or other claim;                           

     - make any material tax election or enter into any settlement or compromise
of any material tax liability;                                    

    - take action that could reasonably be expected to make any representation
or warranty of Powertel under the Deutsche Telekom/Powertel merger
    agreement inaccurate and have a material adverse effect on Powertel at
the completion of the Deutsche Telekom/Powertel merger;           

   - adopt, amend or propose to amend any Powertel benefit plans or make any
       discretionary contributions to any Powertel benefit plan which is also an
   "employee pension benefit plan" or "employee welfare benefit plan" as
defined in the Employee Retirement Income Security Act of 1974, as
      amended, other than as required by law or as may be required to maintain
compliance with the U.S. tax code and except for other limited    
exceptions;                                                       

   - file any amended tax returns if the result would be a material increase
in Powertel's tax liability;                                      

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 - take action that would reasonably be expected to materially impair or
delay obtaining the necessary regulatory approvals to complete the
Deutsche Telekom/Powertel merger;                                 

    - take any action that would be reasonably likely to prevent or impede the
  Deutsche Telekom/Powertel merger from qualifying as a reorganization
    under Section 368(a) of the U.S. tax code or cause the stockholders of
      Powertel to recognize gain in the Deutsche Telekom/Powertel merger under
Section 367(a)(1) of the U.S. tax code;                           

   - take any action that would cause the Powertel common shares to cease to
be quoted on the Nasdaq Stock Market;                             

 - during the five business days prior to the completion of the Deutsche
 Telekom/Powertel merger, take or omit to take any action that could
   increase the number of Powertel shares outstanding on a fully diluted
basis; and                                                        

- enter into any contract, agreement or arrangement to do any of the  
foregoing.                                                        

Covenants of Deutsche Telekom.  Except as contemplated by the Deutsche
Telekom/Powertel merger agreement, Deutsche Telekom has agreed that until the   
Deutsche Telekom/Powertel merger is completed, Deutsche Telekom and its         
subsidiaries will not take the actions listed in the Deutsche Telekom/Powertel  
merger agreement, which includes the following actions, without Powertel's prior
written consent:                                                                

- except for the purpose of using or increasing Deutsche Telekom's    
       authorized capital or as necessary for the conduct of its business, amend
or propose to amend the Memorandum and Articles of Association or 
    Management Board Rules of Procedure or other comparable organizational
 document of Deutsche Telekom in any manner that would be adverse to
Powertel or its stockholders;                                     

- take action that would be reasonably likely to prevent or impede the
  Deutsche Telekom/Powertel merger from qualifying as a reorganization
      under Section 368(a) of the U.S. tax code or cause Powertel stockholders
     to recognize gain in the Deutsche Telekom/Powertel merger under Section
367(a)(1) of the U.S. tax code; or                                

- take action that would reasonably be likely to materially adversely 
       affect or materially adversely delay the ability of the parties to obtain
any required regulatory approval or to complete the transactions  
contemplated by the Deutsche Telekom/Powertel merger agreement.   

         - Important Exception:  Deutsche Telekom may make acquisitions as
           long as the acquisitions, individually or in the aggregate, are
             not reasonably likely to prevent the consummation of the Deutsche
Telekom/Powertel merger.                            

Offers for Alternative Transactions                                         

Powertel has agreed not to, has agreed not to permit any of its       
subsidiaries to, has agreed not to authorize or permit any of its or their      
respective officers, directors or employees to, and has agreed to use its       
reasonable efforts to cause its advisors and representatives not to:            

 - solicit, initiate or knowingly encourage, or knowingly take any other
  action designed to facilitate, any alternative transaction, which we
define below, to the Deutsche Telekom/Powertel merger; or         

    - continue or participate in any discussions or negotiations regarding any
alternative transaction to the Deutsche Telekom/Powertel merger.  

   However, if at any time before Powertel stockholders approve the Deutsche
Telekom/Powertel merger, Powertel receives an unsolicited proposal for an       
alternative transaction, then Powertel may, after giving Deutsche Telekom three 
business days advance notice:                                                   

- furnish information with respect to Powertel pursuant to a          
    confidentiality agreement substantially similar to the confidentiality
agreement in place between Powertel and Deutsche Telekom; and     

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  - engage in discussions and negotiations with the persons that made such
proposal;                                                         

but only if:                                                                    

- the Powertel board of directors has determined in good faith, after 
      receiving advice from outside counsel, that providing information to the
  third party or participating in negotiations or discussions could be
   reasonably expected to result in a superior proposal, which we define
below, being made; and                                            

  - Powertel is not otherwise in breach of its obligations described above
not to solicit or engage in discussions regarding an alternative  
transaction.                                                      

Important Definitions:                                                      

"alternative transaction" means any of the following:                 

  - a transaction or series of transactions in which any third party would
       acquire, directly or indirectly, beneficial ownership of more than 20% of
       the outstanding Powertel shares or pursuant to a tender offer or exchange
offer;                                                            

  - any acquisition of or business combination with Powertel or any of its
     significant subsidiaries, by a merger or other business combination; or

- any transaction in which any third party would acquire, directly or 
      indirectly, control of assets of Powertel or any of its subsidiaries for
       consideration equal to 20% or more of the fair market value of all of the
outstanding Powertel shares.                                      

An alternative transaction does not include the acquisition of Powertel by      
VoiceStream pursuant to the VoiceStream/Powertel merger agreement.              

    "superior proposal" means any proposal made by a third party to enter into
an alternative transaction which the Powertel board of directors determines in  
its good faith judgment, based on, among other things, the advice of a financial
advisor of nationally recognized reputation, to be more favorable to Powertel's 
stockholders than the Deutsche Telekom/Powertel merger taking into account all  
relevant factors, including whether, in the good faith judgment of the Powertel 
board of directors, the third party is reasonably able to finance the proposed  
transaction.                                                                    

     Powertel also has agreed to notify Deutsche Telekom promptly of any request
for information or of any proposal in connection with an alternative            
transaction, including the material terms of the request or proposal and the    
identity of the person making it, and Powertel has agreed to keep Deutsche      
Telekom informed of the status of any alternative transaction. In addition,     
Powertel agreed to cease any activities, discussions or negotiations with       
respect to an alternative transaction that existed at the time the Deutsche     
Telekom/Powertel merger agreement was signed.                                   

Powertel Board of Directors' Recommendation                                 

    The Deutsche Telekom/Powertel merger agreement requires the Powertel board
of directors:                                                                   

- to recommend that the Powertel stockholders approve the Deutsche    
Telekom/Powertel merger agreement;                                

   - not to withdraw, modify or qualify, or to propose publicly to withdraw,
   modify or qualify, its recommendation in a manner adverse to Deutsche
Telekom;                                                          

- not to approve or recommend, or to propose publicly to approve or   
recommend, any alternative transaction; and                       

     - not to cause Powertel to agree to engage in any alternative transactions.

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  However, if the Powertel board of directors receives a superior proposal
before Powertel stockholders approve the Deutsche Telekom/Powertel merger, the  
Powertel board of directors may inform Powertel stockholders that it no longer  
recommends approval of the Deutsche Telekom/Powertel merger, if:                

     - Powertel sends Deutsche Telekom written notice that Powertel has received
   a superior proposal, which notice describes the terms of the superior
 proposal and identifies the proposers, and that Powertel intends to
       change its recommendation regarding the Deutsche Telekom/Powertel merger;
and                                                               

- five business days have passed since Deutsche Telekom received the  
 notice. In addition, Powertel must give Deutsche Telekom reasonable
opportunity to make adjustments in the terms of the Deutsche      
       Telekom/Powertel merger agreement that would enable the Powertel board of
directors to maintain its recommendation to approve the Deutsche  
Telekom/Powertel merger.                                          

 The Deutsche Telekom/Powertel merger agreement also permits Powertel to
comply with Rule 14d-9 or Rule 14e-2(a) under the Exchange Act or to make any   
other disclosure to Powertel stockholders if, in the good faith judgment of the 
Powertel board of directors, after receiving advice from outside counsel,       
failure to disclose would result in a reasonable likelihood that the Powertel   
board of directors would breach its duties to Powertel stockholders under       
applicable law.                                                                 

 Submission of Deutsche Telekom/Powertel Merger Agreement to Stockholder
Vote.  The Deutsche Telekom/Powertel merger agreement requires Powertel to      
submit the Deutsche Telekom/Powertel merger agreement to a stockholder vote at  
the Powertel special meeting even if the Powertel board of directors no longer  
recommends approval of the Deutsche Telekom/Powertel merger.                    

Additional Agreements                                                       

   The Deutsche Telekom/Powertel merger agreement contains a number of other
covenants and agreements by or between Powertel and Deutsche Telekom on subjects
including:                                                                      

- filing financial statements with the SEC;                           

- notification of the occurrence of material facts, events or         
circumstances;                                                    

- obtaining necessary tax opinions and representation letters;        

- actions to be taken to cause the Deutsche Telekom/Powertel merger to
     qualify as a reorganization within the meaning of Section 368(a) of the
U.S. tax code and to avoid gain recognition to the stockholders of
      Powertel in the Deutsche Telekom/Powertel merger under Section 367(a)(1)
of the U.S. tax code; and                                         

   - taking appropriate actions to attempt to cause the Powertel warrants to
be exercised in full prior to the completion of the Deutsche      
     Telekom/Powertel merger to the extent agreed to by Deutsche Telekom and
Powertel.                                                         

 In addition, Deutsche Telekom has agreed to take all steps necessary to
cause the new Deutsche Telekom ADSs and Deutsche Telekom ordinary shares to     
become listed on the NYSE and the Frankfurt Stock Exchange, respectively.       
Powertel has agreed to the termination of certain existing stockholder          
agreements.                                                                     

    Deutsche Telekom has additionally agreed to vote its VoiceStream shares in
favor of the VoiceStream/Powertel merger.                                       

Senior Discount Notes and Senior Notes                                      

Deutsche Telekom has also agreed to cause the surviving corporation to
commence offers to repurchase certain outstanding publicly-traded notes of      
Powertel pursuant to the terms of their indentures within 30 days following the 
completion of the Deutsche Telekom/Powertel merger.                             

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Efforts to Complete the Deutsche Telekom/Powertel Merger                    

Powertel and Deutsche Telekom have agreed to:                         

     - use reasonable best efforts to consummate and make effective the Deutsche
    Telekom/Powertel merger and the other transactions contemplated by the
Deutsche Telekom/Powertel merger agreement;                       

   - obtain in a timely manner all necessary consents, permits, approvals or
       waivers from any governmental or regulatory authority which are necessary
for the completion of the Deutsche Telekom/Powertel merger;       

     - promptly prepare and file all required notifications under U.S. antitrust
  laws and to comply with any requests for additional information, and
obtain termination of any applicable waiting periods or obtain any
required approvals as promptly as practicable; and                

  - take all actions within their control necessary to obtain any required
regulatory approvals.                                             

- Important Exceptions:                                           

        -- Neither Deutsche Telekom nor its subsidiaries is required, nor will
    Powertel 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 Powertel, Deutsche Telekom,
         VoiceStream or any of their subsidiaries, any material portion of
     their assets or any of their businesses or product lines; and

         -- In connection with any filing or submission required or action to be
          taken to consummate the Deutsche Telekom/Powertel merger, Powertel
          will not, without Deutsche Telekom's prior written consent, commit
to divest any assets of the business of Powertel and its
           subsidiaries if such divested assets and/or businesses are material
       to the assets or profitability of Powertel and its subsidiaries
taken as a whole.                                       

Indemnification and Insurance                                               

The surviving corporation of the Deutsche Telekom/Powertel merger is  
required by the Deutsche Telekom/Powertel merger agreement to maintain in effect
the current provisions regarding indemnification of officers and directors      
contained in the charter and bylaws and any indemnification agreements of       
Powertel and each of its subsidiaries.                                          

   Prior to the completion of the Deutsche Telekom/Powertel merger, Powertel
has the right, subject to Deutsche Telekom's prior written approval, to obtain a
"tail" coverage directors' and officers' liability insurance policy providing   
coverage in amounts and on terms consistent with Powertel's existing insurance  
for a period of six years after the completion of the Deutsche Telekom/Powertel 
merger. If Powertel does not obtain this insurance prior to the completion of   
the Deutsche Telekom/Powertel merger, Deutsche Telekom has agreed to cause the  
surviving corporation to continue to provide directors' and officers' liability 
insurance for a period of six years after the completion of the Deutsche        
Telekom/VoiceStream merger. However, the surviving corporation is not required  
to expend in any year an amount in excess of 250% of the last annual premium    
paid by Powertel prior to August 26, 2000. If the aggregate expenditure on      
coverage exceeds that amount, the surviving corporation will purchase as much   
insurance as can be obtained for that amount.                                   

Employee Benefits                                                           

    Following the completion of the Deutsche Telekom/Powertel merger, Deutsche
Telekom will take all necessary action so that each current and former Powertel 
employee who was eligible to participate in a Powertel benefit plan before the  
Deutsche Telekom/Powertel merger will be eligible to participate in a           
corresponding employee benefit plan maintained by Deutsche Telekom or its       
subsidiaries after the Deutsche Telekom/Powertel merger. The Deutsche           
Telekom/Powertel merger agreement also specifies the                            

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treatment of pre-existing conditions, exclusions and waiting periods with       
respect to current and former employees of Powertel and its subsidiaries under  
any welfare or fringe benefit plans of Deutsche Telekom in which such employees 
and former employees participate in after completion of the Deutsche            
Telekom/Powertel merger.                                                        

Powertel agreed to enact and implement the plans described under "The 
Deutsche Telekom/Powertel Merger and the VoiceStream/Powertel                   
Merger -- Interests of Directors and Officers of Powertel in the Deutsche       
Telekom/Powertel Merger and the VoiceStream/Powertel Merger" after approval of  
the specifics of each plan by Deutsche Telekom and VoiceStream, which plans are 
to be effective as of the completion of the Deutsche Telekom/Powertel merger:   

     - a $3,000 cash bonus payable to each full-time employee of Powertel who is
       continuously employed by Powertel during the period starting December 31,
2000 and ending three months after the completion of the Deutsche 
     Telekom/Powertel merger, or whose job is eliminated within that period,
with such payment prorated for part-time employees and for those  
employees who are hired after December 31, 2000;                  

- a $20 million cash retention bonus pool to be paid to 150-300 key   
employees, as determined by the chief executive officer and chief 
       operating officer of each of VoiceStream and Powertel, with such payments
to be earned and payable over the two-year period following the   
completion of the Deutsche Telekom/Powertel merger;               

  - a $20 million cash incentive bonus pool to be paid to the same 150-300
   key employees, as determined by the chief executive officer and chief
       operating officer of each of VoiceStream and Powertel, with such payments
   to be earned and payable in September 2001 for performance during the
 first and second calendar quarters of 2001, and in January 2002 for
performance during the third and fourth calendar quarters of 2001;

   -  a severance plan for employees of Powertel employed immediately before
       the completion of the Deutsche Telekom/Powertel merger whose employment
is terminated due to job elimination resulting from the Deutsche
       Telekom/Powertel merger. Severance payments will represent a minimum of
        four weeks base salary or hourly equivalent, not including overtime, and
        targeted bonus, plus two weeks per year of actual service to Powertel or
Deutsche Telekom, respectively, up to a maximum of 20 weeks. Any
 payments under the severance plan will be reduced by any payments
       received by the affected employee under the cash bonus, retention bonus
       or incentive bonus plans described above. To obtain benefits under this
      plan, an employee must agree to release the surviving corporation from
  all claims against Powertel, Deutsche Telekom and VoiceStream; and

   - Powertel will be allowed to issue up to an aggregate of 575,000 options
prior to the completion of the Deutsche Telekom/Powertel merger to
      Powertel employees in yearly performance grants, to DiGiPH PCS employees
that become Powertel employees and in connection with offers of   
      employment outstanding as of August 26, 2000. Employees whose employment
 is terminated due to job elimination resulting from the merger will
     receive change of control accelerated vesting of their options if their
  job is eliminated within 18 months of the completion of the Deutsche
      Telekom/Powertel merger. Individuals receiving change of control vesting
       will not be eligible for actual or potential remaining payments under the
       cash bonus, retention bonus or incentive bonus plans but will be eligible
for severance payments, subject to certain reductions.            

Closing Conditions                                                          

Conditions to Each Party's Obligations to Complete the Deutsche       
Telekom/Powertel Merger.  Powertel's and Deutsche Telekom's respective          
obligations to complete the Deutsche Telekom/Powertel merger are subject to the 
satisfaction or waiver of conditions, including the following:                  

- Powertel Stockholder Approval.  The holders of a majority of the    
 outstanding voting power of the Powertel common shares and Series A
preferred shares, voting together as a single class with the      

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  Series A preferred shares voting on an as-converted-to-common shares
       basis, and the holders of two-thirds of each class of the Powertel Series
       A preferred shares, Series B preferred shares, Series D preferred shares,
       Series E preferred shares and Series F preferred shares, each voting as a
       separate class, having approved and adopted the Deutsche Telekom/Powertel
merger agreement.                                                 

 - Legality.  The absence of any law, order or injunction preventing the
      completion of the Deutsche Telekom/Powertel merger or which would have a
material adverse affect on Powertel.                              

- Regulatory Approvals.  All required regulatory approvals having been
      obtained and all applicable waiting periods having expired, as described
  under "Regulatory Approvals -- Regulatory Approvals Required for the
   Deutsche Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel
Merger."                                                          

- Registration Statement Effective.  No stop order suspending the     
effectiveness of the Form F-4 registration statement or the proxy 
   statement/prospectus then being in effect and no proceedings for that
      purpose then being threatened by the SEC or having been initiated by the
SEC and not concluded or withdrawn.                               

- Stock Exchange Listings.                                            

     -- All steps necessary for the Deutsche Telekom ordinary shares that will
       be issued in the Deutsche Telekom/Powertel merger to be listed on the
Frankfurt Stock Exchange having been taken; and               

-- The Deutsche Telekom ADSs that will be issued in the Deutsche    
         Telekom/Powertel merger having been authorized for listing on the NYSE,
subject to official notice of issuance.                       

  - Deutsche Telekom/VoiceStream Merger.  The Deutsche Telekom/VoiceStream
merger having been consummated.                                   

   Additional Conditions to the Obligations of Powertel.  The obligations of
Powertel to effect the Deutsche Telekom/Powertel merger are also subject to the 
satisfaction, or waiver by Powertel, of conditions, including the following:    

- Representations and Warranties True and Correct.                    

   -- Deutsche Telekom's representation that, since December 31, 1999,
        there has not been any material adverse effect on Deutsche Telekom
        will have been true and correct when the Deutsche Telekom/Powertel
       merger agreement was entered into and as of the date the Deutsche
Telekom/Powertel merger is completed; and                 

   -- other representations and warranties of Deutsche Telekom and the
         representations and warranties of merger subsidiary in the Deutsche
          Telekom/Powertel merger agreement having been true and correct, with
     respect to Deutsche Telekom, when the Deutsche Telekom/Powertel
   merger agreement was entered into and, with respect to merger
         subsidiary, when the Deutsche Telekom/Powertel merger agreement was
           amended and restated and, with respect to Deutsche Telekom and merger
        subsidiary, as of the date the Deutsche Telekom/Powertel merger is
         completed, except to the extent that any representation or warranty
expressly speaks as of an earlier date, in which case that
           representation or warranty must have been true and correct as of that
date;                                                     

    (a) except for inaccuracies caused by changes permitted by the
Deutsche Telekom/Powertel merger agreement; and   

   (b) except for such failures which in the aggregate would not
              reasonably be expected to result in a material adverse effect on
Deutsche Telekom.                                 

Notwithstanding the conditions described above, Deutsche Telekom is 
      permitted to make subsequent acquisitions, and no changes resulting to any
of its representations and warranties as a result of a subsequent   
transaction will result in a failure of these conditions.           

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- Compliance with Covenants.  Deutsche Telekom having complied in all 
     material respects with all its agreements and covenants required by the
   Deutsche Telekom/Powertel merger agreement to be complied with by the
completion of the Deutsche Telekom/Powertel merger.               

- Receipt of FCC Opinion.  Powertel having received an opinion of FCC 
      counsel to Deutsche Telekom and/or VoiceStream substantially in the form
agreed upon in the Deutsche Telekom/Powertel merger agreement.    

- Receipt of Governmental Approvals.  All necessary consents or       
       authorizations from any governmental or regulatory authority required for
   the Deutsche Telekom/Powertel merger having been received, unless the
   failure to receive any such consent or authorization would not have a
material adverse effect on Deutsche Telekom or the transactions   
      contemplated by the Deutsche Telekom/Powertel merger agreement, provided
     that the consents or authorizations do not contain any conditions which
would reasonably be expected to have a material adverse effect on 
Deutsche Telekom or the transactions contemplated by the Deutsche 
  Telekom/Powertel merger agreement. However, Powertel's obligation to
    effect the Deutsche Telekom/Powertel merger will not be subject to the
 condition that any FCC consents or authorizations have become final
orders.                                                           

   - Receipt of Tax Opinion.  Powertel having received an opinion of Morris,
       Manning & Martin, LLP, dated as of the date the Deutsche Telekom/Powertel
    merger is completed, substantially to the effect that for U.S. federal
income tax purposes:                                              

        -- the Deutsche Telekom/Powertel merger will qualify as a reorganization
    within the meaning of Section 368(a) of the U.S. tax code; and

    -- each transfer of property to Deutsche Telekom by a stockholder of
           Powertel pursuant to the Deutsche Telekom/Powertel merger will not be
subject to Section 367(a)(1) of the U.S. tax code.        

Additional Conditions to the Obligations of Deutsche Telekom.  The    
obligations of Deutsche Telekom to effect the Deutsche Telekom/Powertel merger  
are also subject to the satisfaction, or waiver by Deutsche Telekom, of         
conditions, including the following:                                            

- Representations and Warranties True and Correct.                    

        -- Powertel's representation that since December 31, 1999, there has not
          been any material adverse effect on Powertel will have been true and
     correct when the Deutsche Telekom/Powertel merger agreement was
        entered into and as of the "bringdown date", which is the date, at
        least five business days after the last closing condition has been
   fulfilled or waived, on which Powertel delivers a certificate
relating to the accuracy of Powertel's representations and
warranties; and                                           

   -- other representations and warranties of Powertel in the Deutsche
         Telekom/Powertel merger agreement having been true and correct when
         the Deutsche Telekom/Powertel merger agreement was entered into and
as of the bringdown date (except to the extent that any   
       representation or warranty expressly speaks as of an earlier or a
       later date, in which case, that representation or warranty having
been true and correct as of that date);                   

    (1) except for inaccuracies caused by changes permitted by the
Deutsche Telekom/ Powertel merger agreement; and  

   (2) except for such failures which in the aggregate would not
              reasonably be expected to result in a material adverse effect on
            Powertel, Deutsche Telekom or the transactions contemplated by
the Deutsche Telekom/Powertel merger agreement.   

- Compliance with Covenants.  Powertel having complied in all material
     respects with all its agreements and covenants required by the Deutsche
   Telekom/Powertel merger agreement to be complied with by the time the
Deutsche Telekom/Powertel merger is completed.                    

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   - Receipt of Tax Opinion.  Deutsche Telekom having received an opinion of
   Cleary, Gottlieb, Steen & Hamilton, dated as of the date the Deutsche
    Telekom/Powertel merger is completed, substantially to the effect that
for U.S. federal income tax purposes:                             

        -- the Deutsche Telekom/Powertel merger will qualify as a reorganization
    within the meaning of Section 368(a) of the U.S. tax code; and

    -- each transfer of property to Deutsche Telekom by a stockholder of
           Powertel pursuant to the Deutsche Telekom/Powertel merger will not be
subject to Section 367(a)(1) of the U.S. tax code.        

   - Receipt of FCC Opinion.  Deutsche Telekom having received an opinion of
  FCC counsel of Powertel substantially in the form agreed upon in the
Deutsche Telekom/Powertel merger agreement.                       

   - Receipt of Consents.  Powertel having obtained all material consents or
approvals required under Powertel's and its subsidiaries' debt    
instruments.                                                      

- Receipt of Governmental Approvals.  All necessary consents or       
       authorizations from any governmental or regulatory authority required for
       the Deutsche Telekom/Powertel merger having been received, including from
      the FCC and state public utility or service commissions and, in the case
       of the FCC, having become final orders, unless the failure to receive any
       such consent or authorization would not have a material adverse effect on
  Powertel or Deutsche Telekom or the transactions contemplated by the
Deutsche Telekom/Powertel merger agreement and such consents or   
    authorizations do not contain any conditions which would reasonably be
expected to have a material adverse effect on Powertel or Deutsche
       Telekom or the transactions contemplated by the Deutsche Telekom/Powertel
merger agreement.                                                 

     Waiver of Conditions.  In the event Powertel waives a material condition to
the Deutsche Telekom/Powertel merger, Powertel will, if legally required,       
resolicit approval of its stockholders.                                         

Termination and Termination Fee                                             

     Automatic Termination.  The Deutsche Telekom/Powertel merger agreement will
terminate automatically upon the termination of the Deutsche Telekom/VoiceStream
merger agreement.                                                               

    Right to Terminate.  The Deutsche Telekom/Powertel merger agreement may be
terminated at any time before the completion of the Deutsche Telekom/Powertel   
merger in any of the following ways:                                            

- by mutual written consent;                                          

- by either Deutsche Telekom or Powertel:                             

       -- if the Deutsche Telekom/Powertel merger has not been completed on or
         before December 31, 2001, unless the party seeking to terminate the
Deutsche Telekom/Powertel merger has failed to fulfill its
          obligations under the Deutsche Telekom/Powertel merger agreement and
such failure has caused the delay;                        

     -- if the Deutsche Telekom/Powertel merger is permanently restrained,
       enjoined or otherwise prohibited by a governmental order, decree,
           ruling or other action, and the order, decree, ruling or other action
has become final and nonappealable;                       

     -- at any time that is not less than 15 days after any statute, rule,
           decree, order or injunction has been enacted, entered, promulgated or
        enforced by any governmental or regulatory authority, other than a
        court, that has the effect of making any of the closing conditions
          described under "-- Closing Conditions -- Conditions to Each Party's
Obligations to Complete the Deutsche Telekom/Powertel     
       Merger -- Legality," "-- Closing Conditions -- Conditions to Each
   Party's Obligations to Complete the Deutsche Telekom/Powertel
Merger -- Regulatory Approvals" and "Regulatory           
 Approvals -- Regulatory Approvals Required for the Deutsche

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          Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger"
incapable of being satisfied by December 31, 2001; or     

-- if Powertel's stockholders fail to approve the Deutsche      
 Telekom/Powertel merger at the Powertel special meeting; or

- by Powertel:                                                        

-- if a condition to the obligations of Powertel to complete the
       Deutsche Telekom/Powertel merger is or becomes incapable of being
satisfied prior to December 31, 2001; or                  

   -- if Deutsche Telekom breaches or fails to perform in any material
        respect any of its representations, warranties, covenants or other
  agreements contained in the Deutsche Telekom/Powertel merger
    agreement, which breach or failure cannot be cured by Deutsche
       Telekom before December 31, 2001, or, if curable, is not cured by
       Deutsche Telekom within 30 days of receipt by Deutsche Telekom of
           notice of the breach from Powertel and such breach or failure renders
          any condition to the obligation of Powertel to complete the Deutsche
   Telekom/Powertel merger incapable of being satisfied prior to
December 31, 2001; or                                     

- by Deutsche Telekom:                                                

       -- if Powertel breaches or fails to perform in any material respect any
       of its representations, warranties, covenants or other agreements
        contained in the Deutsche Telekom/Powertel merger agreement, which
       breach or failure cannot be cured by Powertel before December 31,
      2001, or, if curable, is not cured by Powertel within 30 days of
           receipt by Powertel of notice of the breach from Deutsche Telekom and
        such breach or failure renders any condition to the obligations of
       Deutsche Telekom to complete the Deutsche Telekom/Powertel merger
incapable of being satisfied prior to December 31, 2001;  

        -- if a condition to the obligations of Deutsche Telekom to complete the
       Deutsche Telekom/Powertel merger is or becomes incapable of being
satisfied prior to December 31, 2001;                     

       -- if, in connection with the grant of any required regulatory approval
          relating to the Deutsche Telekom/Powertel merger, Powertel, Deutsche
           Telekom, VoiceStream or any of their subsidiaries will be required to
          divest or hold separate or otherwise take any action that limits its
   freedom of action with respect to Powertel, Deutsche Telekom,
        VoiceStream or any of their subsidiaries or any material assets of
           Powertel, Deutsche Telekom, VoiceStream or any of their subsidiaries,
    or any of the businesses, product lines or assets of Powertel,
         Deutsche Telekom, VoiceStream or any of their subsidiaries and such
       order, decree, ruling, or other action will have become final and
nonappealable; or                                         

      -- if the VoiceStream/Powertel merger agreement has been terminated at
       any time prior to the termination or consummation of the Deutsche
Telekom/VoiceStream merger agreement.                     

 Should any of these potential grounds for termination occur, Powertel's
board of directors may or may not exercise its rights to terminate the Deutsche 
Telekom/Powertel merger agreement.                                              

   Termination Fees Payable to Deutsche Telekom.  Powertel has agreed to pay
Deutsche Telekom a termination fee of $150 million plus expenses not to exceed  
$10 million if all three of the following events occur:                         

 - after August 26, 2000 and before the Powertel special meeting a
          proposal for certain types of alternative transactions is announced or
publicly disclosed and not withdrawn;                       

        - the Deutsche Telekom/Powertel merger agreement is terminated by either
     party because Powertel's stockholders do not approve the Deutsche
Telekom/Powertel merger at the Powertel special meeting; and

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- within six months after the termination of the Deutsche       
        Telekom/Powertel merger agreement, Powertel enters into a definitive
   agreement with any third party with respect to certain types of
alternative transactions.                                   

In that circumstance, Powertel would pay to Deutsche Telekom the  
     termination fee no later than one business day after the signing of the
definitive agreement with the third party.                        

   In the event Powertel is also obligated to pay a termination fee pursuant
to the VoiceStream/Powertel merger agreement, Powertel will instead pay each of 
Deutsche Telekom and VoiceStream $75 million plus expenses not to exceed $10    
million. For purposes of determining whether a termination fee is payable, the  
term "alternative transaction" has the meaning described under "-- Offers for   
Alternative Transactions," except that the 20% thresholds are treated as 50%    
thresholds, and mergers or business combinations in which Powertel stockholders 
would continue to hold at least 65% of the outstanding stock of the entity      
surviving the transaction are not considered to be "alternative transactions".  

Expenses                                                                    

     Whether or not the Deutsche Telekom/Powertel merger is completed, all costs
and expenses incurred in connection with the Deutsche Telekom/Powertel merger   
and the Deutsche Telekom/Powertel merger agreement will be paid by the party    
incurring the expense, except that Deutsche Telekom, VoiceStream and Powertel   
will share equally the costs and expenses of printing the Form F-4 registration 
statement and this document, and Deutsche Telekom and Powertel will each share  
equally the costs and expenses of any SEC filing fees with respect to the       
Deutsche Telekom/Powertel merger. Deutsche Telekom, VoiceStream and Powertel    
have shared the costs and expenses of the filing fees paid under the HSR Act.   

Amendment; Waiver; Assignment                                               

 Powertel, Deutsche Telekom and merger subsidiary may amend the Deutsche
Telekom/Powertel merger agreement by written agreement prior to completion of   
the Deutsche Telekom/Powertel merger, but after Powertel's stockholders have    
approved the Deutsche Telekom/Powertel merger agreement, no amendment may be    
made which by law requires further stockholder approval without such approval   
being obtained.                                                                 

At any time before the Deutsche Telekom/Powertel merger is completed, 
Powertel, Deutsche Telekom and merger subsidiary may:                           

  - extend the time for the performance of any of the obligations or other
  acts required by the Deutsche Telekom/Powertel merger agreement; and

     - waive any inaccuracies in the representations and warranties or contained
in the Deutsche Telekom/Powertel merger agreement or any document 
       required to be delivered pursuant to the Deutsche Telekom/Powertel merger
agreement.                                                        

Deutsche Telekom, Powertel and merger subsidiary may not assign the   
Deutsche Telekom/Powertel merger agreement or any of their rights, interests or 
obligations under the Deutsche Telekom/Powertel merger agreement, in whole or in
part, to any other person, without the prior written consent of the non-        
assigning parties; except that:                                                 

- Deutsche Telekom may assign the Deutsche Telekom/Powertel merger    
     agreement to an entity which owns more than 80% of the Deutsche Telekom
     ordinary shares and which succeeds to all of the rights and obligations
     of Deutsche Telekom under the Escrow Agency Agreement executed pursuant
to the Deutsche Telekom/Powertel merger agreement; and            

- merger subsidiary may assign the Deutsche Telekom/Powertel merger   
      agreement to an entity which is a direct, wholly-owned subsidiary of the
   entity to which Deutsche Telekom has assigned the agreement under the
immediately preceding clause.                                     

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Important Definition                                                        

     "material adverse effect."  As used in the Deutsche Telekom/Powertel merger
agreement, a "material adverse effect" on any company means any change in or    
effect on the business of the company and its subsidiaries that is or is        
reasonably likely to be materially adverse to the business, operations or       
financial condition of the company.                                             

    However, "material adverse effect" does not include the effects of changes
or developments:                                                                

 - in the wireless telecommunications industry, including regulatory and
    political conditions, and not uniquely relating to Deutsche Telekom or
Powertel;                                                         

- in the U.S. or European economy;                                    

- in the U.S. or European securities markets; or                      

- resulting from the announcement or the existence of the Deutsche    
    Telekom/Powertel merger agreement and the transactions contemplated by
the Deutsche Telekom/Powertel merger agreement.                   

Amendment and Restatement                                                   

    The Deutsche Telekom/Powertel merger agreement was originally entered into
between Deutsche Telekom and Powertel on August 26, 2000. On September 28, 2000 
the Deutsche Telekom/Powertel merger agreement was amended and restated for the 
purpose of making merger subsidiary a party to the agreement and other technical
changes.                                                                        

On February 8, 2001 the Deutsche Telekom/Powertel merger agreement was
further amended and restated primarily for the purpose of permitting Powertel to
pay a stock dividend of 0.0075 of a Powertel common share for each Powertel     
common share outstanding prior to the completion of the Deutsche                
Telekom/Powertel merger and, in the event that such dividend is paid, to adjust 
correspondingly the exchange ratios for exchange of Powertel preferred stock for
Deutsche Telekom shares pursuant to the Deutsche Telekom/Powertel merger        
agreement and to provide that the earliest date that the Deutsche               
Telekom/Powertel merger will be completed is May 31, 2001. This amendment also  
provided that if all of the conditions to completion of the Deutsche            
Telekom/Powertel merger are satisfied or waived as of a date that is earlier    
than May 31, 2001, including the condition that no material adverse effect on   
Powertel shall have occurred, then after that earlier date Deutsche Telekom will
no longer have the ability to terminate the Deutsche Telekom/Powertel merger    
agreement because of any material adverse effect on, or any material inaccuracy 
in, a representation or warranty of Powertel.                                   

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DEUTSCHE TELEKOM'S AGREEMENTS WITH STOCKHOLDERS OF POWERTEL                     

  In connection with the execution of the Deutsche Telekom/Powertel merger
agreement, stockholders of Powertel who, in the aggregate, had sufficient voting
power as of the Powertel record date to approve the Deutsche Telekom/Powertel   
merger entered into separate stockholder agreements with Deutsche Telekom and   
agreed to vote all of their shares in favor of the Deutsche Telekom/Powertel    
merger. We summarize the material terms of these agreements below, and this     
description is qualified in its entirety by reference to the text of the        
agreements, copies of which have been filed as exhibits to Deutsche Telekom's   
and VoiceStream's respective registration statements and are incorporated herein
by reference.                                                                   

The following Powertel stockholders and some of their affiliates have 
entered into stockholder agreements with Deutsche Telekom in connection with the
Deutsche Telekom/Powertel merger:                                               

ITC Holding Company, Inc.                                               
SCANA Communications Holdings, Inc.                                     
Sonera Corporation                                                      
Donald W. Burton and certain limited partnerships controlled by him     
American Water Works Company                                            

Agreement to Vote                                                           

     Each stockholder agreement obligates the stockholder that is a party to the
agreement to vote all its Powertel shares in favor of the Deutsche              
Telekom/Powertel merger and the Deutsche Telekom/Powertel merger agreement and  
to vote all of its Powertel shares against any alternative transaction, as      
defined in the Deutsche Telekom/Powertel merger agreement and as discussed under
"-- The Deutsche Telekom/ Powertel Merger Agreement -- Offers For Alternative   
Transactions," or the liquidation or winding up of Powertel. Each stockholder's 
obligation to vote in this manner applies whether or not the Powertel board of  
directors continues to recommend the Deutsche Telekom/Powertel merger to the    
Powertel stockholders.                                                          

Transfer Restrictions and Waiver of Rights                                  

Each stockholder agreement restricts or limits the ability of the     
stockholder that is a party to the agreement to sell, transfer, pledge, assign  
or otherwise dispose of, including by short sale or the use of derivative or    
futures contracts, any shares of, or rights to purchase, Powertel shares or,    
until six months after completion of the Deutsche Telekom/Powertel merger,      
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares, in each case that are
subject to the stockholder agreement, except in limited circumstances, with     
Deutsche Telekom's written consent or as expressly permitted by the stockholder 
agreement or pursuant to the Deutsche Telekom/Powertel merger agreement. In that
regard, each stockholder agreement, other than the agreement with American Water
Works Company, provides that:                                                   

   - until the later of January 1, 2001 and the date of the Powertel special
meeting, the stockholder may not sell, transfer, pledge, assign or
     otherwise dispose of, any Powertel shares or rights that are subject to
the stockholder agreement;                                        

  - from the later of January 1, 2001 and the date of the Powertel special
meeting, until the earlier of the completion of the Deutsche      
Telekom/Powertel merger or the termination of the Deutsche        
     Telekom/Powertel merger agreement, the stockholder may sell or transfer
      up to an aggregate of 17.5% of the total number of Powertel shares owned
    by such stockholder, which percentage increases to 21.25% on August 1,
   2001 and to 25% on September 1, 2001 if the Deutsche Telekom/Powertel
merger is not completed by those dates;                           

   - from the completion of the Deutsche Telekom/Powertel merger through and
     including the three month anniversary of the completion of the Deutsche
   Telekom/Powertel merger, the stockholder may not sell or transfer any
   Deutsche Telekom ADSs, Deutsche Telekom ordinary shares or securities
 convertible into Deutsche Telekom ADSs or Deutsche Telekom ordinary
shares;                                                           

   - from the day following the three month anniversary of the completion of
       the Deutsche Telekom/Powertel merger, through and including the six month
    anniversary of the completion of the Deutsche Telekom/Powertel merger,
the stockholder may sell or transfer up to an aggregate of 40%    

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of the total number of Deutsche Telekom ADSs or Deutsche Telekom ordinary shares
owned by the stockholder, as calculated pursuant to the stockholder agreement;  
and                                                                             

- after the six month anniversary of the completion of the Deutsche   
Telekom/Powertel merger, all sale and transfer restrictions end.  

Deutsche Telekom reserves the right to waive the transfer restrictions described
above at any time or from time to time.                                         

     Each stockholder, other than American Water Works Company, agreed to waive,
until the earlier of the completion of the Deutsche Telekom/Powertel merger or  
termination of the Deutsche Telekom/Powertel merger agreement, any preemptive   
rights and, until the earlier of:                                               

     - the later of (A) January 1, 2001 and (B) the date of the Powertel special
meeting; and                                                      

- the termination of the Deutsche Telekom/Powertel merger agreement,  

any registration rights they may have.                                          

Each stockholder also agreed to terminate any of its existing registration      
rights agreements with Powertel upon the completion of the Deutsche             
Telekom/VoiceStream merger.                                                     

   In some circumstances, if Deutsche Telekom acquires any other company for
consideration in excess of $15 billion and significant stockholders of the      
acquired company enter into agreements or could reasonably be expected to enter 
into agreements with Deutsche Telekom that are more favorable to those          
stockholders in terms of the obligations to vote in favor of the related        
transaction or to refrain from selling or transferring shares, the transfer     
restrictions in the stockholder agreements will be modified to reflect the more 
favorable provisions or absence of restrictions, as the case may be.            

Termination                                                                 

Each stockholder agreement will terminate, except with respect to the 
transfer restrictions, which will terminate as set forth above, and the         
agreement to vote, which will terminate upon the earlier of the completion or   
termination of the Deutsche Telekom/Powertel merger agreement, upon the earliest
to occur of:                                                                    

- the completion of the Deutsche Telekom/Powertel merger;             

  - the termination of the Deutsche Telekom/Powertel merger agreement; and

- August 26, 2002.                                                    

No Solicitation                                                             

     Each stockholder agrees not to solicit, initiate or participate in, and not
to authorize any representatives to solicit, initiate or participate in,        
discussions or negotiations regarding transactions or business combinations     
between Powertel and a company other than Deutsche Telekom, except as otherwise 
permitted by the Deutsche Telekom/Powertel merger agreement. See "-- The        
Deutsche Telekom/Powertel Merger Agreement -- Offers for Alternative            
Transactions."                                                                  

The Stockholder Agreement with American Water Works Company                 

The transfer restrictions described above applicable to each of the   
stockholder agreements do not apply to American Water Works Company. The        
American Water Works Company stockholder agreement only restricts transfers of  
Powertel shares by the American Water Works Company as described below:         

    - until the date of the Powertel special meeting, the American Water Works
     Company may not sell, transfer, pledge, assign or otherwise dispose of,
any Powertel shares or rights that are subject to its stockholder 
agreement; and                                                    

    - until the date of the Powertel special meeting, the American Water Works
Company may not effect, directly or indirectly, or through any    
arrangement with a third party pursuant to which such             

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third party may effect, directly or indirectly, any short sales of
       Powertel shares that are subject to its stockholder agreement, as well as
       any short sales of Deutsche Telekom ADS, Deutsche Telekom ordinary shares
      or securities convertible into Deutsche Telekom ADSs or Deutsche Telekom
ordinary shares that are subject to the agreement.                

DEUTSCHE TELEKOM'S AGREEMENT WITH JOINT VENTURE PARTNERS OF POWERTEL            

  In connection with the execution of the Deutsche Telekom/Powertel merger
agreement, Deutsche Telekom entered into separate agreements with Eliska        
Wireless Investors I, L.P. and Sonera Holding B.V., joint venture partners of   
Powertel. We summarize the material terms of these agreements below and the     
following summaries are qualified in their entirety by reference to the text of 
the agreements, copies of which have been filed as an exhibit to Deutsche       
Telekom's and VoiceStream's respective registration statements and are          
incorporated herein by reference.                                               

Agreement with Eliska Wireless Investors I, L.P.                            

     Under the agreement with Eliska Wireless Investors, Deutsche Telekom agreed
to assume on the date the Deutsche Telekom/Powertel merger is completed various 
obligations of Powertel under an existing agreement relating to Eliska Wireless 
Investors' rights, exercisable at various times, to exchange its ownership      
interest in an affiliate of Eliska Wireless for shares or cash. Eliska Wireless 
Investors agreed that its registration rights under an existing agreement will  
be terminated on the date the Deutsche Telekom/Powertel merger is completed.    

Agreement with Sonera Holding B.V.                                          

Deutsche Telekom has agreed to assume, on the date the Deutsche       
Telekom/Powertel merger is completed, obligations under an existing agreement   
between Powertel and Sonera Holding B.V. relating to the DiGiPH transaction,    
including, without limitation, Sonera Holding B.V.'s right to exchange its      
ownership interest in an affiliate of Eliska Wireless for Deutsche Telekom      
shares.                                                                         

THE VOICESTREAM/POWERTEL MERGER AGREEMENT                                       

The following is a summary of the material provisions of the          
VoiceStream/Powertel merger agreement. This summary is qualified in its entirety
by reference to the VoiceStream/Powertel merger agreement, a copy of which is   
attached as Annex C to this proxy statement/prospectus and is incorporated      
herein by reference. VoiceStream and Powertel stockholders are urged to read the
VoiceStream/Powertel merger agreement in its entirety, as it is the legal       
document governing the VoiceStream/Powertel merger. This section assumes that   
the VoiceStream/Powertel merger will occur. You should remember, however, that  
the VoiceStream/Powertel merger will not occur if the Deutsche                  
Telekom/VoiceStream merger occurs.                                              

The VoiceStream/Powertel Merger                                             

A Delaware corporation formed by VoiceStream will merge with and into 
Powertel, and, as a result, Powertel will become a wholly-owned subsidiary of   
VoiceStream.                                                                    

Effective Time and Timing of Closing                                        

     The VoiceStream/Powertel merger will be completed and become effective when
Powertel files a certificate of merger with the Secretary of State of the State 
of Delaware or at such later time as is specified in the certificate of merger  
in accordance with Delaware law. We expect the VoiceStream/ Powertel merger to  
become effective on the same day as the closing of the VoiceStream/Powertel     
merger. The closing of the VoiceStream/Powertel merger will take place on the   
fifth business day after the conditions to the VoiceStream/Powertel merger have 
been satisfied or waived, or on such other date as VoiceStream and Powertel may 
agree. In addition, on the closing date of the VoiceStream/Powertel             

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merger or as soon as possible after the closing date, VoiceStream and Powertel  
will undertake a number of additional actions, including making filings with    
regulatory and stock exchange authorities, necessary to permit the issuance of  
the VoiceStream/Powertel merger consideration under Delaware law and the rules  
of the Nasdaq Stock Market.                                                     

Consideration To Be Received in the VoiceStream/Powertel Merger             

    In the VoiceStream/Powertel merger, holders of Powertel common shares will
receive for each of their Powertel common shares a number of VoiceStream common 
shares determined as follows:                                                   

 - 0.75 of a VoiceStream common share if the VoiceStream average closing
price is $113.33 or below;                                        

 - 0.65 of a VoiceStream common share if the VoiceStream average closing
price is $130.77 or above; or                                     

     - if the VoiceStream average closing price is greater than $113.33 and less
than $130.77, the quotient determined by dividing $85.00 by the   
VoiceStream average closing price.                                

    We refer to the number of VoiceStream common shares a Powertel stockholder
will receive in the VoiceStream/Powertel merger in exchange for their Powertel  
common shares as the "conversion number". The conversion number is subject to   
adjustment as described below.                                                  

Holders of Powertel preferred shares will receive for each Powertel   
preferred share the right to receive a number of VoiceStream common shares      
determined by multiplying the conversion number by the sum of:                  

   - the number of Powertel common shares into which such Powertel preferred
       share would be converted as of the completion of the VoiceStream/Powertel
merger, plus                                                      

     - with respect to Powertel Series E preferred shares and Series F preferred
    shares, the number of Powertel common shares that represent accrued or
declared but unpaid dividends on those Powertel preferred shares. 

   The "VoiceStream average closing price" means the volume weighted average
closing price, based on the Nasdaq composite volume published by The Wall Street
Journal, of the VoiceStream common shares as publicly reported on the Nasdaq    
Stock Market as of 4:00 p.m. eastern time on 10 trading days randomly selected  
from the 20 trading-day period ending five trading days prior to the completion 
of the VoiceStream/Powertel merger.                                             

   Adjustment of Conversion Number if Maximum Share Amount is Exceeded.  The
conversion number was determined assuming that at the time the                  
VoiceStream/Powertel merger is completed, the aggregate number of Powertel      
common shares outstanding on a fully diluted basis and adjusted for specific    
commitments to issue Powertel common shares, excluding Powertel common shares   
issuable as dividends after August 26, 2000 on the Series E preferred shares and
Series F preferred shares, will not exceed the "maximum share amount". In this  
document we refer to this aggregate number of Powertel common shares as the     
"adjusted fully diluted shares amount." The maximum share amount is 55,742,000  
and may be reduced as set forth in the VoiceStream/Powertel merger agreement.   
The conversion number is subject to adjustment in the event that the adjusted   
fully diluted shares amount as of the date the VoiceStream/ Powertel merger is  
completed exceeds the maximum share amount. In the event of an adjustment, the  
effect will be to cap the number of VoiceStream common shares that will be      
issued in the VoiceStream/ Powertel merger and to reduce the number of          
VoiceStream common shares to be received by Powertel stockholders, optionholders
and warrantholders in the VoiceStream/Powertel merger in exchange for each of   
their Powertel common shares or Powertel preferred shares, as the case may be.  
We illustrate below how the adjustment mechanism will be used.                  

 - Step 1. Derive the adjusted fully diluted shares amount: The adjusted
 fully diluted shares amount is the sum of the number of outstanding
Powertel common shares, less the number of shares issuable        

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     as dividends after August 26, 2000 on the Series E preferred shares and
Series F preferred shares, plus                                   

       -- the number of Powertel common shares issuable upon conversion of the
Powertel preferred shares;                                

-- the number of Powertel common shares issuable pursuant to the
exercise of Powertel stock options and Powertel warrants; 

     -- the number of Powertel common shares issuable pursuant to Powertel
restricted stock awards;                                  

-- the number of Powertel common shares issuable pursuant to the
       exercise of the put rights held by Sonera Holding B.V. and Eliska
  Wireless Investors, unless such rights have been terminated;

      -- the number of Powertel common shares issuable pursuant to the stock
         purchase agreement between Powertel and Sonera Holding B.V., unless
this stock purchase agreement has been terminated;        

-- the number of Powertel common shares issuable pursuant to the
        exercise of 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 any Powertel shares; and          

      -- the number of Powertel common shares issuable pursuant to any other
           securities outstanding, which are convertible into, or exercisable or
exchangeable for, Powertel common shares.                 

     - Step 2. Derive the adjustment factor: The adjustment factor is a fraction
(a) the numerator of which is 55,742,000, as it may be adjusted in
    accordance with the VoiceStream/Powertel merger agreement, and (b) the
denominator of which is the adjusted fully diluted shares amount. 

     - Step 3. Derive the adjusted conversion number: The conversion number will
       be reduced by multiplying the conversion number by the adjustment factor.

- Step 4. Derive the adjusted stock consideration: Each outstanding   
 Powertel common share, each Powertel common share issuable upon the
      exercise of outstanding Powertel warrants and Powertel stock options and
      each Powertel preferred share will then be converted in the VoiceStream/
      Powertel merger into the right to receive a number of VoiceStream common
   shares equal to the adjusted conversion number calculated pursuant to
Step 3.                                                           

     Example. If the adjusted fully diluted shares amount exceeds 55,742,000, as
it may be adjusted in accordance with the VoiceStream/Powertel merger agreement,
we would calculate the number of VoiceStream common shares into which each      
Powertel share will be converted as illustrated above. Assuming that the        
adjusted fully diluted shares amount is 55,795,000, then the adjustment factor  
would be 0.9991. If you own 100 Powertel common shares and the VoiceStream      
average closing price is $110.00 under these circumstances, you would receive   
the amount of VoiceStream common shares equal to 0.75 multiplied by 0.9991,     
multiplied by the number of shares you hold, or 100, for a total of 74          
VoiceStream common shares, plus cash for 0.929 of a VoiceStream common share.   

     Powertel stockholders will not receive fractional VoiceStream common shares
and instead will receive an amount of cash calculated in the manner described   
under "-- Exchange of Certificates Representing Powertel Shares."               

     Other Potential Adjustments.  The conversion number will be adjusted in the
event that one of the following occurs or the record date for one of the        
following is set before the completion of the VoiceStream/Powertel merger:      

   - any reclassification, stock-split or stock dividend with respect to the
VoiceStream common shares or Powertel common shares;              

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- any change, exchange or conversion of VoiceStream common shares into
other securities or property; or                                  

   - any dividend or distribution with respect to VoiceStream common shares.

 Adjustment of Conversion Number in Connection with the 0.0075 Permitted Stock
Dividend                                                                    

The VoiceStream/Powertel merger agreement provides that in the event  
VoiceStream and/or Powertel pays the 0.0075 stock dividend discussed previously 
in this document in connection with the Deutsche Telekom/VoiceStream merger     
agreement and the Deutsche Telekom/Powertel merger agreement, as applicable, the
calculation of the conversion number will be adjusted as appropriate so that the
aggregate consideration received by Powertel stockholders in the                
VoiceStream/Powertel merger following such stock dividend will be equivalent to 
the aggregate consideration Powertel stockholders would have received if the    
stock dividend had not been paid. For example, if VoiceStream pays a dividend of
0.0075 of a VoiceStream common share for each VoiceStream common share          
outstanding and Powertel pays a stock dividend of 0.0075 of a Powertel common   
share for each Powertel common share outstanding, the conversion number will be 
0.65 if the average closing price of the VoiceStream common shares is $129.80 or
above and 0.75 if the average closing price of VoiceStream common shares is     
$112.49 or below. If the average closing price of VoiceStream common shares is  
greater than $112.49 and less than $129.80, the conversion number will be the   
quotient determined by dividing $84.37 by the average closing price of          
VoiceStream common shares.                                                      

Treatment of Powertel Warrants                                              

 VoiceStream will assume all obligations of Powertel with respect to any
warrants to purchase Powertel common shares granted pursuant to the warrant     
agreement dated February 7, 1996 between Powertel and Bankers Trust Company, as 
warrant agent, outstanding at the time the VoiceStream/Powertel merger is       
completed.                                                                      

Exchange of Certificates Representing Powertel Shares                       

ChaseMellon Shareholder Services LLC will act as exchange agent in the
VoiceStream/Powertel merger. Shortly after the VoiceStream/Powertel merger is   
completed, ChaseMellon will mail to each registered holder of Powertel common   
shares and Powertel preferred shares a letter of transmittal which the holder   
must properly complete and deliver to the exchange agent with the holder's stock
certificates.                                                                   

  After a record holder of Powertel shares delivers certificates for those
shares and a properly completed letter of transmittal to the exchange agent, the
exchange agent will deliver to the holder:                                      

- the number of whole VoiceStream common shares included in the merger
consideration in respect of such Powertel shares; and             

- after giving effect to any required tax withholdings, a check in the
amount of:                                                        

       -- cash in lieu of any fractional interest in VoiceStream common shares
on the terms described below, plus                        

    -- any cash dividends or other distributions that the holder has the
          right to receive, including dividends or other distributions payable
     with respect to the holders of VoiceStream common shares with a
         record date after the completion of the VoiceStream/Powertel merger
           and a payment date on or before the date the holder properly delivers
Powertel stock certificates to the exchange agent.        

     The exchange agent will not deliver fractional VoiceStream common shares in
connection with the VoiceStream/Powertel merger. Instead, each holder of        
Powertel shares exchanged in the VoiceStream/Powertel merger who would otherwise
have received a fraction of a VoiceStream common share will be entitled to      
receive an amount in cash determined by multiplying the per share closing price 
on the Nasdaq                                                                   
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Stock Market of VoiceStream common shares on the date on which the              
VoiceStream/Powertel merger is completed by the fractional share to which the   
holder would otherwise be entitled.                                             

Powertel shares that are surrendered to the exchange agent will be    
canceled. No interest will be paid or accrued on any amount payable to holders  
of Powertel shares. In addition, no holder of Powertel shares will receive any  
dividends or other distributions with respect to VoiceStream common shares to   
which the holder is entitled under the VoiceStream/Powertel merger agreement    
until that holder's Powertel share certificate is surrendered to the exchange   
agent with a properly completed letter of transmittal.                          

     If any VoiceStream common shares are to be delivered to a person other than
the registered holder of the Powertel shares represented by the certificates    
surrendered to the exchange agent:                                              

    - those Powertel certificates must be properly endorsed or otherwise be in
proper form for transfer; and                                     

 - the person requesting the delivery must pay to the exchange agent any
  transfer or other taxes required as a result of delivery to a person
       other than the registered holder, or establish to the satisfaction of the
exchange agent that such tax has been paid or is not payable.     

   VoiceStream or the exchange agent will be entitled to deduct and withhold
from the consideration otherwise payable pursuant to any holder of Powertel     
shares any amounts they are required to deduct and withhold with respect to the 
making of such payment under the U.S. tax code or under any provision of state, 
local or foreign tax law.                                                       

Treatment of Powertel Options and Restricted Stock                          

  Powertel Options.  If the VoiceStream/Powertel merger is completed, each
outstanding Powertel stock option will be converted into an option to purchase  
the number of VoiceStream common shares determined by multiplying the number of 
Powertel common shares subject to the option immediately prior to completion of 
the VoiceStream/Powertel merger by the applicable conversion number. The        
conversion number is subject to adjustment as described under "-- Consideration 
To Be Received in the VoiceStream/Powertel Merger." The exercise price per      
VoiceStream common share for each of these options will be the exercise price   
per Powertel common share applicable to that option immediately prior to the    
completion of the VoiceStream/Powertel merger divided by the conversion number  
increased to the nearest whole cent. The replacement options will generally have
the same terms and conditions as were applicable under the Powertel option      
plans.                                                                          

    Powertel Restricted Stock.  At the time the VoiceStream/Powertel merger is
completed, the Powertel restricted stock plan will terminate and any unvested   
Powertel restricted stock awards will become fully vested, except as otherwise  
provided in the individual restricted stock award agreements.                   

Dissenting Shares                                                           

    If appraisal rights for any Powertel preferred shares are perfected by any
holder of preferred shares then those shares will be treated as described under 
"The Deutsche Telekom/Powertel Merger and the VoiceStream/Powertel              
Merger -- Appraisal Rights."                                                    

Representations and Warranties                                              

The VoiceStream/Powertel merger agreement contains a number of        
representations and warranties made by VoiceStream and Powertel to each other,  
including those regarding:                                                      

- due organization, good standing and qualification;                  

- capital structure;                                                  

- corporate authority to enter into the VoiceStream/Powertel merger   
 agreement and the stockholder agreements and lack of conflicts with
corporate governance documents, contracts or laws;                

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- governmental filings;                                               

  - accuracy of SEC reports, financial statements and information provided
for inclusion in this document by the parties;                    

  - absence of certain material changes or events since December 31, 1999;

- permits and licenses;                                               

- compliance with laws;                                               

- absence of undisclosed liabilities and pending litigation;          

- the receipt of a fairness opinion from a financial advisor;         

- finders or brokers fees;                                            

- tax matters, including the absence of facts inconsistent with the   
  qualification of the VoiceStream/Powertel merger as a reorganization
under Section 368(a) of the U.S. tax code;                        

    - the vote necessary to approve the VoiceStream/Powertel merger agreement;
and                                                               

- absence of affiliate transactions.                                  

     In addition, Powertel made representations and warranties to VoiceStream as
to:                                                                             

- employee benefit plans;                                             

- employees and employment practices;                                 

- Section 203 of the Delaware General Corporation Law and other       
    anti-takeover laws enacted under Georgia or Delaware law applicable to
Powertel;                                                         

- intellectual property; and                                          

- material contracts.                                                 

In addition, the VoiceStream/Powertel merger agreement contains representations 
and warranties made by the merger subsidiary to Powertel representing some of   
the above matters.                                                              

Conduct of Business Pending the VoiceStream/Powertel Merger                 

    Covenants of Powertel.  Except as contemplated by the VoiceStream/Powertel
merger agreement or the Deutsche Telekom/Powertel merger agreement, Powertel has
agreed that, until the earlier of completion of the VoiceStream/Powertel merger 
or the termination of the VoiceStream/Powertel merger agreement, it will carry  
on its and its subsidiaries' business in the ordinary course in all material    
respects. Until the VoiceStream/Powertel merger is completed or the             
VoiceStream/Powertel merger agreement is terminated, Powertel and its           
subsidiaries will not take the actions listed in the VoiceStream/Powertel merger
agreement, which includes the following actions, without VoiceStream's prior    
written consent, except under limited circumstances specified in the            
VoiceStream/Powertel merger agreement:                                          

    - declare, set aside or pay dividends on, or make distributions in respect
  of, Powertel shares, or split, combine or reclassify any outstanding
Powertel shares;                                                  

- redeem or repurchase any Powertel shares, except as required by     
  Powertel's certificate of incorporation or the Powertel stock option
plans;                                                            

- issue, deliver, pledge, sell or encumber any Powertel shares or any 
options or other rights to acquire those shares;                  

- Important Exception:                                            

      -- Powertel may issue Powertel common shares upon the closing of the
        DiGiPH transaction and the performance of the agreements entered
into in connection with the DiGiPH transaction,         

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          including the stock purchase agreement between Powertel and Sonera
            Holding B.V., the put agreement dated May 30, 2000 between Powertel,
     Eliska Wireless Investors and Sonera Holding B.V. and the put
        agreement dated May 30, 2000 between Powertel and Sonera Holding
       B.V.; or otherwise pursuant to previously disclosed contractual
obligations existing prior to the execution of the      
VoiceStream/Powertel merger agreement; and              

       -- Powertel may issue rights to acquire Powertel shares and may issue
           shares pursuant to such rights for an aggregate of 575,000 Powertel
          common shares pursuant to annual incentive grants, grants to newly
    hired employees and grants to be made pursuant to the DiGiPH
transaction;                                            

   - adopt, amend or propose to amend any stockholder rights plan or related
rights plan;                                                      

     - acquire any business, corporation or partnership, or substantially all of
the assets of any of the foregoing;                               

- Important Exceptions:                                           

       -- Powertel is permitted to enter into acquisition transactions which
      involve individually, or in the aggregate, a purchase price of
$500,000 or less without VoiceStream's consent;         

     -- Powertel is permitted to make capital expenditures in accordance
       with its capital budget for the fiscal years 2000 and 2001; and

       -- Powertel may enter into transactions in connection with the DiGiPH
transaction;                                            

     - authorize or make capital expenditures other than those for less than the
    aggregate annual amount contained in Powertel's capital budget for the
years 2000 and 2001;                                              

- sell, lease, encumber or otherwise dispose of any of its assets;    

- increase the compensation or reimbursement allowances payable to an 
officer or director;                                              

    - enter into employment or severance agreements with, or establish any new
    benefit plan, other than in the ordinary course of business consistent
    with past practice or amend any existing Powertel benefit plan or take
     any action inconsistent with the cash bonus, retention bonus, incentive
bonus, severance, equity awards and other plans set out in the    
       VoiceStream/Powertel merger agreement, which are described in more detail
below;                                                            

   - make any awards under an existing Powertel benefit plan for the benefit
    of any director, officer or employee, except in the ordinary course of
business consistent with past practices;                          

  - except as required by a change in law or U.S. GAAP, make any change in
its method of accounting or its fiscal year;                      

- enter into, modify or amend in any material respect or terminate any
    material contract or agreement to which Powertel is a party, or waive,
release or assign any material rights or claims;                  

- amend any term of any of its outstanding securities in any material 
respect;                                                          

- adopt a plan or agreement of complete or partial liquidation,       
    dissolution, merger, consolidation, restructuring, recapitalization or
other material reorganization;                                    

    - incur or guarantee material indebtedness, including refinancing existing
indebtedness;                                                     

     - create, incur, assume, or allow to exist material liens upon any property
       or assets, except for liens arising in the ordinary course of business or
to secure indebtedness or arising by operation of law;            

- guarantee any indebtedness, leases, dividends or other third party  
obligations;                                                      

  - make any loan or capital contributions to or investment in any person,
other than loans, capital contributions or investments made in the
    ordinary course of business, as required in connection with the DiGiPH
transaction, or made to wholly-owned subsidiaries;                
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 - enter into any agreement that materially restricts Powertel, or after
     completion of the VoiceStream/Powertel merger could materially restrict
       VoiceStream or the surviving corporation from engaging in the business of
   providing wireless telecommunications services or developing wireless
    telecommunications technology anywhere in the world, or otherwise from
engaging in any other business;                                   

 - initiate, settle, appeal or propose to settle, initiate or appeal any
  material litigation, investigation, arbitration, proceeding or other
claim;                                                            

     - make any material tax election or enter into any settlement or compromise
of any material tax liability;                                    

    - take action that could reasonably be expected to make any representation
     or warranty of Powertel under the VoiceStream/Powertel merger agreement
inaccurate and have a material adverse effect on Powertel at the  
completion of the VoiceStream/Powertel merger;                    

   - adopt, amend or propose to amend any Powertel benefit plans or make any
       discretionary contributions to any Powertel benefit plan which is also an
   "employee pension benefit plan" or "employee welfare benefit plan" as
defined in the Employee Retirement Income Security Act of 1974, as
      amended, other than as required by law or as may be required to maintain
compliance with the U.S. tax code and except for other limited    
exceptions;                                                       

   - file any amended tax returns if the result would be a material increase
in Powertel's tax liability;                                      

 - take action that would reasonably be expected to materially impair or
delay obtaining the necessary regulatory approvals to complete the
VoiceStream/Powertel merger;                                      

    - take any action that would be reasonably likely to prevent or impede the
    VoiceStream/Powertel merger from qualifying as a reorganization within
the meaning of Section 368(a) of the U.S. tax code;               

   - take any action that would cause the Powertel common shares to cease to
be quoted on the Nasdaq Stock Market;                             

- during the five business days prior to the completion of the        
     VoiceStream/Powertel merger, take or omit to take any action that could
   increase the number of Powertel shares outstanding on a fully diluted
basis; or                                                         

- enter into any contract, agreement or arrangement to do any of the  
foregoing.                                                        

Covenants of VoiceStream.  VoiceStream has agreed that until the      
VoiceStream/Powertel merger is completed, VoiceStream and its subsidiaries will 
not take the actions listed in the VoiceStream/Powertel merger agreement, which 
includes the following actions, without Powertel's prior written consent, except
under limited circumstances specified in the VoiceStream/Powertel merger        
agreement:                                                                      

- amend its certificate of incorporation or bylaws or the equivalent  
    organizational documents of any of its subsidiaries in any manner that
would be adverse to Powertel or its stockholders;                 

    - reclassify, recapitalize, restructure or engage in a similar transaction
    that results in the receipt by holders of VoiceStream common shares of
any assets, property or cash for such VoiceStream common shares;  

     - take action that would or could reasonably be expected to prevent, impair
or materially delay the ability of VoiceStream to complete the    
VoiceStream/Powertel merger;                                      

- take action that would reasonably be likely to materially adversely 
       affect or materially adversely delay the ability of the parties to obtain
any required regulatory approval or to complete the transactions  
contemplated in the VoiceStream/Powertel merger agreement;        

   - fail to make in a timely manner any filings with the SEC required under
the Securities Act or the Exchange Act;                           
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  - except as required by a change in law or U.S. GAAP, make any change in
its method of accounting or its fiscal year; or                   

- enter into or acquire any new line of business that is material to  
     VoiceStream and is not strategically related to the current business or
operations of VoiceStream.                                        

Offers for Alternative Transactions                                         

Powertel has agreed not to, has agreed not to permit any of its       
subsidiaries to, has agreed not to authorize or permit any of its or their      
respective officers, directors or employees to, and has agreed to use its best  
efforts to cause its advisors and representatives not to:                       

- solicit, initiate or encourage, or knowingly take any other action  
  designed to facilitate, any alternative transaction, which we define
below, to the VoiceStream/Powertel merger; or                     

    - continue or participate in any discussions or negotiations regarding any
alternative transaction to the VoiceStream/Powertel merger.       

However, if at any time before Powertel stockholders approve the      
VoiceStream/Powertel merger, Powertel receives an unsolicited proposal for an   
alternative transaction, then Powertel may, after giving VoiceStream three      
business days' advance written notice:                                          

- furnish information with respect to Powertel pursuant to a          
    confidentiality agreement substantially similar to the confidentiality
agreement in place between VoiceStream and Powertel; and          

  - engage in discussions and negotiations with the persons that made such
proposal;                                                         

but only if:                                                                    

- the Powertel board of directors has determined in good faith, after 
      receiving advice from outside counsel, that providing information to the
  third party or participating in negotiations or discussions could be
   reasonably expected to result in a superior proposal, which we define
below, being made; and                                            

  - Powertel is not otherwise in breach of its obligations described above
not to solicit or engage in discussions regarding an alternative  
transaction.                                                      

Important Definitions:                                                      

   "alternative transaction" means a proposal or intended proposal regarding
any of the following:                                                           

  - a transaction or series of transactions in which any third party would
  acquire, directly or indirectly, beneficial ownership of outstanding
      shares representing more than 20% of the voting power of the outstanding
Powertel shares or pursuant to a tender offer or exchange offer;  

  - any acquisition of or business combination with Powertel or any of its
     subsidiaries, as applicable, by a merger or other business combination;
or                                                                

- any transaction in which any third party acquires or would acquire, 
 directly or indirectly, control of assets of Powertel or any of its
    subsidiaries for consideration equal to 20% or more of the fair market
value of all of the outstanding Powertel shares.                  

An alternative transaction does not include the Deutsche Telekom/Powertel merger
or the Deutsche Telekom/Powertel merger agreement.                              

    "superior proposal" means any proposal made by a third party to enter into
an alternative transaction which the Powertel board of directors determines in  
its good faith judgment based on, among other things, the advice of a financial 
advisor of nationally recognized reputation, to be more favorable to Powertel's 
stockholders than the VoiceStream/Powertel merger taking into account all       
relevant factors, including whether, in the good faith judgment of the Powertel 
board of directors, the third party is reasonably able to finance the proposed  
transaction.                                                                    
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    Powertel also has agreed to notify VoiceStream promptly of any request for
information or of any proposal in connection with an alternative transaction,   
including the material terms of the request or proposal and the identity of the 
person making it, and Powertel has agreed to keep VoiceStream fully informed of 
the status of any alternative transaction. In addition, Powertel agreed to cease
all activities, discussions or negotiations with respect to an alternative      
transaction that existed at the time the VoiceStream/Powertel merger agreement  
was signed.                                                                     

Powertel Board of Directors' Recommendation                                 

  The VoiceStream/Powertel merger agreement requires the Powertel board of
directors:                                                                      

- to recommend that the Powertel stockholders approve the             
VoiceStream/Powertel merger agreement;                            

   - not to withdraw, modify or qualify, or to propose publicly to withdraw,
       modify or qualify, its recommendation in a manner adverse to VoiceStream;

- not to approve or recommend, or to propose publicly to approve or   
recommend any alternative transaction; and                        

     - not to cause Powertel to agree to engage in any alternative transactions.

  However, if the Powertel board of directors receives a superior proposal
before Powertel stockholders approve the VoiceStream/Powertel merger agreement, 
the Powertel board of directors may inform the Powertel stockholders that it no 
longer recommends approval of the VoiceStream/Powertel merger agreement, if:    

  - Powertel sends VoiceStream written notice that Powertel has received a
 superior proposal, which notice describes the terms of the superior
     proposal and the identity of the proposer, and that Powertel intends to
      change its recommendation regarding the VoiceStream/Powertel merger; and

    - five business days have passed since VoiceStream received the notice. In
     addition, Powertel must give VoiceStream reasonable opportunity to make
    adjustments in the terms of the VoiceStream/ Powertel merger agreement
that would enable the Powertel board of directors to maintain its 
  recommendation to approve the VoiceStream/Powertel merger agreement.

   The VoiceStream/Powertel merger agreement also permits Powertel to comply
with Rule 14d-9 or Rule 14e-2(a) under the Exchange Act or to make any other    
disclosure to Powertel stockholders if, in the good faith judgment of the       
Powertel board of directors, after receipt of advice from outside counsel,      
failure to disclose would result in a reasonable likelihood that the Powertel   
board of directors would breach its duties to Powertel stockholders under       
Delaware law.                                                                   

Submission of VoiceStream/Powertel Merger Agreement to Stockholder    
Vote.  The VoiceStream/Powertel merger agreement requires Powertel to submit the
VoiceStream/Powertel merger agreement to a stockholder vote at the Powertel     
special meeting even if the Powertel board of directors no longer recommends    
approval of the VoiceStream/Powertel merger.                                    

Additional Agreements                                                       

The VoiceStream/Powertel merger agreement contains a number of other  
covenants and agreements by or between VoiceStream and Powertel on subjects     
including:                                                                      

- notification of material facts, events or circumstances; and        

- registration rights of principal Powertel stockholders.             

   In addition, VoiceStream has agreed to use its reasonable best efforts to
cause the new VoiceStream common shares to be included on the Nasdaq Stock      
Market.                                                                         

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Senior Discount Notes and Senior Notes                                      

    VoiceStream has also agreed to cause the surviving corporation to commence
offers to repurchase certain outstanding publicly-traded notes of Powertel      
pursuant to the terms of their indentures within 30 days following the          
completion of the VoiceStream/Powertel merger.                                  

Efforts to Complete the VoiceStream/Powertel Merger                         

VoiceStream and Powertel have agreed to:                              

   - use their reasonable best efforts to take all actions, and to cooperate
 with the other party in doing, all things necessary to complete the
    VoiceStream/Powertel merger and the other transactions contemplated by
the VoiceStream/Powertel merger agreement;                        

     - take all actions necessary to comply promptly with all legal requirements
with respect to the VoiceStream/Powertel merger;                  

    - obtain any consent by any governmental entity or other public or private
third party required to be obtained; and                          

- oppose entry or lift the effects of any injunction or other order   
adversely affecting their ability to consummate the transactions  
contemplated by the VoiceStream/Powertel merger agreement.        

- Important exceptions:                                             

-- VoiceStream will not be required, nor, without the consent of
         VoiceStream, will Powertel 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 Powertel, VoiceStream or any of
           their subsidiaries or any material portion of the assets of Powertel,
      VoiceStream or any of their subsidiaries or any of the business,
       product lines, or assets of Powertel, VoiceStream or any of their
subsidiaries; and                                         

       -- In connection with any filing or submission required or action to be
        taken to consummate the VoiceStream/Powertel merger, Powertel will
        not, without VoiceStream's prior written consent, commit to divest
         any assets of the business of Powertel and its subsidiaries if such
     divested assets and/or businesses are material to the assets or
      profitability of Powertel and its subsidiaries taken as a whole.

Indemnification and Insurance                                               

     The surviving corporation of the VoiceStream/Powertel merger is required by
the VoiceStream/ Powertel merger agreement to maintain in effect the current    
provisions regarding indemnification of officers and directors contained in the 
charter and bylaws and any indemnification agreements of Powertel and each of   
its subsidiaries.                                                               

  Prior to the completion of the VoiceStream/Powertel merger, Powertel has
the right, subject to VoiceStream's prior written approval, to obtain a "tail"  
coverage directors' and officers' liability insurance policy providing coverage 
in amounts and on terms consistent with Powertel's existing insurance policy for
a period of six years after the completion of the VoiceStream/Powertel merger.  
If Powertel does not obtain this insurance prior to the completion of the       
VoiceStream/Powertel merger, VoiceStream has agreed to cause the surviving      
corporation to continue to provide directors' and officers' liability insurance 
for a period of six years after the completion of the VoiceStream/Powertel      
merger. However, the surviving corporation is not required to expend in any year
an amount in excess of 250% of the last annual premium paid by Powertel prior to
August 26, 2000. If the aggregate expenditure on coverage exceeds that amount,  
the surviving corporation will purchase as much insurance as can be obtained for
that amount.                                                                    

Employee Benefits                                                           

  Following the completion of the VoiceStream/Powertel merger, VoiceStream
will take all necessary action so that each current or former Powertel employee 
who was eligible to participate in a Powertel                                   

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benefit plan before the VoiceStream/Powertel merger will either be eligible to  
continue participation in such Powertel benefit plan or participate in a        
corresponding employee benefit plan maintained by VoiceStream or any of its     
subsidiaries. The VoiceStream/Powertel merger agreement also specifies the      
treatment of pre-existing conditions, exclusions and waiting periods with       
respect to current and former employees of Powertel and its subsidiaries under  
any welfare or fringe benefit plans of VoiceStream in which such employees and  
former employees participate in after completion of the VoiceStream/Powertel    
merger.                                                                         

 Powertel agreed to enact and implement the plans described below, after
approval of the specifics of each plan by Deutsche Telekom and VoiceStream,     
which plans are to be effective as of the completion of the VoiceStream/Powertel
merger:                                                                         

     - a $3,000 cash bonus payable to each full-time employee of Powertel who is
       continuously employed by Powertel during the period starting December 31,
2000 and ending three months after the completion of the          
 VoiceStream/Powertel merger, or whose job is eliminated within that
      period, with such payment prorated for part-time employees and for those
employees who are hired after December 31, 2000;                  

   - a $20 million cash retention bonus to be paid to 150-300 key employees,
      as determined by the chief executive officer and chief operating officer
      of each of VoiceStream and Powertel, with such payments to be earned and
payable over a two-year period following the completion of the    
VoiceStream/Powertel merger;                                      

  - a $20 million cash incentive bonus pool to be paid to the same 150-300
   key employees, as determined by the chief executive officer and chief
       operating officer of each of VoiceStream and Powertel, with such payments
   to be earned and payable in September 2001 for performance during the
 first and second calendar quarters of 2001, and in January 2002 for
performance during the third and fourth calendar quarters of 2001;

  - a severance plan for employees of Powertel employed immediately before
   the completion of the VoiceStream/Powertel merger whose employment is
       terminated due to job elimination resulting from the VoiceStream/Powertel
    merger. Severance payments will represent a minimum of four weeks base
      salary or hourly equivalent (not including overtime) and targeted bonus,
   plus two weeks per year of actual service to Powertel or VoiceStream,
respectively, up to a maximum of 20 weeks. Any payments under the 
     severance plan will be reduced by any payments received by the affected
     employee under the cash bonus, retention bonus or incentive bonus plans
   described above. To obtain benefits under this plan, an employee must
agree to release the surviving corporation from all claims against
Powertel, Deutsche Telekom and VoiceStream; and                   

   - Powertel will be allowed to issue up to an aggregate of 575,000 options
     prior to the completion of the VoiceStream/Powertel merger, to Powertel
  employees in yearly performance grants, to DiGiPH PCS employees that
   become Powertel employees and in connection with offers of employment
outstanding as of August 26, 2000. Employees whose employment is  
       terminated due to job elimination resulting from the VoiceStream/Powertel
merger will receive change of control accelerated vesting of their
      options if their job is eliminated within 18 months of the completion of
      the VoiceStream/Powertel merger. Individuals receiving change of control
     vesting will not be eligible for actual or potential remaining payments
     under the cash bonus, retention bonus or incentive bonus plans but will
be eligible for severance payments, subject to certain reductions.

Closing Conditions                                                          

     Conditions to Each Party's Obligations to Complete the VoiceStream/Powertel
Merger. VoiceStream's and Powertel's respective obligations to complete the     
VoiceStream/Powertel merger are subject to the satisfaction or waiver of        
conditions, including the following.                                            

- Stockholder Approval.  The holders of a majority of the outstanding 
      voting power of the Powertel common shares and Series A preferred shares
voting together as a single class with the Series A               
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    preferred shares voting on an as-converted-to-common shares basis, and
the holders of two-thirds of each class of the Powertel Series A  
     preferred shares, Series B preferred shares, Series D preferred shares,
       Series E preferred shares and Series F preferred shares, each voting as a
  separate class, having approved and adopted the VoiceStream/Powertel
merger agreement.                                                 

    - No Injunction or Restraint.  The absence of any law, order or injunction
   preventing the completion of the VoiceStream/Powertel merger or which
could reasonably be expected to have a material adverse effect on 
Powertel.                                                         

  - Nasdaq Stock Market Listings.  Authorization for listing on the Nasdaq
       Stock Market of the VoiceStream common shares issuable in accordance with
the VoiceStream/Powertel merger.                                  

   - HSR Act.  Expiration or termination of any waiting period under the HSR
Act applicable to the VoiceStream/Powertel merger.                

- Registration Statement Effective.  No stop order suspending the     
effectiveness of the Form S-4 registration statement or this proxy
       statement/prospectus will have been issued by the SEC, and no proceedings
for that purpose will have been initiated or, to the knowledge of 
VoiceStream or Powertel, threatened by the SEC.                   

- Termination of Other Merger Agreements.  Termination of the Deutsche
    Telekom/VoiceStream merger agreement and the Deutsche Telekom/Powertel
merger agreement in accordance with their respective terms.       

   Additional Conditions to the Obligations of Powertel.  The obligations of
Powertel to effect the VoiceStream/Powertel merger are also subject to the      
satisfaction, or waiver by Powertel, of conditions, including the following.    

- Performance of Obligations; Representations and Warranties.         

-- VoiceStream having performed in all material respects each of its
   agreements contained in the VoiceStream/Powertel merger agreement
required to be performed at or prior to the completion of the 
VoiceStream/Powertel merger; and                              

-- the representations and warranties of VoiceStream and the        
representations and warranties of the merger subsidiary in the
       VoiceStream/Powertel merger agreement will be true and correct at and
as of the date the VoiceStream/Powertel merger is complete;   

       (a) except as contemplated or permitted by the VoiceStream/Powertel
merger agreement; and                               

          (b) except for failures which, individually or in the aggregate, would
           not reasonably be expected to have a material adverse effect on
VoiceStream or the transactions contemplated by the 
VoiceStream/Powertel merger agreement.              

    Notwithstanding the conditions described above VoiceStream may enter
    into any subsequent transaction, and no changes of representation or
    warranty of VoiceStream contained in the VoiceStream/Powertel merger
    agreement as a result of any subsequent transaction will result in a
      failure of these conditions, provided the subsequent transaction would
not reasonably be expected to have a material adverse effect on 
VoiceStream.                                                    

- Receipt of Consents Under Agreements.  VoiceStream having obtained all        
material consents or approvals required under VoiceStream's and its         
subsidiaries' debt instruments.                                             

- Receipt of FCC Opinion.  Powertel having received an opinion of FCC counsel to
 VoiceStream substantially in the form agreed upon in the VoiceStream/Powertel
merger agreement.                                                           

- Receipt of Governmental Approvals.  All necessary consents or authorizations  
from any governmental entities required for the VoiceStream/Powertel merger 
having been received, unless the failure to receive any such consent or     
authorization would not have a material adverse effect on VoiceStream or the
transactions contemplated by the VoiceStream/Powertel merger agreement, and 
such consents or                                                            

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authorizations do not contain any conditions which would reasonably be      
 expected to have a material adverse effect on VoiceStream or the transactions
contemplated by the VoiceStream/Powertel merger agreement.                  

- Receipt of Tax Opinion.  Powertel having received an opinion of Morris,       
  Manning & Martin, LLP, dated as of the date the VoiceStream/Powertel merger is
completed, substantially to the effect that, for U.S. federal income tax    
purposes, the VoiceStream/Powertel merger will qualify as a reorganization  
within the meaning of Section 368(a) of the U.S. tax code.                  

   Additional Conditions to the Obligations of VoiceStream.  The obligations
of VoiceStream to effect the VoiceStream/Powertel merger are also subject to the
satisfaction, or waiver by VoiceStream, of conditions, including the following. 

- Performance of Obligations; Representations and Warranties.         

 -- Powertel having performed in all material respects each of its
       agreements contained in the VoiceStream/Powertel merger agreement
   required to be performed at or prior to the completion of the
VoiceStream/Powertel merger; and                          

-- the representations and warranties of Powertel in the        
           VoiceStream/Powertel merger agreement will be true and correct at and
  as of the date the VoiceStream/Powertel merger is completed;

         (a) except as contemplated or permitted by the VoiceStream/Powertel
merger agreement; and                             

      (b) except for failures, which individually or in the aggregate,
         would not reasonably be expected to have a material adverse
              effect on Powertel, VoiceStream or the transactions contemplated
by the VoiceStream/Powertel merger agreement.     

  - Receipt of FCC Opinion.  VoiceStream having received an opinion of the
   FCC counsel of Powertel, substantially in the form agreed upon in the
VoiceStream/Powertel merger agreement.                            

- Consents Under Agreements.  Powertel having obtained all material   
   consents or approvals required under Powertel's and its subsidiaries'
debt instruments.                                                 

- Receipt of Governmental Approvals.  All necessary consents or       
authorizations from any governmental entities required for the    
      VoiceStream/Powertel merger having been received and, in the case of the
     FCC, having become final orders, unless this requirement of finality is
 waived by VoiceStream in its sole discretion, unless the failure to
 receive any such consent or authorization would not have a material
adverse effect on Powertel or VoiceStream or the transactions     
contemplated by the VoiceStream/Powertel merger agreement and such
  consents or authorizations do not contain any conditions which would
     reasonably be expected to have a material adverse effect on VoiceStream
 or the transactions contemplated by the VoiceStream/Powertel merger
agreement.                                                        

     - Receipt of Tax Opinion.  VoiceStream having received an opinion of Jones,
   Day, Reavis & Pogue and/or Preston Gates & Ellis LLP, dated as of the
     date the VoiceStream/Powertel merger is completed, substantially to the
     effect that, on the basis of the facts, representations and assumptions
 set forth in the opinion, for U.S. federal income tax purposes, the
     VoiceStream/Powertel merger will qualify as a reorganization within the
meaning of Section 368(a) of the U.S. tax code.                   

Waiver of Conditions.  In the event VoiceStream or Powertel waives a  
material condition to the VoiceStream/Powertel merger, VoiceStream or Powertel, 
as applicable, will, if legally required, resolicit approval of its             
stockholders.                                                                   

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Termination and Termination Fee                                             

Automatic Termination.  The VoiceStream/Powertel merger agreement will
terminate automatically upon the completion of the Deutsche Telekom/Powertel    
merger.                                                                         

Right to Terminate.  The VoiceStream/Powertel merger agreement may be 
terminated at any time before the completion of the VoiceStream/Powertel merger 
in any of the following ways:                                                   

- by mutual written consent;                                          

- by either VoiceStream or Powertel:                                  

  -- if the VoiceStream/Powertel merger has not been completed on or
         before December 31, 2001, unless the party seeking to terminate the
          VoiceStream/Powertel merger agreement has caused the delay, provided
that this date may be accelerated if the Deutsche Telekom/
           VoiceStream merger agreement and the Deutsche Telekom/Powertel merger
agreement have been terminated;                           

-- if the VoiceStream/Powertel merger is permanently enjoined or
           prohibited by a governmental order or ruling, and the order or ruling
has become final and nonappealable; or                    

       -- the stockholders of Powertel or VoiceStream do not approve and adopt
           the VoiceStream/Powertel merger agreement at their respective special
meetings;                                                 

- by VoiceStream if:                                                  

   -- Powertel fails to comply with any of its covenants or agreements
         contained in the VoiceStream/ Powertel merger agreement required to
        be complied with prior to the date of termination and such failure
       would reasonably be expected to have a material adverse effect on
      VoiceStream or the transactions contemplated by the VoiceStream/
          Powertel merger agreement; and the failure cannot be or has not been
         cured within 30 days after receipt by Powertel of written notice of
the failure to comply; or                                 

        -- Powertel breaches any representation or warranty and the breach would
           reasonably be expected to have a material adverse effect on Powertel,
      VoiceStream or the transactions contemplated by the VoiceStream/
         Powertel merger agreement, and the breach cannot be or has not been
         cured within 30 days after receipt by Powertel of written notice of
the breach; or                                            

- by Powertel if:                                                     

      -- VoiceStream fails to comply with any of its covenants or agreements
           contained in the VoiceStream/Powertel merger agreement required to be
          complied with prior to the date of termination and the failure would
           reasonably be expected to have a material adverse effect on Powertel,
      VoiceStream or the transactions contemplated by the VoiceStream/
           Powertel merger agreement, and cannot be or has not been cured within
           30 days after receipt by VoiceStream of written notice of the failure
to comply; or                                             

       -- VoiceStream breaches any representation or warranty contained in the
           VoiceStream/Powertel merger agreement and the breach would reasonably
         be expected to have a material adverse effect on VoiceStream or the
  transactions contemplated by the VoiceStream/Powertel merger
         agreement, and the breach cannot be or has not been cured within 30
        days after receipt by VoiceStream of written notice of the breach.

    Should any of these potential grounds for termination occur, VoiceStream's
and Powertel's board of directors may or may not exercise their respective      
rights to terminate the VoiceStream/Powertel merger agreement.                  

     Termination Fees.  Powertel has agreed to pay VoiceStream a termination fee
of $150 million plus expenses not to exceed $10 million in the event that       
Powertel terminates the VoiceStream/Powertel                                    

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merger agreement because the Powertel stockholders do not adopt and approve the 
VoiceStream/Powertel merger agreement, or VoiceStream terminates the agreement  
for one of the following reasons:                                               

- Powertel fails to comply with any of its covenants or agreements    
       contained in the VoiceStream/Powertel merger agreement, the failure would
     reasonably be expected to have a material adverse effect on VoiceStream
 or the transactions contemplated by the VoiceStream/Powertel merger
      agreement and the failure cannot be or has not been cured within 30 days
   after receipt by Powertel of written notice of the failure to comply;

- the stockholders of Powertel do not adopt and approve the           
VoiceStream/Powertel merger agreement; or                         

- Powertel breaches any representation or warranty contained in the   
   VoiceStream/Powertel merger agreement, the breach would reasonably be
    expected to have a material adverse effect on Powertel, VoiceStream or
      the transactions contemplated by the VoiceStream/Powertel merger and the
    breach cannot be or has not been cured within 30 days after receipt by
Powertel of written notice of the breach.                         

Important Exception:  In the event Powertel is also obligated to pay a
termination fee pursuant to the Deutsche Telekom/Powertel merger agreement,     
Powertel will instead pay each of Deutsche Telekom and VoiceStream $75 million  
plus expenses not to exceed $10 million.                                        

  VoiceStream has agreed to pay Powertel a termination fee of $150 million
plus expenses not to exceed $10 million in the event that Powertel terminates   
the VoiceStream/Powertel merger agreement for one of the following reasons:     

- VoiceStream fails to comply with any of its covenants or agreements 
       contained in the VoiceStream/Powertel merger agreement, the failure would
   reasonably be expected to have a material adverse effect on Powertel,
      VoiceStream or the transactions contemplated by the VoiceStream/Powertel
     merger agreement and the failure cannot be or has not been cured within
30 days after receipt by VoiceStream of the failure to comply;    

- the stockholders of VoiceStream do not adopt and approve the        
VoiceStream/Powertel merger agreement; or                         

- VoiceStream breaches any representation or warranty contained in the
   VoiceStream/Powertel merger agreement, the breach would reasonably be
expected to have a material adverse effect on VoiceStream or the  
    transactions contemplated by the VoiceStream/Powertel merger agreement
 and the breach cannot be or has not been cured within 30 days after
receipt by VoiceStream of written notice of the breach.           

Expenses                                                                    

   Whether or not the VoiceStream/Powertel merger is completed, all fees and
expenses incurred in connection with the VoiceStream/Powertel merger and the    
VoiceStream/Powertel merger agreement will be paid by the party incurring the   
fees or expenses, except that:                                                  

   - Deutsche Telekom, VoiceStream and Powertel will share equally the costs
       and expenses, other than attorneys' fees, incurred in connection with the
printing and mailing of this document;                            

  - VoiceStream and Powertel will share equally any filing fees, including
       fees payable to the SEC and state regulatory authorities, with respect to
       the proxy statement/prospectus and the registration statement on Form S-4
    covering the VoiceStream common shares issuable upon completion of the
VoiceStream/Powertel merger; and                                  

     - VoiceStream and Powertel will share equally the costs and expenses of any
filing fees paid under the HSR Act.                               

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Amendment; Waiver; Assignment                                               

VoiceStream, Powertel and merger subsidiary may amend the             
VoiceStream/Powertel merger agreement prior to completion of the                
VoiceStream/Powertel merger, but after VoiceStream's and Powertel's stockholders
have approved the VoiceStream/Powertel merger agreement, no amendment may be    
made which by law requires further stockholder approval without such approval   
being obtained.                                                                 

At any time before the VoiceStream/Powertel merger is completed,      
VoiceStream, Powertel and merger subsidiary may:                                

  - extend the time for the performance of any of the obligations or other
acts required by the VoiceStream/Powertel merger agreement; and   

- waive any inaccuracies in the representations and warranties or     
   compliance with any of the agreements or conditions, contained in the
     VoiceStream/Powertel merger agreement or in any document required to be
delivered pursuant to the VoiceStream/Powertel merger agreement.  

VoiceStream, Powertel and merger subsidiary may not assign the        
VoiceStream/Powertel merger agreement or any of their rights, interests or      
obligations under the VoiceStream/Powertel merger agreement without the prior   
written consent of the non-assigning parties.                                   

Important Definitions                                                       

"material adverse effect."  As used in the VoiceStream/Powertel merger
agreement, a "material adverse effect" on any company means any change, effect, 
fact or condition that is materially adverse to the business, properties,       
assets, results of operations or financial condition of the company and its     
subsidiaries. "Material adverse effect" includes any event, fact or condition   
which would reasonably be expected to materially delay, interfere with, impair  
or prevent the transactions contemplated by the VoiceStream/Powertel merger     
agreement in a manner that would have a material adverse effect on such         
transactions.                                                                   

 However, "material adverse effect" does not include any adverse change,
effect or development that is primarily caused by:                              

 - conditions affecting the U.S. economy generally or the economy of any
      nation or region in which VoiceStream or Powertel and their subsidiaries
conduct business that is material to their businesses;            

 - conditions generally affecting the industries in which VoiceStream or
Powertel conduct their businesses; or                             

- the announcement or existence of the VoiceStream/Powertel merger    
     agreement and the transactions contemplated by the VoiceStream/Powertel
merger agreement.                                                 

Amendment and Restatement                                                   

The VoiceStream/Powertel merger agreement was originally entered into 
between VoiceStream and Powertel on August 26, 2000. On September 28, 2000, the 
VoiceStream/Powertel merger agreement was amended and restated for the purpose  
of making merger subsidiary a party to the VoiceStream/Powertel merger agreement
and other technical changes. On February 8, 2001, the VoiceStream/Powertel      
merger agreement was further amended and restated primarily for the purposes of 
adjusting the calculation of the conversion number in the event the dividends   
permitted under the Deutsche Telekom/VoiceStream merger agreement and the       
Deutsche Telekom/Powertel merger agreement are paid.                            

VOICESTREAM'S AGREEMENTS WITH STOCKHOLDERS OF POWERTEL                          

In connection with the execution of the VoiceStream/Powertel merger   
agreement, VoiceStream entered into separate agreements with Powertel           
stockholders who, in the aggregate, had sufficient voting power as of the       
Powertel record date to approve the VoiceStream/Powertel merger. We summarize   
the material terms of these agreements below, and this summary is qualified in  
its entirety by reference to the                                                

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text of the stockholder agreements, copies of which have been filed as exhibits 
to VoiceStream's and Deutsche Telekom's respective registration statements and  
are incorporated herein by reference.                                           

The following Powertel stockholders and some of their affiliates have 
entered into stockholder agreements with VoiceStream in connection with the     
VoiceStream/Powertel merger:                                                    

ITC Holding Company, Inc.                                             
SCANA Communications Holdings, Inc.                                   
Sonera Corporation                                                    
Donald W. Burton and certain limited partnerships controlled by him   
American Water Works Company                                          

Agreement to Vote                                                           

     Each stockholder agreement obligates the stockholder that is a party to the
agreement to vote all its Powertel shares in favor of the VoiceStream/Powertel  
merger and the VoiceStream/Powertel merger agreement and to vote all of its     
Powertel shares against any alternative transaction, as defined in the          
VoiceStream/Powertel merger agreement and as discussed under "-- The            
VoiceStream/Powertel Merger Agreement -- Offers for Alternative Transactions,"  
or the liquidation or winding up of Powertel. Each stockholder's obligation to  
vote in this manner applies whether or not the Powertel board of directors      
continues to recommend the VoiceStream/Powertel merger to the Powertel          
stockholders.                                                                   

Transfer Restrictions                                                       

Each stockholder agreement restricts or limits the ability of the     
stockholder that is a party to the agreement to sell, transfer, pledge, assign  
or otherwise dispose of, any of its Powertel shares, or rights to purchase      
Powertel shares or, until six months after completion of the                    
VoiceStream/Powertel merger, VoiceStream common shares, in each case that are   
subject to the stockholder agreement. The stockholders that are parties to the  
stockholder agreements can sell, transfer, pledge, assign or otherwise dispose  
of their Powertel shares or VoiceStream shares, as the case may be, in limited  
circumstances, with VoiceStream's written consent, as expressly permitted by the
stockholder agreement, pursuant to the VoiceStream/ Powertel merger agreement or
pursuant to the Deutsche Telekom/Powertel merger agreement. In that regard, each
stockholder agreement, other than the agreement with American Water Works       
Company, provides that:                                                         

   - until the later of January 1, 2001 and the date of the Powertel special
meeting, the stockholder may not sell, transfer, pledge, assign or
     otherwise dispose of, any Powertel shares or rights that are subject to
the stockholder agreement;                                        

  - from the later of January 1, 2001 and the date of the Powertel special
      meeting, until the earlier of the completion of the VoiceStream/Powertel
     merger or the termination of the VoiceStream/Powertel merger agreement,
   the stockholder may sell or transfer up to an aggregate of 25% of the
   number of Powertel shares owned by such stockholder, which percentage
  increases commensurately to that percentage sold, subject to certain
exempt transfers, by any VoiceStream stockholder who executed a   
    VoiceStream stockholder agreement pursuant to the VoiceStream/Powertel
merger agreement;                                                 

- from the completion of the VoiceStream/Powertel merger through and  
including the six month anniversary of the completion of the      
  VoiceStream/Powertel merger, the stockholder may not sell, transfer,
   pledge, assign or otherwise dispose of, any VoiceStream common shares
     that are subject to the stockholder agreement except in accordance with
       Rule 144 and Rule 145 of the Securities Act, except that if a VoiceStream
      stockholder who executed a VoiceStream stockholder agreement pursuant to
      the VoiceStream/Powertel merger agreement proposes to transfer more than
      the number of shares permitted to be transferred under Rule 144, subject
     to certain exempt transfers, then the Powertel stockholder may transfer
    shares under its registration rights commensurate with that percentage
sold by the VoiceStream stockholder; and                          

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- after the six-month anniversary of the completion of the            
VoiceStream/Powertel merger, all contractual sale and transfer    
restrictions end.                                                 

 For a description of the stockholder agreements executed by VoiceStream
stockholders pursuant to the VoiceStream/Powertel merger agreement, see         
"-- Powertel's Agreements with Stockholders of VoiceStream."                    

Termination                                                                 

  Each stockholder agreement will terminate upon the earliest to occur of:

- the completion of the VoiceStream/Powertel merger;                  

- the termination of the VoiceStream/Powertel merger agreement; and   

- August 26, 2002.                                                    

No Solicitation                                                             

Each stockholder agrees not to initiate or participate in, and not to 
authorize any representatives to solicit, initiate or participate in,           
discussions or negotiations regarding transactions or business combinations     
between Powertel and a company other than VoiceStream, except as otherwise      
permitted by the VoiceStream/Powertel merger agreement. See "-- The             
VoiceStream/Powertel Merger Agreement -- Offers for Alternative Transactions."  

POWERTEL'S AGREEMENTS WITH STOCKHOLDERS OF VOICESTREAM                          

In connection with the execution of the VoiceStream/Powertel merger   
agreement, Powertel entered into separate agreements with VoiceStream           
stockholders who, in the aggregate, had sufficient voting power as of the       
VoiceStream record date to approve the VoiceStream/Powertel merger. In addition,
Deutsche Telekom agreed in the Deutsche Telekom/Powertel merger agreement to    
vote in favor of the VoiceStream/Powertel merger. We summarize the material     
terms of these agreements below, and this summary is qualified in its entirety  
by reference to the text of the stockholder agreements, copies of which have    
been filed as exhibits to VoiceStream's and Deutsche Telekom's registration     
statements and are incorporated herein by reference.                            

Agreement to Vote                                                           

     Each stockholder agreement obligates the stockholder that is a party to the
agreement to vote all of its VoiceStream shares in favor of the                 
VoiceStream/Powertel merger and the VoiceStream/Powertel merger agreement. The  
Deutsche Telekom/Powertel merger agreement obligates Deutsche Telekom to vote   
all of its VoiceStream shares in favor of the VoiceStream/Powertel merger and   
the VoiceStream/ Powertel merger agreement. Each stockholder's obligation to    
vote in this manner is irrevocable and unconditional.                           

Transfer Restrictions                                                       

   Each of the stockholder agreements and, with respect to Deutsche Telekom,
the Deutsche Telekom/ Powertel merger agreement, restricts or limits the ability
of the stockholder that is a party to the agreement to sell, transfer, pledge,  
assign or otherwise dispose of any VoiceStream shares owned by such stockholder 
until the later of January 1, 2001 and the date of the VoiceStream special      
meeting, except to affiliates and by operation of law, in each case where the   
transferees agree to be bound by the terms of the stockholder agreement.        

     Each VoiceStream stockholder who is a party to a stockholder agreement, not
including Deutsche Telekom, has agreed as follows:                              

     - from the later of January 1, 2001 and the date of the VoiceStream special
      meeting, until the earlier of the completion of the VoiceStream/Powertel
      merger or the termination of the VoiceStream/ Powertel merger agreement,
  if a VoiceStream stockholder proposes to sell, transfer, or exercise
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  registration rights with respect to more than 25% of the VoiceStream
     stockholders' shares, then the VoiceStream stockholder must notify each
       of the Powertel stockholders who entered into stockholder agreements with
  VoiceStream of the proposed sale, transfer or exercise of rights and
      waive any right the VoiceStream stockholder has to preclude or delay the
   filing of a registration statement on behalf of any of these Powertel
     stockholders or transfers of Powertel shares in the amount permitted by
the applicable Powertel stockholder agreement; and                

  - for six months beginning on the completion of the VoiceStream/Powertel
   merger, if the VoiceStream stockholder proposes to sell, transfer, or
       exercise registration rights with respect to more VoiceStream shares than
    the VoiceStream stockholder is permitted to sell or transfer under the
    volume restrictions of Rule 144 of the Securities Act, the VoiceStream
   stockholder must notify each of the Powertel stockholders who entered
into stockholder agreements with VoiceStream of the proposed sale,
      transfer or exercise of rights and either allow the Powertel stockholder
   to participate in the registration or waive any right the VoiceStream
stockholder has to preclude or delay the filing of a registration 
statement on behalf of any of these Powertel stockholders.        

Agreement to Elect a Powertel Nominee to the VoiceStream Board of Directors 

     Each VoiceStream stockholder that is a party to a stockholder agreement has
agreed that it will vote all its VoiceStream common shares, and Deutsche Telekom
has agreed in the Deutsche Telekom/Powertel merger agreement to vote all of its 
VoiceStream voting preferred shares at the two annual meetings of VoiceStream   
following the completion of the VoiceStream/Powertel merger in favor of the     
election to VoiceStream's board of directors of one nominee, and successors of  
such nominee, chosen by Powertel and acceptable to VoiceStream. After the       
completion of the VoiceStream/Powertel merger, in the event a nominee or        
successor nominee chosen by Powertel before the VoiceStream/Powertel merger is  
completed is unable or unwilling to serve, two current Powertel stockholders    
may, by mutual agreement, name an alternate successor. Deutsche Telekom's       
obligation is not enforceable if it would reduce its rights to appoint directors
representing 10% of VoiceStream's board of directors. To effect these voting    
arrangements, these VoiceStream stockholders have agreed to amend existing      
VoiceStream voting agreements to which they are parties. See "-- VoiceStream's  
Agreements with Stockholders of Powertel."                                      

Termination                                                                 

  Each of the stockholder agreements, and the applicable provisions of the
Deutsche Telekom/Powertel merger agreement, will terminate upon the earliest to 
occur of:                                                                       

- the completion of the VoiceStream/Powertel merger;                  

- the termination of the VoiceStream/Powertel merger agreement; or    

- August 26, 2002.                                                    

The Letter Agreement with Telephone & Data Systems, Inc.                    

   In addition to the general provisions described above applying to each of
the stockholder agreements, Telephone & Data Systems, Inc. and Powertel entered 
into a letter agreement. This agreement provides that, in the event that the    
board of directors of Telephone & Data Systems determines that Telephone & Data 
Systems is subject to the regulations of the Investment Company Act of 1940 and 
Telephone & Data Systems is unsuccessful in obtaining an exemption from such    
regulations or is not eligible for an exemption, the restrictions on Telephone &
Data Systems' right to transfer VoiceStream common shares will be modified to   
allow it to sell the minimum number of VoiceStream common shares that would     
allow Telephone & Data Systems to avoid being characterized as an "investment   
company" under the Investment Company Act of 1940.                              

  On December 27, 2000, TDS assigned to TDSI, its wholly-owned subsidiary,
its stockholder agreement and the letter agreement with Powertel described      
above.                                                                          

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EXCHANGE RATES

Effective January 1, 1999, Germany and ten other member states of the 
European Union adopted the euro as their common currency. With the first quarter
of 1999, Deutsche Telekom began publishing its consolidated financial statements
in euros. Prior to January 1, 1999, Deutsche Telekom prepared its financial     
statements in Deutsche Marks in accordance with German GAAP. Amounts stated in  
euros appearing in this document for periods prior to January 1, 1999 have been 
translated from Deutsche Marks at the official fixed conversion rate of 1.00 EUR
= DM 1.95583.                                                                   

 Unless otherwise stated, dollar amounts have been translated from euros
using the noon buying rate in New York City for cable transfers in foreign      
currencies as certified for customs purposes by the Federal Reserve Bank of New 
York. As of February 7, 2001, the latest practicable date for which exchange    
rate information was available prior to the printing of this document, the noon 
buying rate for the euro was one euro per 0.9331 of a U.S. dollar, which if     
expressed in Deutsche Marks would have been equivalent to a rate of one deutsche
mark per 0.477 of a U.S. dollar, translated from euros at the official fixed    
conversion rate. This rate may differ from the actual rates used in the         
preparation of Deutsche Telekom's consolidated financial statements included or 
incorporated by reference herein. Accordingly, dollar amounts appearing in this 
proxy statement/prospectus may differ from the actual dollar amounts originally 
translated into euros in the preparation of Deutsche Telekom's financial        
statements.                                                                     

The following table sets forth:                                       

- for the years 1999 and 2000 and for the period from January 1, 2001 
  through February 7, 2001, the average, high, low and period-end noon
buying rates for the euro expressed as dollars per 1.00 euro; and 

  - for each year in the period from 1995 through 1998, the average, high,
       low and period-end noon buying rates for the Deutsche Mark converted into
      euros at the official fixed conversion rate and expressed as dollars per
1.00 euro.                                                        

                                                        [Enlarge/Download Table]

                                                                                            PERIOD-  
YEAR                                                         AVERAGE(a)   HIGH      LOW       END    
----                                                         ----------  -------  -------  ----------
                                                                                                     
1995........................................................  $1.3715    $1.4418  $1.2528   $1.3634  
1996........................................................   1.2978     1.3626   1.2493    1.2711  
1997........................................................   1.1244     1.2689   1.0398    1.0871  
1998........................................................   1.1120     1.2178   1.0548    1.1733  
1999........................................................   1.0588     1.1812   1.0016    1.0070  
2000........................................................   0.9232     1.0335   0.8270    0.9388  
2001 (through February 7)...................................   0.9308     0.9535   0.9181    0.9331  

---------------                                                                 
(a) The average of the noon buying rates on the last business day of each month 
during the relevant period.                                             

Commencing January 4, 1999, the Deutsche Telekom ordinary shares have 
traded on the German stock exchanges in euros. Fluctuations in the exchange rate
between the euro and the dollar will affect the dollar equivalent of the euro   
price of the Deutsche Telekom ordinary shares on the German stock exchanges and,
as a result, are likely to affect the market price of the Deutsche Telekom ADSs 
on the NYSE. Deutsche Telekom will declare any cash dividends in euros, and     
exchange rate fluctuations will affect the dollar amounts you receive if you are
a holder of Deutsche Telekom ADSs on conversion of cash dividends on the        
ordinary shares represented by your Deutsche Telekom ADSs.                      

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MARKET PRICE AND DIVIDEND DATA

MARKET PRICES                                                                   

Deutsche Telekom                                                            

     The principal trading market for Deutsche Telekom's shares is the Frankfurt
Stock Exchange. The shares also trade on the other German stock exchanges in    
Berlin, Bremen, Dusseldorf, Hamburg, Hanover, Munich and Stuttgart and on the   
Tokyo Stock Exchange. Options on the shares trade on the German options exchange
(Eurex Deutschland) and other exchanges. Originally, Deutsche Telekom issued all
of its shares in bearer form. With effect from January 24, 2000, the shares were
converted from bearer form to registered form.                                  

   From January 4, 1999, all shares on German stock exchanges have traded in
euros.                                                                          

 The table below sets forth, for the periods indicated, the high and low
closing sales prices for the Deutsche Telekom ordinary shares on the Frankfurt  
Stock Exchange, as reported by the Frankfurt Stock Exchange XETRA trading       
system, together with the high and low volumes of the DAX (Deutscher            
Aktienindex).                                                                   

                                                        [Enlarge/Download Table]

                                                  PRICE PER       PRICE PER                       
                                                   ORDINARY       ORDINARY                        
                                                    SHARE           SHARE            DAX(a)       
                                                --------------  -------------  -------------------
                                                 HIGH     LOW   HIGH     LOW     HIGH       LOW   
                                                ------   -----  -----   -----  --------   --------
                                                    EUROS            DM                           
                                                                                                  
YEAR ENDED DECEMBER 31, 1998                                                                      
  First Quarter................................     --      --  41.65   31.19  5,114.13   4,134.64
  Second Quarter...............................     --      --  50.14   39.70  5,915.13   5,018.67
  Third Quarter................................     --      --  55.61   44.90  6,171.43   4,433.87
  Fourth Quarter...............................     --      --  55.97   43.40  5,121.48   3,896.08
YEAR ENDED DECEMBER 31, 1999                                                                      
  First Quarter................................  43.45   31.35     --      --  5,443.62   4,678.72
  Second Quarter...............................  44.55   34.23     --      --  5,468.67   4,914.59
  Third Quarter................................  43.15   36.90     --      --  5,652.02   4,978.45
  Fourth Quarter...............................  71.50   38.11     --      --  6,958.14   5,124.55
YEAR ENDED DECEMBER 31, 2000                                                                      
  First Quarter................................ 103.50   61.00     --      --  8,064.97   6,474.92
  Second Quarter...............................  80.40   55.80     --      --  7,599.39   6,834.88
  Third Quarter................................  61.35   38.40     --      --  7,480.14   6,682.92
  Fourth Quarter...............................  45.11   31.48     --      --  7,136.30   6,200.71
YEAR ENDED DECEMBER 31, 2001                                                                      
  First Quarter (through February 7)...........  38.75   31.20     --      --  6,795.14   6,289.82

---------------                                                                 
(a) The DAX is a weighted performance index of the shares of 30 large German    
corporations. The calculation of the DAX did not change upon the        
introduction of the euro.                                               

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 The table below sets forth, for the periods indicated, the high and low
closing sales prices for the Deutsche Telekom ADSs on the NYSE:                 

                                                                [Download Table]

                                                                 PRICE PER          
                                                                 DEUTSCHE           
                                                                TELEKOM ADS         
                                                             -----------------      
                                                             HIGH          LOW      
                                                             ----          ---      
                                                                (U.S.$ PER          
                                                                 DEUTSCHE           
                                                               TELEKOM ADS)         
                                                                                    
YEAR ENDED DECEMBER 31, 1998                                                        
  First Quarter............................................. $22 7/8       $17 1/16 
  Second Quarter............................................  28 5/16       21 1/8  
  Third Quarter.............................................  32            24      
  Fourth Quarter............................................  33 1/2        26 1/4  
YEAR ENDED DECEMBER 31, 1999                                                        
  First Quarter.............................................  47 1/8        33 1/16 
  Second Quarter............................................  45 7/8        36 1/4  
  Third Quarter.............................................  45 7/16       39 5/8  
  Fourth Quarter............................................  71            40 3/4  
YEAR ENDED DECEMBER 31, 2000                                                        
  First Quarter............................................. 100 1/4        62 5/8  
  Second Quarter............................................  79 1/2        49 1/4  
  Third Quarter.............................................  58 115/256    33 29/64
  Fourth Quarter............................................  38 3/16       29 1/4  
YEAR ENDED DECEMBER 31, 2001                                                        
  First Quarter (through February 7)........................  36 9/16       29 1/2  

     YOU ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE DEUTSCHE TELEKOM
ADSs AND DEUTSCHE TELEKOM ORDINARY SHARES.                                      

On July 21, 2000, the last trading day prior to the formal public     
announcement of the signing of the Deutsche Telekom/VoiceStream merger          
agreement, the closing sales price per Deutsche Telekom ordinary share on the   
Frankfurt Stock Exchange was 55.27 euros, equivalent to U.S.$51.6388 per        
Deutsche Telekom ordinary share, translated at the noon buying rate for July 21,
2000, and the high and low bid prices for the Deutsche Telekom ADSs as quoted on
the NYSE were $52 and $50 13/16, respectively.                                  

On August 25, 2000, the last trading day prior to the formal public   
announcement of the signing of the Deutsche Telekom/Powertel merger agreement,  
the closing sales price per Deutsche Telekom ordinary share on the Frankfurt    
Stock Exchange was 44.30 euros, equivalent to U.S.$39.9763 per Deutsche Telekom 
ordinary share, translated at the noon buying rate for August 25, 2000 per      
Deutsche Telekom ordinary share, and the high and low bid prices for the        
Deutsche Telekom ADSs as quoted on the NYSE were $40 9/16 and $40, respectively.

On February 7, 2001, the last trading day for which information was   
available prior to the printing of this proxy statement/prospectus, the closing 
sales price per Deutsche Telekom ordinary share on the Frankfurt Stock Exchange 
was 33.02 euros, equivalent to U.S.$30.81 based on an exchange rate of one euro 
per 0.9331 of a U.S. dollar, and the high and low bid prices for the Deutsche   
Telekom ADSs as quoted on the NYSE were $31.28 and $30.67, respectively.        

The Deutsche Telekom ordinary shares are listed on the Frankfurt Stock
Exchange under the symbol "DTE". Deutsche Telekom ADSs, each representing one   
Deutsche Telekom ordinary share, are listed on the NYSE under the symbol "DT".  
The depositary for the Deutsche Telekom ADSs is Citibank N.A. As of December 31,
2000, there were 25,386,798 Deutsche Telekom ADSs outstanding, with 490 holders 
of record of Deutsche Telekom ADSs with addresses in the United States and 52   
holders of record of ADSs with addresses outside the United States. As of       
December 31, 2000, there were approximately                                     

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2,831,562 registered holders of Deutsche Telekom ordinary shares including 2,860
holders of record of Deutsche Telekom ordinary shares with addresses in the U.S.

VoiceStream                                                                 

Since VoiceStream's spin-off from Western Wireless on May 3, 1999,    
VoiceStream common shares have traded on the Nasdaq Stock Market under the      
ticker symbol "VSTR". The table below sets forth, for the calendar quarters     
indicated, the high and low sale prices of VoiceStream common shares as reported
on the Nasdaq Stock Market.                                                     

                                                                [Download Table]

                                                              VOICESTREAM        
                                                              COMMON STOCK       
                                                             --------------      
                                                             HIGH       LOW      
                                                             ----       ---      
                                                               (U.S.$ PER        
                                                                 SHARE)          
                                                                                 
YEAR ENDED DECEMBER 31, 1999(a)                                                  
  First Quarter............................................. $ --       $--      
  Second Quarter............................................   34 1/4    16 3/8  
  Third Quarter.............................................   72        28 1/8  
  Fourth Quarter............................................  142 5/16   57 3/4  
YEAR ENDED DECEMBER 31, 2000                                                     
  First Quarter.............................................  159 5/16   97 1/2  
  Second Quarter............................................  143 3/8    77 5/8  
  Third Quarter.............................................  161       100 13/16
  Fourth Quarter............................................  131 1/2   100 5/8  
YEAR ENDED DECEMBER 31, 2001                                                     
  First Quarter (through February 7)........................  134       101      

---------------                                                                 
(a) Because VoiceStream completed its spin-off from Western Wireless during the 
 second quarter of 1999, no trading information is available for any prior
period.                                                                 

On July 21, 2000, the last trading day prior to the formal public     
announcement of the signing of the Deutsche Telekom/VoiceStream merger          
agreement, the last sale price of VoiceStream common shares on Nasdaq was       
$149.75 per share. On August 25, 2000, the last trading day prior to the formal 
announcement of the signing of the VoiceStream/Powertel merger agreement, the   
last sale price of VoiceStream common shares on Nasdaq was $118 3/16 per share. 
On February 7, 2001, the last trading day for which information was available   
prior to the printing of this document, the last sale price of VoiceStream      
common shares on the Nasdaq was $118 13/16 per share.                           

As of February 7, 2001, the last date prior to the printing of this   
document for which it was practicable for us to obtain this information, there  
were approximately 1,985 registered holders of VoiceStream common shares.       

YOU ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE VOICESTREAM
COMMON SHARES.                                                                  

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Powertel                                                                    

Powertel common shares are currently traded on the Nasdaq Stock Market
under the ticker symbol "PTEL." The table below sets forth, for the calendar    
quarters indicated, the high and low sale prices of Powertel common shares as   
reported on the Nasdaq Stock Market.                                            

                                                        [Enlarge/Download Table]

                                                                    POWERTEL COMMON SHARES        
                                                            --------------------------------------
                                                                 HIGH                    LOW      
                                                            ---------------        ---------------
                                                                       (US$ PER SHARE)            
                                                                                                  
YEAR ENDED DECEMBER 31, 1998                                                                      
  First Quarter............................................      $ 25 1/16               $16 3/4  
  Second Quarter...........................................        24 1/8                 15 3/4  
  Third Quarter............................................        21 1/4                  9 5/8  
  Fourth Quarter...........................................        16 1/4                  9 5/16 

YEAR ENDED DECEMBER 31, 1999                                                                      
  First Quarter............................................        17 3/4                 12 5/16 
  Second Quarter...........................................        32 1/2                 13 3/8  
  Third Quarter............................................        59                     28 5/8  
  Fourth Quarter...........................................       105                     50 7/8  

YEAR ENDED DECEMBER 31, 2000                                                                      
  First Quarter............................................       104 5/8                 66 3/4  
  Second Quarter...........................................        91 13/16               53 1/2  
  Third Quarter............................................        97 27/64               66 1/2  
  Fourth Quarter...........................................        86 25/64               61 37/64

YEAR ENDED DECEMBER 31, 2001                                                                      
  First Quarter (through February 7, 2001).................        89 1/4                 62 9/16 

On August 25, 2000, the last trading day prior to the formal public   
announcement of the signing of the Deutsche Telekom/Powertel merger agreement   
and the VoiceStream/Powertel merger agreement, the last sale price of Powertel  
common shares on Nasdaq was $86.63 per share. On February 7, 2001, the last     
trading day for which information was available prior to the printing of this   
document, the last sale price of Powertel common stock on Nasdaq was $76 11/16  
per share. The Powertel preferred shares are not traded on Nasdaq or on any U.S.
national securities exchange.                                                   

As of February 7, 2001, the last date prior to the printing of this   
document for which it was practicable for Powertel to obtain this information,  
there were approximately 275 registered holders of Powertel common shares.      

    YOU ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE POWERTEL COMMON
SHARES.                                                                         

DIVIDEND DATA                                                                   

Deutsche Telekom                                                            

  The Deutsche Telekom ADSs and Deutsche Telekom ordinary shares issued in
connection with the Deutsche Telekom/VoiceStream and Deutsche Telekom/Powertel  
mergers in 2001 will have the same dividend rights as the other currently       
outstanding Deutsche Telekom ADSs and Deutsche Telekom ordinary shares with     
respect to fiscal year 2001 and subsequent years. Any dividends with respect to 
fiscal year 2000 that are approved at the next annual general meeting of        
Deutsche Telekom shareholders, which is currently scheduled for May 29, 2001,   
would be payable after such meeting to shareholders as of the date of completion
of such meeting. If the next annual general meeting is held on May 29, 2001, as 
currently scheduled, VoiceStream and Powertel stockholders who receive Deutsche 
Telekom ADSs or Deutsche Telekom ordinary shares in the Deutsche                
Telekom/VoiceStream merger or the Deutsche Telekom/Powertel merger will not be  
entitled to receive any dividends that may be declared with respect to fiscal   
year 2000. For information relevant to receipt of dividend payments by Deutsche 
Telekom ADS                                                                     

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holders, see "Exchange Rates," "Description of Deutsche Telekom Ordinary        
Shares -- Dividends and Other Distributions" and "Description of Deutsche       
Telekom American Depositary Shares -- Dividends and Distributions."             

The following table sets forth the annual dividends paid per Deutsche 
Telekom ordinary share with respect to each of the fiscal years indicated:      

                                                                [Download Table]

                                                               DIVIDEND PAID PER  
                                                               DEUTSCHE TELEKOM   
YEAR ENDED DECEMBER 31,                                         ORDINARY SHARE    
-----------------------                                      ---------------------
                                                              DM     EURO     $(A)
                                                                                  
1996........................................................ 0.60       --    0.35
1997........................................................ 1.20       --    0.68
1998........................................................ 1.20       --    0.64
1999........................................................   --     0.62    0.58

---------------                                                                 
(a) Dividend amounts have been translated into dollars at the noon buying rate  
for the relevant dividend payment date, which occurred during the second
quarter of the following year.                                          

The dividend levels of past years may not be indicative of future     
dividends.                                                                      

   Shareholders determine the declaration, amount and timing of dividends in
respect of each fiscal year at their annual general meeting in the following    
year, upon the joint recommendation of the management board and the supervisory 
board. As long as the Federal Republic and KfW own a majority of Deutsche       
Telekom's voting share capital, they will have the power to control most        
decisions taken at shareholders' meetings, including the approval of proposed   
dividend payments. We expect that, as a result of the Deutsche                  
Telekom/VoiceStream merger and the Deutsche Telekom/Powertel merger, the Federal
Republic and KfW will no longer own a majority of Deutsche Telekom's voting     
share capital. Deutsche Telekom may declare and pay dividends only from         
distributable balance sheet profits (Bilanzgewinn) of Deutsche Telekom, as      
adjusted to reflect losses or gains carried over from prior years as well as    
transfers to or from retained earnings. Certain reserves (Rucklagen) are        
required by law to be made and deducted in calculating distributable balance    
sheet profits available for distribution as dividends.                          

     The payment of future dividends depends on Deutsche Telekom's earnings, its
financial condition and other factors, including cash requirements, the future  
prospects of Deutsche Telekom and tax, regulatory and other legal               
considerations. Although Deutsche Telekom expects to pay annual dividends on its
shares, you should not assume that any dividend will actually be paid or make   
any assumption about the amount that will be paid in any given year. To the     
extent necessary to implement Deutsche Telekom's dividend policy, Deutsche      
Telekom will consider drawing upon its retained earnings. Deutsche Telekom's    
ability to pay dividends is determined by reference to the unconsolidated       
financial statements of Deutsche Telekom, which are prepared in accordance with 
German GAAP. Dividends paid will be subject to German withholding tax. For      
further information on German withholding tax and related U.S. refund           
procedures, see "U.S. Federal and German Tax Consequences."                     

VoiceStream                                                                 

   VoiceStream has never declared or paid dividends on its common shares and
does not anticipate paying cash dividends in the foreseeable future. However,   
VoiceStream anticipates paying a stock dividend of 0.0075 of a VoiceStream      
common share for each VoiceStream common share outstanding prior to the         
completion of the Deutsche Telekom/VoiceStream merger. In addition, VoiceStream 
has entered into certain credit agreements and indentures which contain         
restrictions on its ability to declare and pay cash dividends on its common     
shares. For more information on such restrictions, please refer to VoiceStream's
Form 10-K for the fiscal year ended December 31, 1999, which is incorporated by 
reference into this proxy statement/prospectus.                                 

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Powertel                                                                    

     Powertel has never declared or paid cash dividends on its common shares and
does not anticipate paying cash dividends in the foreseeable future. However,   
Powertel anticipates paying a stock dividend of 0.0075 of a Powertel common     
share for each Powertel common share outstanding prior to the completion of the 
Deutsche Telekom/Powertel merger. Powertel's Series E preferred shares and      
Series F preferred shares accrue a cumulative 6.5% annual dividend that is      
payable quarterly in Powertel common shares or cash. Powertel pays these        
dividends in Powertel common shares because it is prohibited from paying cash   
dividends due to restrictions contained in agreements governing its and its     
subsidiaries' indebtedness. For more information on such restrictions, please   
refer to Powertel's Form 10-K for the fiscal year ended December 31, 1999, which
is incorporated by reference into this proxy statement/prospectus.              

DESCRIPTION OF DEUTSCHE TELEKOM ORDINARY SHARES 

   The following are only summaries of the terms of Deutsche Telekom's share
capital, the provisions of Deutsche Telekom's Articles of Association and       
applicable German law in effect at the date of this proxy statement/prospectus. 
A copy of Deutsche Telekom's Memorandum and Articles of Association has been    
filed as an exhibit to Deutsche Telekom's registration statement and is         
incorporated herein by reference. You are encouraged to read these documents in 
their entirety.                                                                 

SHARE CAPITAL                                                                   

    Deutsche Telekom's share capital amounts to 7,755,786,327.04 euros divided
into 3,029,604,034 ordinary shares issued in registered form. The individual    
ordinary shares do not have a par value as such, but they do have a notional par
value that can be determined by dividing the share capital amount by the number 
of ordinary shares.                                                             

Holders of ordinary shares, but not holders of ADSs, are required to  
provide to Deutsche Telekom their names, addresses and occupations, or, in the  
case of business entities, their names, business addresses and registered seats,
as well as the number of ordinary shares held, so that they can be entered into 
the share register maintained by Deutsche Telekom. Following amendments to the  
German Stock Corporation Act entered into force on January 25, 2001, persons    
holding ordinary shares are required to provide their dates of birth in lieu of 
their occupations. It is also possible to have a third party, such third party a
"street name", registered in lieu of the shareholders. ADEUS                    
Aktienregister-Service-GmbH, a joint venture of Dresdner Bank AG, Allianz AG,   
Munchener Ruckversicherungs-Gesellschaft AG in Munchen and CSC Ploenzke AG, is  
the transfer agent and registrar of the registered ordinary shares in Germany.  
Citibank, N.A. is the depositary bank for the Deutsche Telekom ADSs. See        
"Description of Deutsche Telekom American Depositary Shares."                   

  Generally, the share capital of Deutsche Telekom may be increased, other
than by conditional capital or authorized capital, in consideration of          
contributions in cash or in kind by a resolution passed at a general meeting of 
the shareholders of Deutsche Telekom by a majority of the votes cast.           

An English translation of the Deutsche Telekom Articles of Association
(Satzung) has been filed as an exhibit to this registration statement.          

Authorized Capital                                                          

   Section 5(2) of the Articles of Association (Satzung) of Deutsche Telekom
authorizes the Deutsche Telekom management board, with the approval of the      
Deutsche Telekom supervisory board, to increase Deutsche Telekom's share capital
by up to a nominal amount of 3,865,093,163.52 euros by issuing up to            
1,509,802,017 new ordinary shares for noncash contributions through May 25,     
2005. In addition, according to Section 5(3) of the Articles of Association, the
Deutsche Telekom management board, with approval of the Deutsche Telekom        
supervisory board, is authorized to increase Deutsche Telekom's share capital by
up to a nominal amount of 12,800,000 euros by issuing up to 5,000,000 new       
ordinary shares for cash or noncash contributions for offerings to management   
and key employees under a stock option plan through                             
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May 25, 2005. In both cases, shareholders do not have preemptive rights         
(Bezugsrechte), which means that existing shareholders of Deutsche Telekom do   
not have a right to subscribe for new Deutsche Telekom shares in the capital    
increase in proportion to their existing holdings of Deutsche Telekom shares    
before shares from the capital increase may be sold to other persons.           

Conditional Capital                                                         

Section 5(5) of the Articles of Association provides for a conditional
capital of up to a nominal amount of 64 million euros or up to 25 million new   
ordinary shares. This conditional share capital may only be used if and to the  
extent that option rights granted pursuant to Deutsche Telekom's stock option   
plan described below are exercised and new ordinary shares are delivered upon   
such exercise. Option rights that have not been or may not be exercised prior   
the expiration of the exercise period will expire. The ordinary shares issued   
from the conditional share capital generally will be entitled to any dividends  
paid in respect of the year in which they are issued. Shares that are issued    
after the end of any fiscal year, but before the ordinary general shareholders  
meeting at which the activities of the Deutsche Telekom management board for    
that year are approved, will be entitled to any dividends paid in respect of    
that year.                                                                      

At their annual meeting on May 25, 2000, the shareholders of Deutsche 
Telekom authorized the Deutsche Telekom supervisory board to grant stock options
to the members of its management board and authorized the Deutsche Telekom      
management board to grant stock options to all other eligible participants. The 
Deutsche Telekom supervisory board is authorized to determine the detailed terms
for the issuance of ordinary shares from the conditional share capital and for  
the grant of options as well as the other terms of the stock option plan if the 
Deutsche Telekom management board is the beneficiary of the stock option plan.  
In all other cases, the Deutsche Telekom management board is authorized to make 
these determinations.                                                           

The principal terms of the stock option plan are:                     

     - Eligible Participants.  The conditional share capital may only be used to
      grant stock options to members of the Deutsche Telekom management board,
   senior management at the levels below the Deutsche Telekom Management
  Board and certain managers of Deutsche Telekom's domestic or foreign
       group companies. Of the total number of options available under the stock
option plan, 20% may be granted to members of the Deutsche Telekom
       management board and 15% may be granted to managers of Deutsche Telekom's
domestic and foreign group companies.                             

     - Lock-up Period, Exercise Period.  Options may not be exercised before the
expiration of two years after they have been granted. They may be 
       exercised for a period of three years following the lock-up period, which
in this document we refer to as the "exercise period".            

   - Strike Price.  Each option entitles the holder to purchase one ordinary
      share at the strike price. The strike price of the options will be equal
    to the average of the closing prices quoted in the XETRA system of the
       Frankfurt Stock Exchange on the 30 trading days prior to the day on which
the options are granted.                                          

- Performance Requirements.  The options may be exercised on any stock
     exchange trading day in Frankfurt am Main during the exercise period if
both of the following performance requirements have been met:     

        -- Absolute Performance.  The average ordinary share price during any 30
      day period following the two year lock-up period must exceed the
strike price of the options by at least 20%.              

        -- Relative Performance.  In addition, exercise of the options is linked
           to the performance of the ordinary shares relative to the performance
   of the Dow Jones Euro Stoxx 50 index. The options may only be
        exercised if, during any 30 day period following expiration of the
      two year lock-up period, the performance of the ordinary shares,
         adjusted for dividends, preemptive rights and other special rights,
           which in this document we refer to as the "total shareholder return",
exceeds the performance of the Euro Stoxx 50 index.       

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   Under the authorization, stock options may be granted in annual tranches.
Stock options are to be granted within the eight week period following the      
ordinary general shareholders meeting in each year. The last tranche of options 
may be granted in 2004. The terms and conditions of the stock options may       
provide Deutsche Telekom with the right to make a cash payment instead of       
issuing new ordinary shares upon exercise.                                      

    The terms and conditions of the options may also provide that the Deutsche
Telekom management board, and with respect to members of the Deutsche Telekom   
management board, the Deutsche Telekom supervisory board, will be authorized to 
determine that in lieu of one ordinary share against payment of the strike      
price, a smaller number of ordinary shares may be issued upon exercise of an    
option against payment of the minimum issue price. If that determination is     
made, then each option will not entitle the holder to purchase one ordinary     
share at the strike price set at the time of issuance of the option, but only a 
certain number of options will entitle the holder to purchase one ordinary share
at the minimum issue price. The number of options necessary to purchase one     
ordinary share will be determined as follows:                                   

                                                                [Download Table]
        
     K-M
A=   ---
     K-X

Where:                                                                

        A: means the number of options necessary to purchase one ordinary share;

X: means the strike price;                                      

   K: means the market price of a share at the time when the option is
exercised; and                                            

M: means the minimum issue price, currently 2.56 euros.         

   On June 26, 2000, two Deutsche Telekom shareholders filed a suit with the
District Court in Bonn (Landgericht Bonn) seeking to have declared void the     
shareholders resolutions authorizing both the stock option plan and a related   
conditional capital increase. Deutsche Telekom cannot at present predict how    
long it will take to resolve this litigation or what its outcome will be.       

REPURCHASE OF SHARES                                                            

     Under the German Stock Corporation Act (Aktiengesetz), Deutsche Telekom may
not purchase its own ordinary shares, subject to certain limited exceptions.    

     The general shareholders meeting on May 25, 2000 approved a resolution that
authorizes Deutsche Telekom pursuant to Section 71(1) no. 8 of the German Stock 
Corporation Act to purchase its own ordinary shares in an amount representing up
to 10% of its registered share capital of approximately 7.76 billion euros      
through November 15, 2001. The purchase price for the ordinary shares, excluding
purchasing costs, must not exceed or fall below the market price by more than   
5%, in the case of a purchase on the stock exchange, or 20%, in the case of an  
offer to purchase made to all shareholders. The relevant market price for this  
purpose would be the opening auction price in the XETRA system of the Frankfurt 
Stock Exchange on the day of the purchase, in the case of a purchase on the     
stock exchange, or the closing price in the XETRA system on the day prior to the
publication of the offer, in the case of a public offer to purchase made to all 
shareholders.                                                                   

Pursuant to the resolution, the Deutsche Telekom management board is  
authorized, with approval of the Deutsche Telekom supervisory board, to:        

   (1) list the acquired ordinary shares on foreign stock exchanges on which
they are not listed;                                          

   (2) offer the acquired ordinary shares to third parties in the context of
      mergers with and acquisitions of other companies and acquisitions of
interests in other companies; and                             

(3) cancel the acquired ordinary shares without further shareholder   
    approval. This cancellation option can be exercised in whole or in
part.                                                         

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Shareholders do not have preemptive rights for the purposes listed in 
clauses (1) and (2) above. The price for any sale on a stock exchange or use in 
a merger or acquisition transaction would not be permitted to be more than 5%   
below the opening auction price of Deutsche Telekom's ordinary shares in the    
XETRA system of the Frankfurt Stock Exchange on the day of the sale on the stock
exchange or the definitive agreement with a third party, as applicable.         

VOTING RIGHTS AND SHAREHOLDERS MEETINGS                                         

   Each ordinary share entitles its holder to one vote at Deutsche Telekom's
general meeting of shareholders. Shareholders may pass resolutions at a general 
meeting by a majority of the votes cast, unless a higher vote is required by law
or by the Deutsche Telekom Articles of Association. Neither the German Stock    
Corporation Act nor the Articles of Association provide for minimum quorum      
requirements for shareholders meetings. The German Stock Corporation Act and the
Articles of Association require that significant resolutions be passed by at    
least 75% of the share capital represented at a meeting.                        

These significant resolutions include:                                

  - capital increases which provide for an exclusion of preemptive rights;

- capital decreases;                                                  

   - the creation of authorized capital (genehmigtes Kapital) or conditional
capital (bedingtes Kapital);                                      

- dissolution of Deutsche Telekom;                                    

     - merger of Deutsche Telekom into or consolidation of Deutsche Telekom with
another stock corporation;                                        

- split- or spin-off;                                                 

- transfer of all Deutsche Telekom's assets;                          

    - conclusion of intercompany agreements (Unternehmensvertrage), including,
   in particular, direct control and profit and loss pooling agreements;

- amendments to the corporate purpose of Deutsche Telekom; and        

- a change in Deutsche Telekom's corporate form.                      

    A general meeting of the shareholders of Deutsche Telekom may be called by
the Deutsche Telekom management board, the Deutsche Telekom supervisory board or
by shareholders holding in the aggregate at least 5% of Deutsche Telekom's      
issued share capital. The annual general meeting must take place within the     
first eight months of the fiscal year and is called by the Deutsche Telekom     
management board upon the receipt of the Deutsche Telekom supervisory board's   
report on the annual financial statements. Under the Articles of Association,   
the right to participate in and to vote at a shareholders meeting will only be  
given to those shareholders who have timely registered for the shareholders     
meeting in writing or by fax with the Deutsche Telekom management board at the  
seat of the company and who are included in the share register when their       
registration is received and on the date of the shareholders meeting. There must
be at least two days between receipt of the registration and the date of the    
shareholders meeting. Deutsche Telekom must publish notice of shareholders      
meetings in the Federal Gazette (Bundesanzeiger) at least one month prior to the
date by which shareholders have to register for the shareholders meeting. The   
day of publication and the last date by which shareholders have to register for 
the shareholders meeting are not counted for this purpose. In addition, Deutsche
Telekom must publish a notice in a national authorized stock exchange journal.  

Those shareholders who have given timely notice to Deutsche Telekom in
writing or by fax and who are registered in the share register at the time of   
this notice may participate in and vote in the general shareholders meeting.    
This notice must be given so that there are at least two days between the day   
when the notice is given and the day of the general shareholders meeting.       

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DIVIDENDS AND OTHER DISTRIBUTIONS                                               

    Deutsche Telekom may pay dividends immediately following the resolution by
the general meeting of shareholders on the distribution of profits.             

    Under German law, Deutsche Telekom may declare and pay dividends only from
balance sheet profits as shown in the unconsolidated annual financial statements
of Deutsche Telekom. In determining the distributable balance sheet profits, the
Deutsche Telekom management board and the Deutsche Telekom supervisory board may
allocate to profit reserves (andere Gewinnrucklagen), either in whole or in     
part, the annual surplus (Jahresuberschuss) that remains after allocation to    
statutory reserves and losses carried forward. Under the Deutsche Telekom       
Articles of Association, transferring more than one-half of the annual surplus  
is not permissible if, following the transfer, the accumulated reserves out of  
surplus would exceed one-half of Deutsche Telekom's share capital. The          
shareholders, in determining the distribution of profits, may allocate          
additional amounts to profit reserves and may carry forward profits in part or  
in full.                                                                        

     Dividends approved at a shareholders meeting are payable on the first stock
exchange trading day after that meeting, unless otherwise decided at the        
shareholders meeting. Details regarding paying agents are published in the      
Federal Gazette (Bundesanzeiger). Shareholders holding ordinary shares through  
Clearstream Banking AG will receive dividends by credit to their respective     
accounts.                                                                       

RECORD DATES                                                                    

  In accordance with the German Stock Corporation Act, the record date for
determining which holders of Deutsche Telekom ordinary shares are entitled to   
the payment of dividends or other distributions, whether in cash, stock or      
property, will be the date of the general meeting of shareholders at which such 
dividends or other distributions are declared. The record date for determining  
which holders of Deutsche Telekom ordinary shares are entitled to vote at a     
general meeting will be the date of such general meeting, provided that holders 
of Deutsche Telekom ordinary shares who are registered in the share register    
(Aktienbuch) on the date of the meeting will be entitled to attend and vote at  
the meeting only if such holders have given Deutsche Telekom notice of their    
desire to attend early enough that there are at least two days between the day  
the notice is given and the day of the several shareholders' meeting.           

PREEMPTIVE RIGHTS                                                               

 Under the German Stock Corporation Act, every shareholder generally has
preemptive rights with respect to an issuance of new ordinary shares, including 
securities convertible into ordinary shares, securities with warrants to        
purchase ordinary shares, profit-sharing certificates and securities with a     
profit participation. Preemptive rights regarding a specific capital increase   
are freely transferable and may be traded on the German stock exchanges for a   
limited number of days prior to the final date for the exercise of the rights.  
Shareholders may eliminate preemptive rights through a resolution passed by a   
qualified majority of at least three quarters of the share capital represented  
at a meeting. See "-- Share Capital -- Authorized Capital" for a description of 
the authorized capital where preemptive rights have been eliminated. In         
addition, an elimination of preemptive rights requires a report by the Deutsche 
Telekom management board, which must justify the elimination by establishing    
that Deutsche Telekom's interest in the elimination outweighs the shareholders' 
interest in exercising their preemptive rights. Preemptive rights related to the
issuance of new ordinary shares may be eliminated without justification if:     

- Deutsche Telekom increases share capital for cash contributions;    

- the amount of the increase does not exceed 10% of the issued share  
capital; and                                                      

    - the ordinary shares are sold at a price not substantially lower than the
current quoted share price.                                       

 Shareholders do not have any preemptive rights with respect to ordinary
shares issued using conditional capital. See "-- Share Capital -- Conditional   
Capital" for a description of the existing conditional capital.                 

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LIQUIDATION RIGHTS                                                              

    In accordance with the German Stock Corporation Act, upon a liquidation of
Deutsche Telekom, shareholders will receive, in proportion to the ordinary      
shares held, any liquidation proceeds remaining after paying off all of Deutsche
Telekom's liabilities.                                                          

NOTIFICATION REQUIREMENTS                                                       

Under the German Securities Trading Act (Wertpapierhandelsgesetz), any
person whose direct or indirect voting interest reaches, exceeds or, after      
reaching, falls below 5%, 10%, 25%, 50% or 75% of the voting rights in Deutsche 
Telekom must, within no more than seven calendar days, inform Deutsche Telekom  
and the Federal Supervisory Authority for Securities Trading (Bundesaufsichtsamt
fur den Wertpapierhandel) in writing:                                           

- that such person has reached, exceeded or fallen below one of these 
thresholds; and                                                   

- the extent of such person's voting rights.                          

 Failure to notify Deutsche Telekom or the Federal Supervisory Authority
will, for so long as such failure continues, disqualify the shareholder from    
exercising the rights attached to his ordinary shares, including voting rights  
and, if the shareholder is acting intentionally, the right to receive dividends.
In addition, a penalty may be imposed as provided for by law.                   

GERMAN FOREIGN EXCHANGE CONTROLS                                                

    At present, the Federal Republic of Germany does not restrict the movement
of capital between Germany and other countries, except investments in Iraq,     
Myanmar and Serbia and with institutions of the Taliban party in Afghanistan and
the UNITA party in Angola. This is to comply with the applicable resolutions    
adopted by the United Nations and the European Union.                           

 For statistical purposes, with certain exceptions, every corporation or
individual residing in Germany is obligated to report any payment received from 
or made to a non-resident corporation or individual to the German Central Bank  
(Deutsche Bundesbank) if the payment exceeds DM 5,000 or EUR 2,500 or the       
equivalent in a foreign currency. Additionally, corporations and individuals    
residing in Germany must report to the German Central Bank any claims of a      
resident corporation or individual against or liabilities payable to a          
non-resident corporation or individual exceeding an aggregate of DM 3.0 million 
or 1.5 million euros or the equivalent in a foreign currency at the end of any  
calendar month.                                                                 

   Neither German law nor the Articles of Association restricts the right of
non-resident or foreign owners of the ordinary shares to hold or vote the       
ordinary shares.                                                                

INSPECTION OF SHARE REGISTER                                                    

  The share register of Deutsche Telekom will be maintained, on behalf and
under the responsibility of the Deutsche Telekom Management Board, by ADEUS     
Aktienregister-Service-GmbH, for registration of any holder of Deutsche Telekom 
ordinary shares, upon such holder's request, as a shareholder of Deutsche       
Telekom. The share register will be open for inspection by the shareholders of  
Deutsche Telekom during normal business hours at the principal office of        
Deutsche Telekom in Bonn, Germany.                                              

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DESCRIPTION OF DEUTSCHE TELEKOM AMERICAN DEPOSITARY SHARES

INFORMATION ABOUT DEUTSCHE TELEKOM ADSs                                         

    A Deutsche Telekom ADS is an American depositary share that represents one
ordinary share of Deutsche Telekom. The Deutsche Telekom ADSs were created to   
allow U.S. shareholders of Deutsche Telekom to more easily hold and trade       
interests in Deutsche Telekom on U.S. markets. Citibank, N.A., the depositary   
for the Deutsche Telekom ADSs, will issue the Deutsche Telekom ADSs you will    
receive in the relevant merger, and Citibank AG, Frankfurt Branch, the custodian
for the Deutsche Telekom ADSs, will hold the Deutsche Telekom ordinary shares   
represented by those ADSs on behalf of the depositary.                          

   There are advantages and disadvantages to receiving Deutsche Telekom ADSs
rather than Deutsche Telekom ordinary shares. Non-institutional holders may     
prefer to receive Deutsche Telekom ADSs instead of Deutsche Telekom ordinary    
shares for the following reasons:                                               

 -  dividends on Deutsche Telekom ADSs are paid in U.S. dollars, whereas
    dividends on Deutsche Telekom ordinary shares are paid in euros; and

-  Deutsche Telekom ADSs are traded in the United States on the NYSE, 
     whereas Deutsche Telekom ordinary shares trade on the Frankfurt Stock
   Exchange and other non-U.S. exchanges, but do not trade on any U.S.
national securities exchange.                                   

You should, however, be aware that the trading volume of the Deutsche 
Telekom ordinary shares on the Frankfurt Stock Exchange historically has been   
significantly greater than the trading volume of the Deutsche Telekom ADSs on   
the NYSE. If this continues, it may be more advantageous for a holder to sell a 
large number of Deutsche Telekom ordinary shares on the Frankfurt Stock Exchange
than to sell a large number of Deutsche Telekom ADSs on the NYSE. In addition,  
various fees are payable by holders of Deutsche Telekom ADSs to the depositary  
in connection with various transactions as described below. The rights of a     
holder of Deutsche Telekom ADSs also differ from the rights of a holder of      
Deutsche Telekom ordinary shares in other respects as described below and under 
"Description of Deutsche Telekom Ordinary Shares."                              

Citibank, N.A., as depositary bank for the Deutsche Telekom ADSs, will
issue Deutsche Telekom ADSs to you in the form of a certificated American       
Depositary Receipt, which in this document we refer to as an "ADR", upon        
completion of the Deutsche Telekom/VoiceStream merger and the Deutsche          
Telekom/Powertel merger, unless you elect to receive Deutsche Telekom ordinary  
shares. Each Deutsche Telekom ADS represents one Deutsche Telekom ordinary share
or the right to receive one Deutsche Telekom ordinary share on deposit with the 
custodian bank. A Deutsche Telekom ADS will also represent any other property   
received by the depositary bank or the custodian on behalf of the owner of the  
Deutsche Telekom ADS but not distributed to the owners of Deutsche Telekom ADSs 
because of legal restrictions or practical considerations.                      

     Citibank's depositary offices are located at 111 Wall Street, New York, New
York 10043. Deutsche Telekom ADSs represent ownership interests in securities   
that are on deposit with the depositary bank. The depositary bank typically     
appoints a custodian to safekeep the securities on deposit. In this case, the   
custodian is Citibank AG, located at Neue Mainzer Strasse 75, Frankfurt am Main,
Germany.                                                                        

  Deutsche Telekom has appointed Citibank as depositary bank pursuant to a
deposit agreement. The depositary bank will make available for inspection by    
holders at its office and at the office of Citibank AG copies of documents,     
reports and communications in respect of the Deutsche Telekom ADSs, including   
the deposit agreement and Deutsche Telekom's Articles of Association. Deutsche  
Telekom urges you to review the deposit agreement in its entirety as well as the
form of ADR attached to the deposit agreement as it is the agreement that       
determines your rights and obligations as an owner of Deutsche Telekom ADSs. A  
copy of the deposit agreement is also on file with the SEC under cover of a     
Registration Statement on Form F-6. See "Additional Information -- Where You Can
Find More Information" for the location of the SEC Public Reference Room where  
you can get copies of the deposit agreement. The depositary bank will also mail 
copies of documents or reports and communications to you if requested by        

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Deutsche Telekom to do so and if it is lawful and practicable to do so. Please  
refer to Registration Number 333-05724 when retrieving a copy of the deposit    
agreement.                                                                      

     If you become an owner of Deutsche Telekom ADSs, you will become a party to
the deposit agreement and therefore will be bound by its terms and by the terms 
of the ADR that represents your Deutsche Telekom ADSs. The deposit agreement and
the ADR specify Deutsche Telekom's rights and obligations as well as your rights
and obligations as an owner of Deutsche Telekom ADSs and those of the depositary
bank. As a Deutsche Telekom ADS holder you appoint the depositary bank to act on
your behalf in certain circumstances. The deposit agreement and the ADRs are    
governed by New York law. However, Deutsche Telekom's obligations to the holders
of ordinary shares will continue to be governed by the laws of Germany, which   
may be different from the laws in the United States. Deutsche Telekom will treat
the depositary bank as the holder of the shares represented by your ADSs.       

  As an owner of Deutsche Telekom ADSs, you may hold your Deutsche Telekom
ADSs either by means of an ADR registered in your name or through a brokerage or
safekeeping account. If you decide to hold your Deutsche Telekom ADSs through   
your brokerage or safekeeping account, you must rely on the procedures of your  
broker or bank to assert your rights as a Deutsche Telekom ADS owner. Please    
consult with your broker or bank to determine what those procedures are. This   
summary description assumes you have opted to own the Deutsche Telekom ADSs     
directly by means of an ADR registered in your name, and as such, you are       
referred to as the "holder." When this summary refers to "you," it is on the    
assumption that the reader owns new Deutsche Telekom ADSs and will own Deutsche 
Telekom ADSs at the relevant time.                                              

DIVIDENDS AND DISTRIBUTIONS                                                     

As a holder, you generally have the right to receive the distributions
Deutsche Telekom makes on the securities deposited with the custodian bank. Your
receipt of these distributions may be limited, however, by practical            
considerations and legal limitations. Holders will receive the distributions    
under the terms of the deposit agreement in proportion to the number of Deutsche
Telekom ADSs held as of a specified record date.                                

Distributions of Cash                                                       

   Whenever Deutsche Telekom makes a cash distribution for the securities on
deposit with the custodian, it will notify the depositary bank. Subject to any  
restrictions imposed by German laws or regulations, upon receipt of this notice 
the depositary bank will arrange for the funds to be converted into U.S. dollars
and for the distribution of the U.S. dollars to the holders.                    

     The conversion into U.S. dollars will take place only if practicable and if
the U.S. dollars are transferable to the U.S. The amounts distributed to holders
will be net of the fees, expenses, taxes and governmental charges payable by    
holders under the terms of the deposit agreement. The depositary will apply the 
same method for distributing the proceeds of the sale of any property, including
costs estimated with conversions of foreign currency into U.S. dollars, such as 
undistributed rights, held by the custodian in respect of securities on deposit.

Distributions of Deutsche Telekom Ordinary Shares                           

Whenever Deutsche Telekom makes a free distribution of shares for the 
securities on deposit with the custodian, it will notify the depositary bank.   
Upon receipt of the notice, the depositary bank will either distribute to       
holders new Deutsche Telekom ADSs representing the Deutsche Telekom ordinary    
shares deposited or, with the written consent of Deutsche Telekom, modify the   
ratio of Deutsche Telekom ADSs to Deutsche Telekom ordinary shares, in which    
case each Deutsche Telekom ADS you hold will represent rights and interests in  
the additional Deutsche Telekom ordinary shares so deposited. Only whole new    
Deutsche Telekom ADSs will be distributed. Fractional entitlements will be sold 
and the proceeds of the sale will be distributed as in the case of a cash       
distribution.                                                                   

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  The distribution of new Deutsche Telekom ADSs or the modification of the
Deutsche Telekom ADS-to-Deutsche Telekom ordinary share ratio upon a            
distribution of Deutsche Telekom ordinary shares will be made net of the fees,  
expenses, taxes and governmental charges payable by holders under the terms of  
the deposit agreement. To pay the taxes or governmental charges, the depositary 
bank may sell all or a portion of the new Deutsche Telekom ordinary shares so   
distributed.                                                                    

No distribution of new Deutsche Telekom ADSs will be made if it would 
violate a law, e.g., the U.S. securities laws, or if it is not operationally    
practicable. On a distribution of new Deutsche Telekom ADSs, the depositary bank
may reasonably request an opinion of counsel regarding the need for registration
of the distribution under the U.S. Securities laws. Any such request may delay  
distribution to you of new Deutsche Telekom ADSs. If the depositary bank does   
not distribute new Deutsche Telekom ADSs as described above, it may sell the    
Deutsche Telekom ordinary shares received and distribute the proceeds of the    
sale as in the case of a distribution of cash.                                  

Distributions of Rights                                                     

Whenever Deutsche Telekom intends to distribute rights to purchase    
additional Deutsche Telekom ordinary shares, it may give prior notice to the    
depositary bank and may assist the depositary bank in determining whether it is 
lawful and reasonably practicable to distribute rights to purchase additional   
Deutsche Telekom ADSs to holders.                                               

The depositary bank will establish procedures to distribute rights to 
purchase additional Deutsche Telekom ADSs to holders and to enable holders to   
exercise their rights if it is lawful and reasonably practicable to make the    
rights available to holders of Deutsche Telekom ADSs, and if Deutsche Telekom   
provides all of the documentation contemplated in the deposit agreement, such as
opinions to address the lawfulness of the transaction. You may have to pay fees,
expenses, taxes and other governmental charges to subscribe for the new Deutsche
Telekom ADSs upon the exercise of your rights. The depositary bank is not       
obligated to establish procedures to facilitate the distribution and exercise by
holders of rights to purchase new Deutsche Telekom ordinary shares directly     
rather than new Deutsche Telekom ADSs.                                          

The depositary bank will not distribute the rights to you if:         

   - Deutsche Telekom does not request that the rights be distributed to you
or if it asks that the rights not be distributed to you;          

- Deutsche Telekom fails to deliver satisfactory documents to the     
depositary bank; or                                               

- it is not reasonably practicable to distribute the rights.          

The depositary bank will sell the rights that are not exercised or not
distributed if the sale is lawful and reasonably practicable. The proceeds of   
the sale will be distributed to holders as in the case of a cash distribution.  
If the depositary bank is unable to sell the rights, it will allow the rights to
lapse.                                                                          

Elective Distributions                                                      

   Whenever Deutsche Telekom intends to distribute a dividend payable at the
election of shareholders either in cash or in additional Deutsche Telekom       
ordinary shares, it will give prior notice thereof to the depositary bank and   
will indicate whether it wishes the elective distribution to be made available  
to you. In such case, Deutsche Telekom will assist the depositary bank in       
determining whether the distribution is lawful and reasonably practical.        

   The depositary bank will make the election available to you only if it is
reasonably practical and if Deutsche Telekom has provided all of the            
documentation contemplated in the deposit agreement. In such case, the          
depositary bank will establish procedures to enable you to elect to receive     
either cash or additional Deutsche Telekom ADSs, in each case as described in   
the deposit agreement.                                                          

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    If the election is not made available to you, you will receive either cash
or additional Deutsche Telekom ADSs, depending on what a shareholder in Germany 
would receive for failing to make an election, as more fully described in the   
deposit agreement.                                                              

Other Distributions                                                         

   Whenever Deutsche Telekom intends to distribute property other than cash,
Deutsche Telekom ordinary shares or rights to purchase additional Deutsche      
Telekom ordinary shares, it will notify the depositary bank in advance and will 
indicate whether it wishes the distribution to be made to you. If so, Deutsche  
Telekom will assist the depositary bank in determining whether the distribution 
to holders is lawful and reasonably practicable.                                

   If it is reasonably practicable to distribute the property to you, and if
Deutsche Telekom provides all of the documentation contemplated in the deposit  
agreement, the depositary bank will distribute the property to the holders in a 
manner it deems practicable.                                                    

     The depositary bank will make the distribution net of fees, expenses, taxes
and governmental charges payable by holders under the terms of the deposit      
agreement. In order to pay the taxes and governmental charges, the depositary   
bank may sell all or a portion of the property received.                        

   The depositary bank will not distribute the property to you and will sell
the property if:                                                                

     - Deutsche Telekom does not request that the property be distributed to you
or if it asks that the property not be distributed to you;        

- Deutsche Telekom fails to deliver satisfactory documents to the     
depositary bank; or                                               

    - the depositary bank determines that all or a portion of the distribution
to you is not reasonably practicable.                             

    The depositary bank will distribute the proceeds of the sale to holders as
in the case of a cash distribution.                                             

CHANGES AFFECTING SHARES                                                        

The Deutsche Telekom ordinary shares held on deposit for your Deutsche
Telekom ADSs may change from time to time. For example, there may be a change in
nominal or par value, a split-up, consolidation or reclassification of the      
Deutsche Telekom ordinary shares or a recapitalization, reorganization, merger, 
consolidation or sale of assets.                                                

    If any such change were to occur, your Deutsche Telekom ADSs would, to the
extent permitted by law, represent the right to receive the property received or
exchanged in respect of the shares held on deposit. The depositary bank may in  
such circumstances deliver new Deutsche Telekom ADSs to you or call for the     
exchange of your existing Deutsche Telekom ADSs for new Deutsche Telekom ADSs   
and will do so upon request of Deutsche Telekom to the extent legally permitted.
If the depositary bank may not lawfully distribute the property to you, the     
depositary bank may sell the property and distribute the net proceeds to you as 
in the case of a cash distribution.                                             

ISSUANCE OF DEUTSCHE TELEKOM ADSs UPON DEPOSIT OF DEUTSCHE TELEKOM ORDINARY     
SHARES                                                                          

    The depositary bank may create Deutsche Telekom ADSs on your behalf if you
deposit Deutsche Telekom ordinary shares with the custodian. The depositary bank
will deliver these Deutsche Telekom ADSs to the person you indicate only after  
you pay any applicable issuance fees and any charges and taxes payable for the  
transfer of the Deutsche Telekom ordinary shares to the custodian. Your ability 
to deposit Deutsche Telekom ordinary shares could be limited by German legal    
considerations at the time of deposit.                                          

 The depositary bank may delay the issuance of ADSs until the depositary
bank or the custodian receives confirmation that all required approvals have    
been given and that the Deutsche Telekom ordinary                               

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shares have been duly transferred to the custodian. The depositary bank will    
only issue Deutsche Telekom ADSs in whole numbers.                              

    When you deposit Deutsche Telekom ordinary shares, you will be responsible
for transferring good and valid title to the depositary bank. You will thus be  
deemed to represent and warrant the following:                                  

     - The Deutsche Telekom ordinary shares are duly authorized, validly issued,
outstanding, fully paid, non-assessable and legally obtained;     

   - All preemptive and similar rights, if any, with respect to the Deutsche
Telekom ordinary shares have been validly waived or exercised;    

   - You are authorized to deposit the Deutsche Telekom ordinary shares; and

- The shares presented for deposit are free and clear of any lien,    
      encumbrance, security interest, or other adverse claim, and are not, and
     the Deutsche Telekom ADSs issuable upon the deposit are not, subject to
      any other restriction on sale, transfer or deposit under the laws of the
      United States, the Federal Republic of Germany, or under a shareholders'
      agreement, or the Articles of Association, or any applicable regulations
of any securities exchange.                                       

If any of the representations or warranties are incorrect in any way, 
Deutsche Telekom and the depositary bank may, at your cost and expense, take any
and all actions necessary to correct the consequences of the misrepresentations.

WITHDRAWAL OF DEUTSCHE TELEKOM ORDINARY SHARES UPON CANCELLATION OF DEUTSCHE    
TELEKOM ADSs                                                                    

    As a holder, you will be entitled to present your Deutsche Telekom ADSs to
the depositary bank for cancellation and then receive the underlying shares at  
the custodian's offices. To withdraw the Deutsche Telekom ordinary shares       
represented by your Deutsche Telekom ADSs, you will be required to pay to the   
depositary the fees for cancellation of the Deutsche Telekom ADSs and any       
charges and taxes payable upon the transfer of the Deutsche Telekom ordinary    
shares being withdrawn. You assume the risk for delivery of all funds and       
securities upon withdrawal. Once canceled, the Deutsche Telekom ADSs will not   
have any rights under the deposit agreement.                                    

     If you hold an ADR registered in your name, the depositary bank may ask you
to provide proof of identity and genuineness of any signature and certain other 
documents as the depositary bank may deem appropriate before it will cancel your
Deutsche Telekom ADSs. The depositary bank may delay the withdrawal of the      
Deutsche Telekom ordinary shares represented by your Deutsche Telekom ADSs until
it receives satisfactory evidence of compliance with all applicable laws and    
regulations. Please keep in mind that the depositary bank will only accept      
Deutsche Telekom ADSs for cancellation that represent a whole number of         
securities on deposit.                                                          

You will have the right to withdraw the securities represented by your
Deutsche Telekom ADSs at any time except in the following cases:                

  - Temporary delays caused by closing transfer books of the depositary or
      Deutsche Telekom in connection with voting at a shareholders' meeting or
the payment of dividends;                                         

- Obligations to pay fees, taxes and similar charges; or              

- Restrictions imposed because of laws or regulations applicable to   
Deutsche Telekom ADSs or the withdrawal of securities on deposit. 

    The deposit agreement may not be modified to impair your right to withdraw
the securities represented by your Deutsche Telekom ADSs except to comply with  
mandatory provisions of law.                                                    

VOTING RIGHTS                                                                   

 At Deutsche Telekom's request, the depositary bank will mail to you any
notice of shareholders' meeting received from Deutsche Telekom together with    
information explaining how to instruct the                                      
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depositary bank to exercise the voting rights of the securities represented by  
Deutsche Telekom ADSs. If the depositary bank timely receives voting            
instructions from a holder of Deutsche Telekom ADSs, it will endeavor to vote   
the securities represented by the holder's Deutsche Telekom ADSs in accordance  
with the voting instructions.                                                   

 Please note that the ability of the depositary bank to carry out voting
instructions may be limited by practical and legal limitations and the terms of 
the securities on deposit (including Deutsche Telekom's Articles of             
Association). Deutsche Telekom cannot assure you that you will receive voting   
materials in time to enable you to return voting instructions to the depositary 
bank in a timely manner. Securities for which no voting instructions have been  
received will not be voted.                                                     

FEES AND CHARGES                                                                

     As a Deutsche Telekom ADS holder, you will be required to pay the following
service fees to the depositary bank:                                            

                                                                [Download Table]

                         SERVICE                                      FEES          
                         -------                                      ----          
                                                                                    
Issuance of Deutsche Telekom ADSs                           Up to 5c. per ADS issued
Cancellation of Deutsche Telekom ADSs                       Up to 5c. per ADS       
                                                            canceled                
Exercise of rights to purchase additional Deutsche Telekom                          
  ADSs                                                      Up to 5c. per ADS issued

    As a Deutsche Telekom ADS holder you may also be charged for the following
expenses:                                                                       

- Fees for the transfer and registration of Deutsche Telekom ordinary 
      shares that the registrar and transfer agent charge for the transfer and
     registration of Deutsche Telekom ordinary shares in Germany, i.e., upon
deposit and withdrawal of Deutsche Telekom ordinary shares;       

  - Expenses incurred for converting foreign currency into U.S. dollars or
for the sale of property;                                         

- Expenses for cable, telex and fax transmissions and for delivery of 
securities; and                                                   

 - Taxes and duties upon the transfer of securities, i.e., when Deutsche
Telekom ordinary shares are deposited or withdrawn from deposit.  

     The expenses you may be required to pay would be customary for transactions
of this kind and are expected to be de minimis but may vary over time and may be
changed by Deutsche Telekom and by the depositary bank. You will receive prior  
notice of any changes. Deutsche Telekom has agreed to pay certain other charges 
and expenses of the depositary bank.                                            

NOTIFICATION REQUIREMENTS                                                       

   As a holder of Deutsche Telekom ADSs, you agree to comply with provisions
of German law relating to reporting of large positions in Deutsche Telekom      
shares. For a description of these legal provisions, see "Description of        
Deutsche Telekom Ordinary Shares -- Notification Requirements." You also agree  
to provide certain information if reasonably requested by the depositary bank or
Deutsche Telekom.                                                               

AMENDMENTS AND TERMINATION                                                      

   Deutsche Telekom may agree with the depositary bank to modify the deposit
agreement at any time without your consent. Any modification that would         
prejudice any of the substantial rights of holders under the deposit agreement, 
except in very limited circumstances enumerated in the deposit agreement, will  
not become effective until 60 days after notice has been given to the holders.  
Among the modifications that Deutsche Telekom will not consider to be materially
prejudicial to your substantial rights are:                                     

  - any modifications or supplements that are reasonably necessary for the
      Deutsche Telekom ADSs to be registered under the Securities Act or to be
  eligible for book-entry settlement, in each case without imposing or
increasing the fees and charges you are required to pay; and      

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- any modifications or supplements that are required to accommodate   
compliance with applicable provisions of law.                     

You will be bound by the modifications to the deposit agreement if you
continue to hold your Deutsche Telekom ADSs after the modifications to the      
deposit agreement become effective. The deposit agreement cannot be amended to  
prevent you from withdrawing the Deutsche Telekom ordinary shares represented by
your Deutsche Telekom ADSs, except as permitted by law.                         

   Deutsche Telekom has the right to direct the depositary bank to terminate
the deposit agreement. Similarly, the depositary bank may in certain            
circumstances on its own initiative terminate the deposit agreement. In either  
case, the depositary bank must give notice to the holders at least 30 days      
before termination.                                                             

 Upon termination, the following will occur under the deposit agreement:

   - For a period of one year after termination, you will be able to request
      the cancellation of your Deutsche Telekom ADSs and the withdrawal of the
   Deutsche Telekom ordinary shares represented by your Deutsche Telekom
     ADSs and the delivery of all other property held by the depositary bank
       in respect of those Deutsche Telekom ordinary shares on the same terms as
       prior to the termination. During this one year period the depositary bank
 will continue to collect all distributions received on the Deutsche
     Telekom ordinary shares on deposit but will not distribute the property
      to you until you request the cancellation of your Deutsche Telekom ADSs;
and                                                               

     - After the expiration of the one year period, the depositary bank may sell
the securities held on deposit. The depositary bank will hold the 
     proceeds from the sale and any other funds then held for the holders of
     Deutsche Telekom ADSs in a non-interest bearing account. At that point,
   the depositary bank will have no further obligations to holders other
 than to account for the funds then held for the holders of Deutsche
Telekom ADSs still outstanding.                                   

BOOKS OF DEPOSITARY                                                             

  The depositary bank will maintain Deutsche Telekom ADS holder records at
its depositary offices. You may inspect the records at the office during regular
business hours but solely for the purpose of communicating with other holders in
the interest of business matters relating to the Deutsche Telekom ADSs and the  
deposit agreement.                                                              

The depositary bank will maintain in New York facilities to record and
process the issuance, cancellation, combination, split-up and transfer of ADRs. 
These facilities may be closed from time to time, to the extent not prohibited  
by law.                                                                         

LIMITATIONS ON OBLIGATIONS AND LIABILITIES                                      

The deposit agreement limits Deutsche Telekom's obligations and the   
depositary bank's obligations to you. Please note the following:                

   - Deutsche Telekom and the depositary bank are obligated only to take the
actions specifically stated in the depositary agreement without   
negligence or bad faith;                                          

    - The depositary bank disclaims any liability for any failure to carry out
    voting instructions, for any manner in which a vote is cast or for the
       effect of any vote, provided it acts in good faith and in accordance with
the terms of the deposit agreement;                               

     - Deutsche Telekom and the depositary bank will not be obligated to perform
   any act that is inconsistent with the terms of the deposit agreement;

   - Deutsche Telekom and the depositary bank disclaim any liability if they
are prevented or forbidden from acting on account of any law or   
      regulation, any provision of Deutsche Telekom's Articles of Association,
       any provision of any securities on deposit or by reason of any act of God
or war or other circumstances beyond their control;               

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     - Deutsche Telekom and the depositary bank disclaim any liability by reason
     of any exercise of, or failure to exercise, any discretion provided for
       in the deposit agreement or in Deutsche Telekom's Articles of Association
or in any provisions of securities on deposit;                    

   - Deutsche Telekom and the depositary bank further disclaim any liability
 for any action or inaction in reliance on the advice or information
    received from legal counsel, accountants, any person presenting shares
for deposit, any holder of Deutsche Telekom ADSs or authorized    
     representative thereof, or any other person believed by either Deutsche
      Telekom or the depositary bank in good faith to be competent to give the
advice or information;                                            

    - Deutsche Telekom and the depositary bank also disclaim any obligation to
    appear in, prosecute or defend any action, suit or other proceeding in
      respect of any deposited securities or the Deutsche Telekom ADSs, unless
      indemnity satisfactory to it against expense and liability is furnished;
and                                                               

   - Deutsche Telekom and the depositary bank may rely without any liability
       upon any written notice, request or other document believed to be genuine
and to have been signed or presented by the proper parties.       

PRE-RELEASE TRANSACTIONS                                                        

   The depositary bank may, in certain circumstances, issue Deutsche Telekom
ADSs before receiving a deposit of Deutsche Telekom ordinary shares or release  
Deutsche Telekom ordinary shares before receiving Deutsche Telekom ADSs. These  
transactions are commonly referred to as "pre-release transactions." The deposit
agreement limits the aggregate size of pre-release transactions and imposes a   
number of conditions on the transactions, such as the need to receive           
collateral, the type of collateral required and the representations required    
from brokers. The depositary bank may retain the compensation received from the 
pre-release transactions. Full collateralization is a precondition to the       
pre-release of Deutsche Telekom ADSs or underlying Deutsche Telekom ordinary    
shares.                                                                         

TAXES                                                                           

You will be responsible for the taxes and other governmental charges  
payable on the ADRs, the Deutsche Telekom ADSs evidenced by the ADRs and the    
securities represented by the Deutsche Telekom ADSs. Deutsche Telekom, the      
depositary bank and the custodian may deduct from any distribution the taxes and
governmental charges payable by holders and may sell any and all property on    
deposit to pay the taxes and governmental charges payable by holders. You will  
be liable for any deficiency if the sale proceeds do not cover the taxes that   
are due.                                                                        

    The depositary bank may refuse to issue Deutsche Telekom ADSs, to deliver,
transfer, split and combine ADRs or to release securities on deposit until all  
taxes and charges are paid by the applicable holder. The depositary bank and the
custodian may take reasonable administrative actions to obtain tax refunds and  
reduced tax withholding for any distributions on your behalf. However, you may  
be required to provide to the depositary bank and to the custodian proof of     
taxpayer status and residence and the other information as the depositary bank  
and the custodian may require to fulfill legal obligations. You are required to 
indemnify Deutsche Telekom, the depositary bank and the custodian for any claims
with respect to taxes based on any tax benefit obtained for you.                

FOREIGN CURRENCY CONVERSION                                                     

  The depositary bank will arrange for the conversion into U.S. dollars of
all foreign currency received if the conversion is practical, and it will       
distribute the U.S. dollars in accordance with the terms of the deposit         
agreement. You may have to pay fees and expenses incurred in converting foreign 
currency, such as fees and expenses incurred in complying with currency exchange
controls and other governmental requirements.                                   

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     If the conversion of foreign currency is not practical or lawful, or if any
required approvals are denied or not obtainable at a reasonable cost or within a
reasonable period, the depositary bank may take the following actions in its    
discretion:                                                                     

- Convert the foreign currency to the extent practical and lawful and 
    distribute the U.S. dollars to the holders for whom the conversion and
distribution is lawful and practical;                             

   - Distribute the foreign currency to holders for whom the distribution is
lawful and practical; or                                          

- Hold the foreign currency, without liability for interest, for the  
applicable holders.                                               

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COMPARISON OF RIGHTS OF VOICESTREAM AND POWERTEL
STOCKHOLDERS AND DEUTSCHE TELEKOM SHAREHOLDERS

 As a result of the Deutsche Telekom/VoiceStream merger and the Deutsche
Telekom/Powertel merger, holders of VoiceStream common shares and Powertel      
common shares, other than holders of VoiceStream common shares who make the cash
election and receive only cash as the merger consideration, will receive        
Deutsche Telekom ADSs, each representing one Deutsche Telekom ordinary share or 
the right to receive one Deutsche Telekom ordinary share on deposit with the    
custodian bank, or, at the election of the holder, Deutsche Telekom ordinary    
shares. If the Deutsche Telekom/VoiceStream merger is terminated and the        
VoiceStream/Powertel merger occurs, holders of Powertel common shares will      
receive VoiceStream common shares. Deutsche Telekom is a company incorporated   
under the laws of Germany. Each of VoiceStream and Powertel is a corporation    
incorporated in Delaware. The following is only a summary comparison of material
differences between the rights of a VoiceStream stockholder, a Powertel         
stockholder and a Deutsche Telekom shareholder arising from the differences     
between the corporate laws of Delaware and those of Germany, the governing      
organizational instruments of the three companies and the securities laws and   
regulations governing the three companies. We encourage you to read carefully   
and in their entirety VoiceStream's certificate of incorporation, VoiceStream's 
bylaws, Powertel's certificate of incorporation, Powertel's bylaws or Deutsche  
Telekom's memorandum and articles of association. For information on how to     
obtain the governing organizational instruments of VoiceStream, Powertel and    
Deutsche Telekom, see "Additional Information -- Where You Can Find More        
Information." You are encouraged to obtain and read these documents.            

  You should refer to "Description of Deutsche Telekom American Depositary
Shares" for a description of the Deutsche Telekom ADSs and a discussion of the  
ways in which the rights of holders of Deutsche Telekom ADSs may differ from    
those of holders of Deutsche Telekom ordinary shares.                           

   If you hold shares of Deutsche Telekom, VoiceStream or Powertel through a
broker or other financial intermediary rather than directly as a person whose   
name is entered in the share register of the relevant company, you must rely on 
procedures established by that broker or financial intermediary in order to     
assert the rights of a shareholder or stockholder against the relevant company. 

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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM          
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS                        
------------------------------------------------------------    ------------------------------------------------------------
                                                                                                                            
                                                       VOTING RIGHTS                                                        

- Under Delaware law, each stockholder is entitled to one       - Each share entitles the holder to one vote at the general 
  vote for each share of capital stock held by the                shareholders meetings of Deutsche Telekom.                
  stockholder unless the certificate of incorporation                                                                       
  provides otherwise.                                                                                                       

  VoiceStream                                                                                                               

- VoiceStream's certificate of incorporation contains no                                                                    
  provisions altering the voting rights of holders of                                                                       
  VoiceStream common shares.                                                                                                

- VoiceStream's bylaws provide that a majority of the           - There are no quorum requirements for shareholders meetings
  outstanding shares of VoiceStream entitled to vote,             of Deutsche Telekom.                                      
  represented in person or by proxy, constitutes a quorum                                                                   
  for the transaction of business at a stockholder meeting.                                                                 

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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM          
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS                        
------------------------------------------------------------    ------------------------------------------------------------
                                                                                                                            
  Powertel                                                                                                                  
- Powertel's certificate of incorporation contains no                                                                       
  provisions altering the voting rights of holders of                                                                       
  Powertel common shares.                                                                                                   

- Powertel's bylaws provide that a majority of the                                                                          
  outstanding shares of Powertel entitled to vote,                                                                          
  represented in person or by proxy constitutes a quorum for                                                                
  the transaction of business at a stockholder meeting.                                                                     

- Under Delaware law, a certificate of incorporation may        - The German Stock Corporation Act (Aktiengesetz) does not  
  provide that in elections of directors and other specified      allow cumulative voting.                                  
  circumstances, stockholders are entitled to cumulate                                                                      
  votes.                                                                                                                    

  VoiceStream                                                                                                               

- VoiceStream's certificate of incorporation provides that                                                                  
  VoiceStream stockholders do not have cumulative voting                                                                    
  rights.                                                                                                                   

  Powertel                                                                                                                  

- Powertel's certificate of incorporation does not provide                                                                  
  for cumulative voting rights.                                                                                             
                                                 ACTION BY WRITTEN CONSENT                                                  

- Under Delaware law, unless otherwise provided in the          - Under the German Stock Corporation Act, stockholders may  
  certificate of incorporation, stockholders may take any         not take any action by written consent in lieu of the     
  action required or permitted to be taken at a stockholder       general shareholder meeting.                              
  meeting without a meeting if the action is consented to in                                                                
  writing by stockholders entitled to cast the same number                                                                  
  of votes that would be required to take that action at a                                                                  
  meeting at which stockholders were present and voting in                                                                  
  person.                                                                                                                   
  VoiceStream                                                                                                               
- VoiceStream's certificate of incorporation does not limit                                                                 
  this right of stockholders to act by written consent.                                                                     
  Powertel                                                                                                                  
- Powertel's certificate of incorporation provides that                                                                     
  stockholders may only take an action required or permitted                                                                
  to be taken at a stockholder meeting without a meeting if                                                                 
  the action is consented to in writing by all stockholders                                                                 
  who would be entitled to vote with respect to the action                                                                  
  at the meeting.                                                                                                           

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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM          
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS                        
------------------------------------------------------------    ------------------------------------------------------------
                                                                                                                            
                               STOCKHOLDER PROPOSALS AND STOCKHOLDER NOMINATIONS OF DIRECTORS                               

- Under SEC proxy rules, any stockholder may submit a           - Shareholders may nominate individuals for election to the 
  proposal to be acted upon at an annual meeting of               Deutsche Telekom supervisory board, other than those      
  stockholders if the proposer has continuously held for at       recommended by the existing Deutsche Telekom supervisory  
  least one year, as of the date he or she submits a              board, by making a cross-motion to Deutsche Telekom within
  proposal, 1% or at least $2,000 in market value of the          one week after the publication of the notice of the       
  company's securities entitled to be voted on the proposal       shareholders meeting in the Federal Gazette               
  at the meeting. In order for a stockholder's proposal to        (Bundesanzeiger) if the election of one or several members
  be included in the company's proxy statement for an annual      of the Deutsche Telekom supervisory board is an item on   
  or special meeting, the proposal must meet certain              the agenda of the shareholders meeting. The nomination    
  procedural and other requirements, including a requirement      must contain the name, profession, domicile and           
  that the proposal be received by the company by the             memberships in other supervisory boards or other          
  applicable submission deadline. For a regularly scheduled       comparable domestic or foreign supervising bodies of the  
  annual meeting, the deadline is 120 days before the             individual to be nominated. If Deutsche Telekom receives a
  anniversary of the date on which the company's proxy            communication of this kind, the Deutsche Telekom          
  statement for the previous year's annual meeting was first      management board must, within 12 days after the           
  released to stockholders. If the company did not hold an        publication of the notice of the shareholders meeting in  
  annual meeting the previous year, or if the date of the         the Federal Gazette, notify the banks and the             
  current year's annual meeting has been changed by more          shareholders' associations who at the prior shareholders  
  than 30 days from the date of the previous year's meeting,      meeting exercised voting rights on behalf of shareholders 
  or if the submission is for a special meeting, the              or who have requested notification of the applications and
  deadline for submitting a proposal to be included in the        proposals for elections by shareholders, including the    
  company's proxy statement is a reasonable time before the       names of these shareholders and any response by the       
  company begins to print and mail its proxy materials.           Deutsche Telekom management board. The same notification  
                                                                  has to be submitted by the Deutsche Telekom management    
  VoiceStream                                                     board to shareholders who have deposited their shares with
                                                                  Deutsche Telekom or who have, after the publication of the
- VoiceStream's bylaws do not otherwise establish procedures      notice of the shareholders meeting in the Federal Gazette,
  and rules that a stockholder must follow in order to            requested to receive notification or who are registered in
  submit proposals, including director nominations, for an        the share register of Deutsche Telekom and whose votes    
  annual or special meeting.                                      have not been exercised by a bank at the last shareholders
                                                                  meeting. In addition, any shareholder entitled to attend  
  Powertel                                                        and vote at the shareholders meeting can nominate         
                                                                  individuals for the Deutsche Telekom supervisory board at 
- Powertel's bylaws do not otherwise establish procedures         the shareholders meeting itself or between the date of the
  and rules that a stockholder must follow in order to            publication of the notice of the shareholders meeting and 
  submit proposals for an annual or special meeting.              the shareholders meeting itself.                          
  However, Powertel's certificate of incorporation requires                                                                 
  that director nominations be submitted in writing to the      - According to the German Stock Corporation Act,            
  secretary of Powertel no later than 90 days prior to the        shareholders holding in the aggregate shares representing 
  stockholder meeting at which such directors are to be           at least 5% of the issued shares or the aggregate notional
  elected, together with the                                      par value amount of                                       

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             PROVISIONS CURRENTLY APPLICABLE TO                        PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM          
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                      SHAREHOLDERS                        
------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
  identity of the nominator and the number of Powertel          500,000 euros are entitled to require that a matter be put
  shares owned, directly or indirectly, by the nominator.       on the agenda for resolution and that the management board
                                                                submit a proposal at the shareholders meeting and publish 
                                                                this proposal in the German Federal Gazette. The request  
                                                                must be made in writing stating the purpose of, and the   
                                                                reasons for, the request. Proposals duly published may be 
                                                                submitted to the general shareholders meeting for         
                                                                decision. In addition, each shareholder may also submit at
                                                                or prior to the shareholders meeting counterproposals to  
                                                                the proposals submitted by the management board and the   
                                                                supervisory board.                                        

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                                              SOURCES AND PAYMENT OF DIVIDENDS                                              

- Under Delaware law, subject to any restriction in the         - Under the German Stock Corporation Act, dividends may be  
  corporation's certificate of incorporation, the board of        declared and paid out of any distributable balance sheet  
  directors may declare and pay dividends out of:                 profits shown in the corporation's audited and approved   
                                                                  financial statements for the preceding fiscal year, as    
     -- surplus of the corporation, which is the excess of              determined by resolution of the general shareholders
        net assets over statutory capital; or                           meeting. For further information, see "Description  
                                                                        of Deutsche Telekom Ordinary Shares -- Dividends and
     -- if no surplus exists, out of the net profits of the             Other Distributions."                               
        corporation for the year in which the dividend is                                                                   
        declared and/or the preceding year;                                                                                 
unless the net assets of the corporation are less than the                                                                  
capital of any outstanding preferred shares.                                                                                

  VoiceStream                                                                                                               

- VoiceStream's certificate of incorporation does not                                                                       
  contain provisions restricting the payment of dividends to                                                                
  holders of VoiceStream common shares or to the voting                                                                     
  preferred shares.                                                                                                         

  Powertel                                                                                                                  

- Powertel's certificate of incorporation does not contain                                                                  
  provisions restricting the payment of dividends to holders                                                                
  of Powertel common shares or to the preferred shares.                                                                     

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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM          
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS                        
------------------------------------------------------------    ------------------------------------------------------------
                                                                                                                            
                                             RIGHTS OF PURCHASE AND REDEMPTION                                              

- Under Delaware law, any corporation may purchase, redeem      - Under the German Stock Corporation Act, a stock           
  and dispose of its own shares, except that it may not           corporation may acquire its own shares:                   
  purchase or redeem these shares if the capital of the                                                                     
  corporation is impaired or would become impaired as a           -- only upon authorization by a shareholder meeting,      
     result of the redemption.                                       provided that the company acquires no more than 10% of 
                                                                     its issued shares; or                                  
- At any time, a corporation may purchase or redeem any of                                                                  
   its shares which are entitled upon any distribution of       -- for certain defined purposes, e.g., for transfer to      
   assets to a preference over another class of its stock if       employees. For further information, see "Description of  
   these shares will be retired upon acquisition or                Deutsche Telekom Ordinary Shares -- Repurchase of        
   redemption, thereby reducing the capital of the                 Shares."                                                 
   corporation.                                                                                                             

  VoiceStream                                                                                                               
- VoiceStream's certificate of incorporation provides that                                                                  
  any outstanding VoiceStream shares may be subject to                                                                      
  redemption by VoiceStream to the extent necessary, in the                                                                 
  judgment of VoiceStream's board of directors, to prevent                                                                  
  the loss or secure the reinstatement of any license or                                                                    
  franchise from any governmental agency held by VoiceStream                                                                
  or any of its subsidiaries to conduct any portion of the                                                                  
  business of VoiceStream or any of its subsidiaries or                                                                     
  affiliates, which license or franchise is conditioned upon                                                                
  some or all of the holders of VoiceStream shares                                                                          
  possessing prescribed qualifications.                                                                                     

  Powertel                                                                                                                  

- Powertel's certificate of incorporation provides that any                                                                 
  outstanding Powertel shares may be subject to redemption                                                                  
  by Powertel to the extent necessary, in the judgment of                                                                   
  Powertel's board of directors, to prevent the loss or                                                                     
  secure the reinstatement of any license or franchise from                                                                 
  any governmental agency held by Powertel or any of its                                                                    
  subsidiaries to conduct any portion of the business of                                                                    
  Powertel or any of its subsidiaries, which license or                                                                     
  franchise is conditioned upon some or all of the holders                                                                  
  of Powertel shares possessing prescribed qualifications.                                                                  

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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM          
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS                        
------------------------------------------------------------    ------------------------------------------------------------
                                                                                                                            
                                                  MEETINGS OF SHAREHOLDERS                                                  

                                                      General Meetings                                                      

  VoiceStream                                                   - The Deutsche Telekom Articles of Association provide that 
                                                                  the general shareholders meeting will take place at the   
- VoiceStream's bylaws provide that all meetings of               headquarters of Deutsche Telekom, which is Bonn, Germany, 
  stockholders are to be held at any place designated by the      or at the location of a German stock exchange or in a     
  VoiceStream board of directors or, if no designation is         German city with over 500,000 inhabitants.                
  made, at the registered office of VoiceStream in Delaware.                                                                
                                                                - The Deutsche Telekom Articles of Association and the      
  Powertel                                                        German Stock Corporation Act provide that the annual      
                                                                  general meeting called to receive the approved audited    
- Powertel's bylaws provide that all meetings of                  financial statements, ratify the actions of the Deutsche  
  stockholders are to be held at such place as may be fixed       Telekom management board and the Deutsche Telekom         
  from time to time by the board of directors.                    supervisory board and resolve the appropriation of        
                                                                  distributable profits, as well as the appointment of the  
- Unless otherwise provided in the certificate of                 auditor, must take place within the first eight months of 
  incorporation and described elsewhere in this summary, in       each fiscal year.                                         
  all matters other than the election of directors,                                                                         
  stockholders act by the affirmative vote of the majority      - Resolutions are passed at a Deutsche Telekom general      
  of shares present or represented by proxy and entitled to       shareholders meeting by a majority of the votes cast,     
  vote on the subject matter. Directors are elected by a          unless a higher vote or, additionally, a majority of the  
  plurality of the votes of the shares present in person or       capital represented at the meeting is required by law or  
  represented by proxy and entitled to vote on the election       the Deutsche Telekom Articles of Association. For further 
  of directors.                                                   information on this subject, see "Description of Deutsche 
                                                                  Telekom Ordinary Shares -- Voting Rights and Shareholders 
  VoiceStream                                                     Meetings."                                                
- VoiceStream's bylaws provide that, for any meeting                                                                        
  requiring or permitting stockholder action, a written                                                                     
  notice of the meeting must be given to each stockholder                                                                   
  entitled to vote at that meeting not less than ten days or                                                                
  more than sixty days before the date of the meeting. The                                                                  
  notice must identify the place, date and hour of the                                                                      
  meeting and, in the case of a special meeting, the purpose                                                                
  for which the meeting is called.                                                                                          
- VoiceStream's bylaws provide that the annual meeting of                                                                   
  stockholders is to be held on the second Tuesday in June                                                                  
  of each year, or, if that day is a legal holiday, on the                                                                  
  next business day following, at 10 a.m. If the annual                                                                     
  meeting is not held on the designated date, then the                                                                      
  directors are to call the meeting to be held as soon                                                                      
  thereafter as convenient.                                                                                                 

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             PROVISIONS CURRENTLY APPLICABLE TO                        PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM          
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                      SHAREHOLDERS                        
------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
- VoiceStream's annual meeting is for the election of                                                                     
  directors and for any other business that is properly                                                                   
  brought before the meeting.                                                                                             
  Powertel                                                                                                                
- Powertel's bylaws provide that, for any meeting of                                                                      
  stockholders, a written notice of the meeting must be                                                                   
  given not less than ten days or more than sixty days                                                                    
  before the date of the meeting, to each stockholder                                                                     
  entitled to vote at that meeting. The notice must identify                                                              
  the place, date and hour of the meeting and, in the case                                                                
  of a special meeting, the purpose for which the meeting is                                                              
  called.                                                                                                                 
- Powertel's bylaws provide that the annual meeting of                                                                    
  stockholders is to be held on such date and at such time                                                                
  as will be designated from time to time by the board of                                                                 
  directors.                                                                                                              
- Powertel's annual meeting is for the election of directors                                                              
  and for any other business that is properly brought before                                                              
  the meeting.                                                                                                            

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                                                      Special Meetings                                                      

  VoiceStream                                                   - A special meeting of shareholders of Deutsche Telekom may 
                                                                  be called by the Deutsche Telekom management board or the 
- VoiceStream's bylaws provide that special meetings of           Deutsche Telekom supervisory board.                       
  stockholders may be called only by:                                                                                       
                                                                - A special meeting of shareholders must be called by the   
  -- the president;                                               Deutsche Telekom management board upon request of         
                                                                  shareholders holding in the aggregate shares representing 
  -- the board of directors; or                                   at least 5% of the issued shares. Written requests        
                                                                     received by Deutsche Telekom stating the purpose of and
  -- stockholders entitled to cast at least one-fifth of the         reasons for the special meeting must be forwarded to   
     votes which all stockholders are entitled to cast at            the Deutsche Telekom management board.                 
     that particular meeting.                                                                                               
- VoiceStream's bylaws provide that the business permitted                                                                  
  to be conducted at any special meeting is limited to the                                                                  
  purpose or purposes specified by the order calling the                                                                    
  special meeting.                                                                                                          

  Powertel                                                                                                                  

- Powertel's bylaws provide that special meetings of                                                                        
  stockholders may be called only by:                                                                                       

  -- the board of directors;                                                                                                

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                      SHAREHOLDERS                        
------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
  -- the chairman; or                                                                                                     

  -- the president.                                                                                                       

  Powertel stockholders do not have the right to call                                                                     
  special meetings.                                                                                                       

- Powertel's bylaws provide that the business permitted to                                                                
  be conducted at any special meeting is limited to the                                                                   
  purposes stated in the notice calling the special meeting.                                                              
  Attendance at a special meeting constitutes waiver unless                                                               
  the stockholder objects at the meeting to transacting                                                                   
  business or considering the matter.                                                                                     

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                                                      APPRAISAL RIGHTS                                                      

- Under Delaware law, stockholders of a corporation involved    - A valuation proceeding (Spruchverfahren) is available to  
  in a merger have the right to demand and receive payment        Deutsche Telekom's shareholders under the German Stock    
  of the fair value of their stock in lieu of receiving the       Corporation Act and the German Transformation Act         
  merger consideration, provided that these stockholders          (Umwandlungsgesetz) to determine the adequacy of the      
  comply with the procedural requirements set forth under         consideration to be paid in certain corporate             
  Delaware law for perfecting this right. However, appraisal      transactions. These transactions include, among other     
  rights are not available to holders of shares:                  things:                                                   
  -- listed on a national securities exchange;                  -- a merger;                                                
  -- designated as a national market system security on an      -- a control and profit transfer agreement between a        
     interdealer quotation system operated by the National           controlling shareholder and its dependent company; and 
     Association of Securities Dealers, Inc.; or                                                                            
                                                                -- the forced withdrawal of minority shareholders from a    
  -- held of record by more than 2,000 stockholders;               corporation upon the corporation's integration with a    
                                                                     parent corporation holding shares representing at least
  unless holders of stock are required to accept                     95% of the nominal capital of the corporation to be    
  consideration in the merger other than any combination of:      integrated.                                               
  -- shares of stock or depositary receipts of the surviving    These rights are available to shareholders, provided that in
     corporation in the merger;                                 each case the shareholder complies with the procedural      
                                                                requirements specified in the respective statutory          
  -- shares of stock or depositary receipts of another          provisions.                                                 
  corporation that, at the effective date of the merger,                                                                    
  will be either:                                               - Under the tentative draft of a German Takeover Act        
                                                                  (Ubernahmegesetz), expected to enter into force in 2001 or
     (1) listed on a national securities exchange;                2002, the compulsory acquisition of minority shareholders 
                                                                  by a majority shareholder holding more than 95% of the    
     (2) designated as a national market system                 issued shares will entitle the minority shareholders the    
                                                                         right to a valuation proceeding.                   

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                      SHAREHOLDERS                        
------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
         security on an interdealer quotation system                                                                      
         operated by the National Association of Securities                                                               
         Dealers, Inc.; or                                                                                                
     (3) held of record by more than 2,000 holders; or                                                                    
  -- cash in lieu of fractional shares of the stock or                                                                    
     depositary receipts received.                                                                                        

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                                                     PREEMPTIVE RIGHTS                                                      

- Under Delaware law, a stockholder is not entitled to          - Under the German Stock Corporation Act, in general, an    
  preemptive rights to subscribe for additional issuances of      existing shareholder in a stock corporation has a         
  stock or any security convertible into stock unless they        preemptive right (Bezugsrecht) to subscribe for any issue 
  are specifically granted those rights in the certificate        by the corporation of new shares, including securities    
  of incorporation.                                               convertible into shares, securities with warrants to      
                                                                  purchase shares, profit-sharing certificates and          
  VoiceStream                                                     securities with a profit participation, in proportion to  
                                                                  the shares held by the shareholder in the existing capital
- VoiceStream's certificate of incorporation does not             of such corporation. The German Stock Corporation Act     
  provide for preemptive rights.                                  provides that this preemptive right can be excluded only  
                                                                  by a shareholder resolution. The approval of a majority of
  Powertel                                                        at least 75% of the issued shares represented at the      
                                                                  shareholders meeting is required to exclude preemptive    
- Powertel's certificate of incorporation does not provide        rights. See "Description of Deutsche Telekom Ordinary     
  for preemptive rights.                                          Shares -- Preemptive Rights."                             

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                                     AMENDMENT OF GOVERNING ORGANIZATIONAL INSTRUMENTS                                      

- Under Delaware law, unless the certificate of                 - Amendments of the Deutsche Telekom Articles of Association
  incorporation requires a greater vote, an amendment to the      may be proposed either by the Deutsche Telekom supervisory
  certificate of incorporation requires:                          board, to the Deutsche Telekom management board or by a   
                                                                  shareholder or group of shareholders holding at least 5%  
  -- recommendation of the board of directors;                  of the issued shares or at least the notional par value     
                                                                amount of 500,000 euros. According to the Deutsche Telekom  
  -- the affirmative vote of a majority of the outstanding           Articles of Association, a resolution amending the     
     shares entitled to vote; and                                    Deutsche Telekom Articles of Association generally must
                                                                     be passed by a majority of the votes cast and a        
  -- the affirmative vote of a majority of the outstanding           majority of the shares issued represented at the       
     shares of each class adversely affected by the                  meeting of shareholders at which the resolution is     
     amendment.                                                      considered. The German Stock Corporation Act requires, 
                                                                  however, that certain resolutions be passed by at least   
  Under Delaware law, stockholders have the power to adopt,       three-quarters of the shares                              
  amend or repeal bylaws by the                                                                                             

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                      SHAREHOLDERS                        
------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
  affirmative vote of a majority of the outstanding stock       issued represented at the meeting, including resolutions  
  entitled to vote unless the certificate of incorporation      relating to:                                              
  or the bylaws specify another percentage.                   -- capital increase with an exclusion of preemptive rights; 
  VoiceStream                                                 -- capital decreases;                                       
- Under VoiceStream's certificate of incorporation, approval  -- the creation of authorized capital (genehmigtes Kapital) 
  of the holders of at least 66 2/3% of the outstanding          or conditional capital (bedingtes Kapital); or           
   voting power of VoiceStream is required to amend or                                                                    
   repeal any of the provisions in the certificate of         -- amendments of the corporate purpose of Deutsche Telekom. 
   incorporation relating to:                                                                                             
  -- the redemption of outstanding shares;                                                                                
  -- preemptive rights;                                                                                                   
  -- cumulative voting; or                                                                                                
  -- the voting requirements for the repeal or amendment of                                                               
     VoiceStream's certificate of incorporation.                                                                          

  For further information, see "Description of Deutsche                                                                   
  Telekom Ordinary Shares -- Voting Rights and Shareholders                                                               
  Meetings."                                                                                                              

  Powertel                                                                                                                

- Under Powertel's certificate of incorporation, approval of                                                              
  the holders of at least 66 2/3% of the shares entitled to                                                               
  vote and the affirmative vote of a majority of the members                                                              
  of the entire board of directors are required to amend or                                                               
  repeal any of the provisions in the certificate of                                                                      
  incorporation relating to:                                                                                              

  -- action by stockholders by written consent;                                                                           

  -- the election or classification of the board of                                                                       
     directors;                                                                                                           

  -- the elimination of liability of the board of directors;                                                              

  -- the indemnification of the board of directors; or                                                                    

  -- the voting requirements for the repeal or amendment of                                                               
     the Powertel certificate of incorporation.                                                                           

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                      SHAREHOLDERS                        
------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
- Under Delaware law, if provided by the certificate of                                                                   
  incorporation, the board of directors may adopt, amend or                                                               
  repeal the bylaws of a company by majority vote.                                                                        

  VoiceStream                                                                                                             
- VoiceStream's certificate of incorporation gives the board                                                              
  of directors that authority, but according to                                                                           
  VoiceStream's bylaws, only if notice of the proposed                                                                    
  amendment or repeal is provided in the notice of the board                                                              
  meeting. In addition, VoiceStream's bylaws state that the                                                               
  directors may not modify the provisions in the bylaws                                                                   
  which fix their qualifications, classifications or term of                                                              
  office.                                                                                                                 
- VoiceStream's certificate of incorporation and bylaws                                                                   
  state that the bylaws may be amended or repealed by                                                                     
  VoiceStream's stockholders at any regular or special                                                                    
  meeting if notice of the proposed amendment is provided in                                                              
  the notice of the meeting.                                                                                              

  Powertel                                                                                                                
- Powertel's certificate of incorporation and bylaws give                                                                 
  the board of directors the authority to adopt, amend or                                                                 
  repeal the bylaws of the company. However, Powertel's                                                                   
  bylaws state that the affirmative vote of at least 66 2/3%                                                              
  of the shares entitled to vote and the affirmative vote of                                                              
  a majority of the members of the entire board of directors                                                              
  are required to amend, modify or repeal by law provisions                                                               
  relating to meetings of stockholders, powers of directors                                                               
  and rules regulating their exercise of power and                                                                        
  amendments to the bylaws.                                                                                               

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                                                      PREFERRED SHARES                                                     

  VoiceStream                                                   - As a general rule, the Deutsche Telekom management board,
                                                                  with the approval of the Deutsche Telekom supervisory    
- VoiceStream's certificate of incorporation authorizes the       board, would be authorized to use the existing authorized
  VoiceStream board of directors to:                              capital for the issuance of preferred shares             
                                                                     (Vorzugsaktien), which are shares with a cumulative   
  -- issue up to 100,000,000 preferred shares, $0.001 par            preference right with respect to the distribution of  
     value per share;                                                profits. In this case, Deutsche Telekom shareholders  
                                                                     would not have preemptive rights in connection with   
  -- provide for the issuance of one or more series of               this issuance. The Deutsche Telekom shareholders may  
     preferred shares;                                               also resolve in a general meeting to issue preferred  
                                                                     shares in which case Deutsche Telekom shareholders    
  -- fix the designations, and number of the shares                  would                                                 
     constituting each series of preferred shares; and                                                                     

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             PROVISIONS CURRENTLY APPLICABLE TO                        PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM          
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                      SHAREHOLDERS                        
------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
                                                                   in general have preemptive rights. See "-- Preemptive  
  -- fix for each series, its relative rights.                Rights."                                                    
  Powertel                                                                                                                
- Powertel's certificate of incorporation authorizes the                                                                  
  Powertel board of directors to:                                                                                         
  -- issue up to 1,000,000 preferred shares;                                                                              
  -- provide for the issuance of one or more series of                                                                    
     preferred shares;                                                                                                    
  -- fix the designations, powers, preferences, and relative                                                              
     rights of the shares of each series of preferred shares                                                              
     and the qualifications, limitations and restrictions                                                                 
     thereof; and                                                                                                         
  -- establish the number of the shares constituting each                                                                 
     series of preferred shares.                                                                                          
OUTSTANDING PREFERRED STOCK                                                                                               

  VoiceStream                                                                                                             
- VoiceStream has 3,906,250 voting preferred shares                                                                       
  outstanding, all of which are held by Deutsche Telekom.                                                                 
- Any of these shares outstanding as of the completion of                                                                 
  the Deutsche Telekom/ VoiceStream merger will remain                                                                    
  outstanding and will be unaffected by that merger. The                                                                  
  voting preferred shares are convertible only if the                                                                     
  Deutsche Telekom/VoiceStream merger is terminated.                                                                      

  Powertel                                                                                                                
- There are five series of Powertel preferred shares                                                                      
  outstanding: Series A convertible preferred shares, Series                                                              
  B convertible preferred shares, Series D convertible                                                                    
  preferred shares, Series E 6.5% cumulative convertible                                                                  
  preferred shares and Series F 6.5% cumulative convertible                                                               
  preferred shares. There are 100,000 Powertel Series A                                                                   
  preferred shares outstanding, 100,000 Powertel Series B                                                                 
  preferred shares outstanding, 50,000 Powertel Series D                                                                  
  preferred shares outstanding, 50,000 Powertel Series E                                                                  
  preferred shares outstanding and 50,000 Powertel Series F                                                               
  preferred shares outstanding.                                                                                           

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             PROVISIONS CURRENTLY APPLICABLE TO                        PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM          
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                      SHAREHOLDERS                        
------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
- Holders of two-thirds of each series of Powertel preferred                                                              
  shares are entitled to consent as a class upon a proposed                                                               
  action affecting such series involving an:                                                                              
  -- authorization, creation or issuance, or any increase in                                                              
     the authorized or issued amount, of any class or series                                                              
     ranking prior to such series as to dividends or                                                                      
     distribution of assets;                                                                                              
  -- increase in the authorized or issued amount of the                                                                   
     class; or                                                                                                            
  -- amendment, alteration or repeal by merger,                                                                           
     consolidation or otherwise of any of the provisions of                                                               
     the certificate of incorporation that would affect any                                                               
     rights, preferences or voting powers of the series;                                                                  
     provided that an increase in the authorization or the                                                                
     issuance of preferred stock ranking on a parity with,                                                                
     or junior to, the series is not deemed to affect                                                                     
     rights, preferences or voting powers.                                                                                
The foregoing voting rights do not apply if all outstanding                                                               
shares of a series have been redeemed or sufficient funds                                                                 
have been deposited in trust to effect such redemption.                                                                   
- Powertel Series A preferred shares are entitled to vote on                                                              
  any merger, consolidation, sale of all or substantially                                                                 
  all of the assets, statutory stock exchange or other                                                                    
  extraordinary transaction. The Series A preferred shares                                                                
  vote as a single class with the common shares. Each Series                                                              
  A preferred share is entitled to cast that number of votes                                                              
  equal to the number of votes which would be cast in such                                                                
  vote by a holder of the common shares into which the                                                                    
  Series A preferred share is convertible on the record date                                                              
  of such vote.                                                                                                           
- Each series of preferred shares has a dividend preference.                                                              
  For the Series A preferred shares, the Series B preferred                                                               
  shares and the Series D preferred shares, the dividend                                                                  
  preference is equal to the dividend on the number of                                                                    
  Powertel common shares into which the preferred shares are                                                              
  then convertible. The Series E preferred shares and the                                                                 
  Series F preferred shares accrue a cumulative 6.5% annual                                                               
  dividend that is payable quarterly in common shares or                                                                  
  cash. Each series has a liquidation preference in the                                                                   
  amount of a stated amount plus declared or, in the case of                                                              
  the Series E and Series F preferred shares, accrued but                                                                 
  unpaid dividends. Each series is subject to                                                                             

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             PROVISIONS CURRENTLY APPLICABLE TO                        PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM          
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                      SHAREHOLDERS                        
------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
  redemption provisions at a stated amount plus declared or,                                                              
  in the case of the Series E and Series F preferred shares,                                                              
  accrued but unpaid dividends and at stated times. At                                                                    
  certain times, each series is convertible into common                                                                   
  shares at the election of the holder. The number of common                                                              
  shares into which such series is convertible is to be                                                                   
  determined by dividing the liquidation preference by the                                                                
  current conversion price.                                                                                               

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS                        
------------------------------------------------------------    ------------------------------------------------------------
                                                                                                                            
                                                     STOCK CLASS RIGHTS                                                     

- Under Delaware law, changes to the rights of holders of       - Under German law, any change to the rights of Deutsche    
  VoiceStream's or Powertel's common shares or preferred          Telekom's shareholders, including any reclassification of 
  shares would require an amendment to VoiceStream's or           the share capital of Deutsche Telekom, would generally    
  Powertel's certificate of incorporation, as the case may        require the adoption of a shareholder resolution at a     
  be. Holders of shares of a class or a series are entitled       general shareholder meeting. Generally, if the existing   
  to vote as a class upon a proposed amendment to the             relationship of more than one class of shares is to be    
  certificate of incorporation if the amendment will:             amended to the disadvantage of any class, the resolution  
                                                                  of the shareholders meeting will require the consent of   
  -- increase or decrease the authorized shares of the class      the shareholders adversely affected in order to be        
     or series;                                                      effective. The shareholders adversely affected will    
                                                                     decide on such consent by adopting a separate          
  -- increase or decrease the par value of the shares of the         resolution.                                            
     class or series; or                                                                                                    
  -- alter or change the powers, preferences or special                                                                     
     rights of the shares of the class or series so as to                                                                   
     affect them adversely.                                                                                                 

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                                        STOCKHOLDERS' VOTES ON CERTAIN TRANSACTIONS                                         

- Generally, under Delaware law, unless the certificate of      - Under German law, the following resolutions in particular 
  incorporation provides for the vote of a larger portion of      require a majority of at least 75% of the issued shares   
  the stock, completion of a merger or consolidation or sale      represented at the shareholder meeting passing the        
  of substantially all of a corporation's assets or               resolution and a simple majority of the votes cast at that
  dissolution requires:                                           meeting:                                                  
  -- the approval of the board of directors; and                -- capital increases with an exclusion of preemptive rights;
                                                                   creation of authorized capital or conditional capital;   
  -- approvals by the vote of the holders of a majority of                                                                  
     the outstanding stock or, if the certificate of            -- capital decreases;                                       
     incorporation provides for more or less than one vote                                                                  
  per share, a majority of the votes of the outstanding         -- a dissolution of Deutsche Telekom;                       
  stock of a corporation entitled to vote on the matter.                                                                    
                                                                -- a merger of Deutsche Telekom or any other form of        
  VoiceStream                                                      transformation (Umwandlung) of Deutsche Telekom,         
                                                                   including, without limitation, spin-offs (Spaltungen), a 
- VoiceStream's certificate of incorporation does not             transfer of all or virtually all of Deutsche Telekom's    
  provide for the vote of a larger portion of the stock for       assets, a change of Deutsche Telekom's corporate form, and
  merger or consolidation.                                        the execution of intercompany agreements                  
                                                                  (Unternehmensvertrage); and                               
  Powertel                                                                                                                  
                                                                -- amendments of the corporate purpose of Deutsche Telekom. 
- Powertel's certificate of incorporation does not provide                                                                  
  for the vote of a larger portion of the stock for merger                                                                  
   or consolidation.                                                                                                        

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                          SHAREHOLDERS                           
------------------------------------------------------------    -----------------------------------------------------------------
                                                                                                                                 
                                                      RIGHTS OF INSPECTION                                                       

- Delaware law allows any stockholder:                          - In general, the German Stock Corporation Act does not permit   
                                                                  shareholders to inspect corporate books and records.           
  -- to inspect:                                                                                                                 
                                                                - The German Stock Corporation Act does permit shareholders to   
       (1) the corporation's stock ledger;                        inspect the share register upon request, and provides each     
                                                                shareholder the right to receive oral information at the         
       (2) a list of its stockholders;                          shareholders meeting, to the extent that such information is     
                                                                necessary to permit a proper evaluation of the relevant item on  
       (3) its other books and records; and                          the agenda. Information may be given in writing to          
                                                                     shareholders, but they are not entitled to receive written  
  -- to make copies or extracts of those materials during            information.                                                
     normal business hours, provided that:                                                                                       
                                                                - Exceptions apply where the German Stock Corporation Act or the 
       (1) the stockholder makes a written request under          German Transformation Act explicitly provide for the submission
           oath stating the purpose of the inspection; and        of written information, including written reports by the       
                                                                           management board or documentation concerning certain  
       (2) the inspection is for a purpose reasonably                      transactions. As a practical matter, shareholders may 
           related to the person's interest as a                           also receive written information about Deutsche       
           stockholder.                                                    Telekom through its public filings with the commercial
                                                                           register (Handelsregister) and the Federal Gazette    
                                                                           Bundesanzeiger and other sources of publication by    
                                                                           Deutsche Telekom.                                     

                                                       DUTIES OF DIRECTORS                                                       

- Consistent with Delaware law, each of VoiceStream's and       - The Deutsche Telekom management board is responsible for       
  Powertel's bylaws provide that the business and affairs of      managing Deutsche Telekom and representing Deutsche Telekom in 
  VoiceStream and Powertel, respectively, are to be managed       its dealings with third parties, while the Deutsche Telekom    
  by VoiceStream's or Powertel's board of directors,              supervisory board appoints and removes the members of the      
  respectively.                                                   Deutsche Telekom management board and oversees the management  
                                                                  of Deutsche Telekom. The supervisory board is required by law  
                                                                  to review the annual financial statements of Deutsche Telekom  
                                                                  and its consolidated financial statements. The Deutsche Telekom
                                                                  management board must submit regular reports on the operations 
                                                                  and fundamental planning of Deutsche Telekom to the Deutsche   
                                                                  Telekom supervisory board, and the Deutsche Telekom supervisory
                                                                  board is also entitled to request special reports at any time. 

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS                           
------------------------------------------------------------  -----------------------------------------------------------------
                                                                                                                               
                                                              - The German Stock Corporation Act prohibits the Deutsche Telekom
                                                                supervisory board from making management decisions. Pursuant to
                                                                the Articles of Association of Deutsche Telekom and the bylaws 
                                                                (Geschaftsordnung) of the management board, the management     
                                                                board must obtain the consent of the supervisory board for     
                                                                certain actions, including acquisitions or dispositions of real
                                                                property having a value of more than 25 million euros,         
                                                                acquisitions or dispositions of equity investments, the        
                                                                appointment of members of the supervisory board or other bodies
                                                                having supervisory functions of direct or indirect subsidiaries
                                                                with a share capital of more than 2.5 million euros or an      
                                                                annual turnover of more than 25 million euros, and actions     
                                                                concerning the corporate structure or the strategy of Deutsche 
                                                                Telekom. In addition, under the German Stock Corporation Act,  
                                                                the supervisory board is authorized to subject other actions of
                                                                the management board to its consent.                           
                                                        [Enlarge/Download Table]
                                                                                                                                   
                STANDARD OF CONDUCT FOR DIRECTORS                                                                                  

- Delaware law does not contain any specific provisions setting                                                                    
  forth the standard of conduct of a director. The scope of the                                                                    
  fiduciary duties of VoiceStream's and Powertel's board is thus                                                                   
  determined by the courts of the State of Delaware. In general,                                                                   
  directors have a duty to act without self-interest, on a                                                                         
  well-informed basis and in a manner they reasonably believe to                                                                   
  be in the best interests of the stockholders.                                                                                    
- Neither Delaware law nor VoiceStream's or Powertel's                                                                             
  certificate of incorporation contains any provisions permitting                                                                  
  directors, when discharging their duties, to consider the                                                                        
  interests of any constituencies other than the corporation or                                                                    
  its stockholders.                                                                                                                

                                                                                                                                   
                STANDARD OF CONDUCT FOR DIRECTORS                                  STANDARD OF CONDUCT FOR DIRECTORS               
- Delaware law does not contain any specific provisions setting    - In carrying out their duties, members of the Deutsche Telekom 
  forth the standard of conduct of a director. The scope of the      management board and the Deutsche Telekom supervisory board   
  fiduciary duties of VoiceStream's and Powertel's board is thus     must exercise the standard of care of a prudent and diligent  
  determined by the courts of the State of Delaware. In general,     businessman and have the burden of proving that they exercised
  directors have a duty to act without self-interest, on a           such care if it is ever contested. The interests of Deutsche  
  well-informed basis and in a manner they reasonably believe to     Telekom are deemed to include the interests of the            
  be in the best interests of the stockholders.                      shareholders, the interests of the work force and, to some    
                                                                     extent, the public interest, and both the Deutsche Telekom    
- Neither Delaware law nor VoiceStream's or Powertel's               management board and the Deutsche Telekom supervisory board   
  certificate of incorporation contains any provisions permitting    must take all these interests into account when taking actions
  directors, when discharging their duties, to consider the          or decisions. Although there is no explicit obligation to act 
  interests of any constituencies other than the corporation or      solely in the interests of shareholders, the management board 
  its stockholders.                                                  is required to respect the shareholders' rights to equal      
                                                                     treatment and equal information.                              
                                                                   - The Deutsche Telekom management board has a duty to maintain  
                                                                     the confidentiality of corporate information.                 

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                  NUMBER AND TERM OF DIRECTORS                                                                                      

  VoiceStream                                                                                                                       
- VoiceStream's bylaws provide that the number of directors will                                                                    
  be set from time to time by the board of directors but will not                                                                   
  be less than one. VoiceStream's board of directors currently                                                                      
  consists of 16 members, each elected for a term of one year,                                                                      
  and until his or her successor is elected and qualified or                                                                        
  until his or her earlier resignation or removal.                                                                                  
  Powertel                                                                                                                          
- Powertel's certificate of incorporation provides that the                                                                         
  number of directors will not be fewer than three nor more than                                                                    
  15 directors. Powertel's board of directors currently consists                                                                    
  of eight members, each elected for a term of three years, and                                                                     
  until his or her successor is elected and qualified or until                                                                      
  his or her earlier resignation, removal from office, death or                                                                     
  incapacity. Powertel's certificate of incorporation classifies                                                                    
  the board of directors into three classes. The term of office                                                                     
  of only one class of directors expires in each year.                                                                              

                                                                                                                                    
                                                                   - The German Stock Corporation Act prohibits simultaneous        
                                                                     membership on the management board and the supervisory board of
                                                                     a company.                                                     
                  NUMBER AND TERM OF DIRECTORS                                       NUMBER AND TERM OF DIRECTORS                   
  VoiceStream                                                      - The Deutsche Telekom supervisory board consists of 20 members, 
                                                                     10 of whom are elected by the holders of Deutsche Telekom      
- VoiceStream's bylaws provide that the number of directors will     shares, and, in accordance with the Co-determination Act of    
  be set from time to time by the board of directors but will not    1976 (Mitbestimmungsgesetz), 10 of whom are elected by the     
  be less than one. VoiceStream's board of directors currently       employees of Deutsche Telekom. In the event of a deadlock, the 
  consists of 16 members, each elected for a term of one year,       chairman of the supervisory board has a casting vote. The      
  and until his or her successor is elected and qualified or         chairman and a deputy chairman are elected by the supervisory  
  until his or her earlier resignation or removal.                   board from among its members; in the event that a majority of  
                                                                     two-thirds of the members of the supervisory board is not      
  Powertel                                                           achieved, the shareholder representatives elect the chairman   
                                                                     and the employee representatives elect the deputy chairman.    
- Powertel's certificate of incorporation provides that the                                                                         
  number of directors will not be fewer than three nor more than   - The maximum term of office for members of the Deutsche Telekom 
  15 directors. Powertel's board of directors currently consists     management board is limited to five years according to the     
  of eight members, each elected for a term of three years, and      German Stock Corporation Act. According to the Deutsche Telekom
  until his or her successor is elected and qualified or until       Articles of Association, the term of office for members of the 
  his or her earlier resignation, removal from office, death or      Deutsche Telekom supervisory board is limited to four fiscal   
  incapacity. Powertel's certificate of incorporation classifies     years, although the general shareholders meeting may determine 
  the board of directors into three classes. The term of office      that a shorter term of office applies to those members of the  
  of only one class of directors expires in each year.               Deutsche Telekom supervisory board elected by the shareholders.
                                                                     The German Stock Corporation Act and the Articles of           
                                                                     Association disregard the fiscal year in which the term of     
                                                                     office begins and extend the term until the shareholders       
                                                                     meeting in the year following the fourth fiscal year.          
                                                                     Accordingly, members of the Deutsche Telekom supervisory board 
                                                                     will usually have a term of approximately five years. Members  
                                                                     of both the Deutsche Telekom management board and the Deutsche 
                                                                     Telekom supervisory board may be re-elected for additional     
                                                                     terms, and there is no limit on the number of additional terms.

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                                                CLASSIFICATION OF THE BOARD                                               

- Delaware law permits the certificate of incorporation or a    - In accordance with the German Stock Corporation Act,    
  stockholder-adopted bylaw to provide that directors be          Deutsche Telekom has a two- tier board system consisting
  divided into one, two or three classes, with the term of        of the Deutsche Telekom management board (Vorstand) and 
  office of one class                                             the                                                     

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS                        
------------------------------------------------------------    ------------------------------------------------------------
                                                                                                                            
  of directors to expire each year.                               Deutsche Telekom supervisory board (Aufsichtsrat).        
  VoiceStream                                                                                                               
- Neither VoiceStream's certificate of incorporation nor its                                                                
  bylaws provide for the classification of the board of                                                                     
  directors.                                                                                                                
  Powertel                                                                                                                  
- Powertel's certificate of incorporation classifies the                                                                    
  board of directors into three classes, as nearly equal in                                                                 
  number as possible, such that at each annual meeting only                                                                 
  one class of directors' term will expire. If the number of                                                                
  directors is changed by resolution of the board of                                                                        
  directors, any increase or decrease will be apportioned                                                                   
  among the classes so as to maintain the number of                                                                         
  directors in each class as nearly equal as possible.                                                                      
                                                    REMOVAL OF DIRECTORS                                                    

- Delaware law provides that a director may be removed with     - The members of the Deutsche Telekom management board may  
  or without cause by the holders of a majority in voting         be removed prior to the expiration of their terms by the  
  power of the shares entitled to be voted at an election of      Deutsche Telekom supervisory board only for reasons       
  directors, except that:                                         amounting to good cause, such as gross breach of duty,    
                                                                  inability to duly fulfill their responsibilities or       
  -- members of a classified board of directors may be               revocation of confidence by the shareholder meeting.   
     removed only for cause, unless the certificate of                                                                      
     incorporation provides otherwise; and                      - Members of the Deutsche Telekom supervisory board elected 
                                                                  by the shareholders at the general meeting may be removed 
  -- directors may not be removed in certain situations in           upon the affirmative vote of a majority of the votes   
     the case of a corporation having cumulative voting.             cast at a shareholders meeting. A member of the        
                                                                     supervisory board elected by the employees may be      
  VoiceStream                                                        removed by a majority of the votes cast by at least 75%
                                                                  of the relevant class of employees. Any member of the     
- VoiceStream's bylaws state that if cumulative voting is         Deutsche Telekom supervisory board can be removed for good
  permitted and if less than the entire board of directors        cause, including gross breach of duty, by a court decision
  is to be removed, no director may be removed without cause      upon request of the Deutsche Telekom supervisory board. In
  if the votes cast against his or her removal would be           such case, Deutsche Telekom supervisory board's           
  sufficient to elect him or her if then cumulatively voted       determination to take such action requires a simple       
  at an election of the entire board of directors, or if          majority vote with the member affected having no voting   
  there are classes of directors, at an election of the           power.                                                    
  class of directors of which he or she is a part.                                                                          
  Powertel                                                                                                                  
- Powertel has a classified board of directors, and                                                                         
  directors may only be removed for cause. Powertel's bylaws                                                                
  do not contain provisions                                                                                                 

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS                           
------------------------------------------------------------  -----------------------------------------------------------------
                                                                                                                               
  dealing with the potential ramifications resulting from                                                                      
  the future adoption of cumulative voting.                                                                                    

                                                        [Enlarge/Download Table]
                                                                                                                                   
               VACANCIES ON THE BOARD OF DIRECTORS                                                                                 

- Under Delaware law, unless otherwise provided in the                                                                             
  certificate of incorporation or the bylaws:                                                                                      
  -- vacancies on a board of directors; and                                                                                        
  -- newly created directorships resulting from an                                                                                 
     increase in the number of directors                                                                                           
  may each be filled by a majority of the                                                                                          
  directors in office.                                                                                                             
  In the case of a classified board, directors elected to fill                                                                     
  vacancies or newly created directorships will hold office until                                                                  
  the next election of the class for which the directors have                                                                      
  been chosen.                                                                                                                     
  VoiceStream                                                                                                                      
- VoiceStream's bylaws provide that:                                                                                               
  -- vacancies resulting from death, removal or otherwise and                                                                      
     newly created directorships resulting from an increase in                                                                     
     the authorized number of directors may be filled by the                                                                       
     affirmative vote of a majority of the remaining directors in                                                                  
     office, even if less than a quorum, or by the sole remaining                                                                  
     director; and                                                                                                                 
  -- when a director resigns from the board and the resignation                                                                    
     is effective as of a future date, a majority of the                                                                           
     directors then in office, including the person who has                                                                        
     resigned, may fill the vacancy, the vote to take effect when                                                                  
     the resignation becomes effective.                                                                                            

  Powertel                                                                                                                         

- Powertel's certificate of incorporation provides that the board                                                                  
  of directors has the power to increase the number of directors.                                                                  
  The board of directors nominates candidates to stand for                                                                         
  election by the stockholders.                                                                                                    

- Powertel's certificate of incorporation provides that vacancies                                                                  
  on the board of directors, however occurring, whether by an                                                                      
  increase in the number of directors, death, resignations,                                                                        
  retirement, disqualification, removal from office or otherwise,                                                                  
  may be filled by the affirmative vote of a majority of the                                                                       
  remaining directors in office or a                                                                                               

                                                                                                                                   
               VACANCIES ON THE BOARD OF DIRECTORS                                VACANCIES ON THE BOARD OF DIRECTORS              
- Under Delaware law, unless otherwise provided in the             - In the case of vacancies on the Deutsche Telekom management   
  certificate of incorporation or the bylaws:                        board, the Deutsche Telekom supervisory board may fill the    
                                                                     vacancy by appointing a new member.                           
  -- vacancies on a board of directors; and                                                                                        
                                                                   - Vacancies on the Deutsche Telekom supervisory board may, in   
  -- newly created directorships resulting from an                   urgent cases, be filled for an interim period until the next  
     increase in the number of directors                             election by the shareholders or the employees, as the case may
                                                                     be, by the competent court upon a motion by the Deutsche      
  may each be filled by a majority of the                            Telekom management board, a member of the Deutsche Telekom    
  directors in office.                                               supervisory board, a shareholder or certain employee          
                                                                     representatives.                                              
  In the case of a classified board, directors elected to fill                                                                     
  vacancies or newly created directorships will hold office until                                                                  
  the next election of the class for which the directors have                                                                      
  been chosen.                                                                                                                     
  VoiceStream                                                                                                                      
- VoiceStream's bylaws provide that:                                                                                               
  -- vacancies resulting from death, removal or otherwise and                                                                      
     newly created directorships resulting from an increase in                                                                     
     the authorized number of directors may be filled by the                                                                       
     affirmative vote of a majority of the remaining directors in                                                                  
     office, even if less than a quorum, or by the sole remaining                                                                  
     director; and                                                                                                                 
  -- when a director resigns from the board and the resignation                                                                    
     is effective as of a future date, a majority of the                                                                           
     directors then in office, including the person who has                                                                        
     resigned, may fill the vacancy, the vote to take effect when                                                                  
     the resignation becomes effective.                                                                                            
  Powertel                                                                                                                         
- Powertel's certificate of incorporation provides that the board                                                                  
  of directors has the power to increase the number of directors.                                                                  
  The board of directors nominates candidates to stand for                                                                         
  election by the stockholders.                                                                                                    
- Powertel's certificate of incorporation provides that vacancies                                                                  
  on the board of directors, however occurring, whether by an                                                                      
  increase in the number of directors, death, resignations,                                                                        
  retirement, disqualification, removal from office or otherwise,                                                                  
  may be filled by the affirmative vote of a majority of the                                                                       
  remaining directors in office or a                                                                                               

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS                           
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  sole remaining director, even if less than a quorum.                                                                         

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               LIABILITY OF DIRECTORS AND OFFICERS                                                                                  

- Delaware law permits a corporation through its certificate of                                                                     
  incorporation to eliminate or limit the personal liability of a                                                                   
  director to the corporation and its stockholders for damages                                                                      
  arising from a breach of fiduciary duty as a director. However,                                                                   
  no provision can limit the liability of a director for:                                                                           
  -- any breach of his duty of loyalty to the corporation or its                                                                    
     stockholders;                                                                                                                  
  -- acts or omissions not in good faith or which involve                                                                           
     intentional misconduct or a knowing violation of law;                                                                          
  -- intentional or negligent payment of unlawful dividends or                                                                      
     stock purchases or redemptions; or                                                                                             
  -- any transaction from which he derives an improper personal                                                                     
  benefit.                                                                                                                          
  VoiceStream                                                                                                                       
- VoiceStream's certificate of incorporation provides that a                                                                        
  director of VoiceStream will not be personally liable to                                                                          
  VoiceStream or its stockholders for monetary damages for breach                                                                   
  of fiduciary duty as a director, except to the extent required                                                                    
  by Delaware law.                                                                                                                  
  Powertel                                                                                                                          
- Powertel's certificate of incorporation provides that a                                                                           
  director of Powertel will not be personally liable to Powertel                                                                    
  or its stockholders for monetary damages for breach of                                                                            
  fiduciary duty as a director, except to the extent required by                                                                    
  Delaware law.                                                                                                                     

                                                                                                                                    
               LIABILITY OF DIRECTORS AND OFFICERS                                LIABILITY OF DIRECTORS AND OFFICERS               
- Delaware law permits a corporation through its certificate of    - Under compulsory provisions of the German Stock Corporation    
  incorporation to eliminate or limit the personal liability of a    Act, a stock corporation is not allowed to limit or eliminate  
  director to the corporation and its stockholders for damages       the personal liability of the members of either the management 
  arising from a breach of fiduciary duty as a director. However,    board or the supervisory board for damages due to breach of    
  no provision can limit the liability of a director for:            duty in their official capacity. Deutsche Telekom may waive its
                                                                     claims for damages due to a breach of duty or reach a          
  -- any breach of his duty of loyalty to the corporation or its     settlement with regard to these claims if more than three years
     stockholders;                                                      have passed after these claims have arisen, but only with   
                                                                        the approval by the shareholder meeting. However, a waiver  
  -- acts or omissions not in good faith or which involve               may not be granted and a settlement may not be reached if   
     intentional misconduct or a knowing violation of law;              shareholders holding in the aggregate at least 10% of the   
                                                                        issued shares object to the resolution at the shareholders  
  -- intentional or negligent payment of unlawful dividends or          meeting as reflected in the minutes.                        
     stock purchases or redemptions; or                                                                                             
                                                                   - Members of the Deutsche Telekom management board who violate   
  -- any transaction from which he derives an improper personal      their duties to maintain the confidentiality of corporate      
  benefit.                                                           information may be held jointly and severally liable by the    
                                                                     corporation for any resulting damages, unless their actions    
  VoiceStream                                                        were validly approved by resolution at a shareholders meeting. 
                                                                     The members of the Deutsche Telekom supervisory board have     
- VoiceStream's certificate of incorporation provides that a         similar liabilities in respect of the corporation if they      
  director of VoiceStream will not be personally liable to           violate their duties to maintain the confidentiality of        
  VoiceStream or its stockholders for monetary damages for breach    corporate information.                                         
  of fiduciary duty as a director, except to the extent required                                                                    
  by Delaware law.                                                                                                                  
  Powertel                                                                                                                          
- Powertel's certificate of incorporation provides that a                                                                           
  director of Powertel will not be personally liable to Powertel                                                                    
  or its stockholders for monetary damages for breach of                                                                            
  fiduciary duty as a director, except to the extent required by                                                                    
  Delaware law.                                                                                                                     

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                                            INDEMNIFICATION OF DIRECTORS AND OFFICERS                                            

- Delaware law provides that a corporation may indemnify any    - Under German law, a corporation may indemnify its officers     
  officer or director who is made a party to any third party      (leitende Angestellte), and, under certain circumstances,      
  suit or proceeding on account of being a director, officer      German labor law requires a stock corporation to do so.        
  or employee of the corporation against expenses, including      However, a corporation may not, as a general matter, indemnify 
  attorneys' fees, judgments, fines and amounts paid in           members of the management board or the supervisory board. A    
  settlement reasonably incurred by him in connection with        German stock corporation may, however, purchase directors' and 
  the action, through, among other things, a majority vote        officers' insurance. The insurance may be subject to any       
  of a quorum consisting of directors who were not parties        mandatory restrictions imposed by German law. In addition,     
  to the suit or proceeding if the officer or director:           German law may permit a corporation to indemnify a member of   
                                                                     the management board or the supervisory board for attorneys'
  -- acted in good faith and in a manner he reasonably               fees incurred if such member is the successful party in a   
     believed to be in the best interests of the                     suit in a country, like the United States, where winning    
     corporation; and                                                parties are required to bear their own costs, if German law 
                                                                     would have required the losing party to pay the member's    
  -- in a criminal proceeding, had no reasonable cause to            attorneys' fees had the suit been brought in Germany.       
     believe his conduct was unlawful.                                                                                           
                                                                - Members of the Deutsche Telekom supervisory board and the      
  VoiceStream                                                     Deutsche Telekom management board and officers of Deutsche     
                                                                  Telekom will be covered by customary liability insurance,      
- VoiceStream's certificate of incorporation and bylaws              including insurance against liabilities under the Securities
  provide that:                                                      Act.                                                        
  -- VoiceStream will indemnify its current and former                                                                           
     directors, officers, employees and agents to the                                                                            
     fullest extent permitted by law;                                                                                            
  -- the indemnification will include the right to receive                                                                       
     advance payment of any expenses incurred in connection                                                                      
     with any proceeding in advance of final disposition of                                                                      
     the proceeding; and                                                                                                         

  -- advance payment of any expenses will be made only upon                                                                      
     delivery to VoiceStream of a written affirmation by the                                                                     
     person seeking indemnification of his or her good faith                                                                     
     belief that he or she has met the standard of conduct                                                                       
     required to be eligible for indemnification and an                                                                          
     undertaking to repay all amounts advanced if it is                                                                          
     ultimately determined that he or she did not meet the                                                                       
     required standard of conduct.                                                                                               

- VoiceStream is not liable to indemnify any person for                                                                          
  amounts paid in settlement of any                                                                                              

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS                           
------------------------------------------------------------  -----------------------------------------------------------------
                                                                                                                               
  proceeding if the settlement was made without                                                                                
  VoiceStream's written consent.                                                                                               

- VoiceStream's bylaws provide that VoiceStream must fully                                                                     
  pay claims for indemnification and advance payment of                                                                        
  expenses within 60 days and 20 days, respectively, of                                                                        
  receiving a written request for payment. If VoiceStream                                                                      
  has not done so, the person seeking indemnification or                                                                       
  advance payment of expenses may bring suit against                                                                           
  VoiceStream to recover the unpaid amounts of the claim. If                                                                   
  there is a judgment against VoiceStream in such a suit,                                                                      
  the indemnitee is also entitled to be paid his or her                                                                        
  expenses of prosecuting that claim, with such expenses to                                                                    
  be proportionately prorated if the indemnitee is only                                                                        
  partially successful.                                                                                                        

- VoiceStream maintains directors' and officers' insurance.                                                                    

  Powertel                                                                                                                     

- Powertel's certificate of incorporation provides that:                                                                       

  -- Powertel will indemnify its current and former                                                                            
     directors and officers and any person who is or was                                                                       
     serving at the request of Powertel as a director or                                                                       
     officer of another enterprise, to the fullest extent                                                                      
     permitted by law; and                                                                                                     
  -- The indemnification will include the right to receive                                                                     
     advance funds for indemnification as requested by the                                                                     
     director or officer being indemnified, as allowed by                                                                      
     law.                                                                                                                      

- Powertel maintains directors' and officers' insurance on                                                                     
  behalf of any person who is or was a director, officer,                                                                      
  employee or agent of the corporation or who, while a                                                                         
  director, officer, employee or agent of the corporation,                                                                     
  is or was serving at the request of the corporation as a                                                                     
  director, officer, partner, trustee, employee or agent of                                                                    
  another corporation, partnership, joint venture, trust,                                                                      
  employee benefit plan or other enterprise.                                                                                   

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                          SHAREHOLDERS                           
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                                                CONFLICT-OF-INTEREST TRANSACTIONS                                                

- Delaware law generally permits transactions involving a       - In any transaction or contract between Deutsche Telekom and any
  Delaware corporation and an interested director of that         member of the Deutsche Telekom management board, Deutsche      
  corporation if:                                                 Telekom is represented by the Deutsche Telekom supervisory     
                                                                     board.                                                      
  -- the material facts as to his relationship or interest                                                                       
     are disclosed and a majority of disinterested directors                                                                     
     consents;                                                                                                                   

  -- the material facts are disclosed as to his relationship                                                                     
     or interest and holders of a majority of shares                                                                             
     entitled to vote thereon consent; or                                                                                        

  -- the transaction is fair to the corporation at the time                                                                      
     it is authorized by the board of directors, a committee                                                                     
     of the board of directors or the stockholders.                                                                              

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                                                     LOANS TO DIRECTORS                                                     

- Under Delaware law, loans can generally be made to            - The German Stock Corporation Act requires that any loan   
  officers and directors upon approval by the board of            made by Deutsche Telekom to any member of the management  
  directors.                                                      board or general manager or to their spouses or minor     
                                                                  children that exceeds one month's salary of such member of
                                                                  the management board or general manager be authorized by a
                                                                  resolution of the Deutsche Telekom supervisory board.     
                                                                  Loans made by Deutsche Telekom to a member of the Deutsche
                                                                  Telekom supervisory board require an affirmative vote of  
                                                                  the Deutsche Telekom supervisory board. For purposes of   
                                                                  this resolution, the member of the Deutsche Telekom       
                                                                  supervisory board who would be the borrower is not        
                                                                  entitled to vote.                                         

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                                                     STOCKHOLDER SUITS                                                    

- An individual may commence a class action suit on behalf      - The German Stock Corporation Act does not provide for   
  of himself or herself and other similarly situated              class actions, and does not generally permit shareholder
  stockholders where the requirements for maintaining a           derivative suits, even in the case of breach of duty by 
  class action under Delaware law have been met.                  the members of the management board or the supervisory  
                                                                  board. The shareholders meeting, acting by a simple     
- Under Delaware law, a stockholder may initiate a                majority of the votes cast, or a minority of the        
  derivative action to enforce a right of a                       shareholders holding in the aggregate at least          

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                      SHAREHOLDERS                        
------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
  corporation if the corporation fails to enforce the right     10% of the issued shares, is entitled to request Deutsche 
  itself. To maintain a derivative action, a plaintiff must,    Telekom to claim damages, but is not entitled to assert   
  in the complaint:                                             any rights on behalf of Deutsche Telekom. Upon request,   
                                                                the corporation must prosecute the claim. If the request  
       -- state that the plaintiff was a stockholder at the             is not complied with, the court will appoint a    
          time of the transaction of which the plaintiff                special representative upon a motion of           
          complains or that the plaintiff's shares                      shareholders with either shares representing at   
          subsequently devolved on the plaintiff by                     least 10%, or under special circumstances 5%, of  
          operation of law; and                                         the issued shares or the notional par value amount
                                                                        of 1 million euros, or under special circumstances
       -- (1) allege with particularity the efforts made by                 500,000 euros. The special representative will
              the plaintiff to obtain the action the                        assert claims of Deutsche Telekom for         
              plaintiff desires from the directors; or                      compensation of damages. The general          
                                                                            shareholders meeting may appoint any          
          (2) state the reasons for the plaintiff's failure                 disinterested party as a special              
              to obtain the action or for not making the                    representative for these proceedings.         
              effort.                                                                                                     
                                                              - Shareholders exercising the minority right described above
- Additionally, the plaintiff must remain a stockholder         must establish that they have held their shares for at    
  through the duration of the derivative suit. The action       least three months prior to the general shareholders      
  may not be dismissed or settled without the approval of       meeting in which they make the request. The shareholder   
  the Delaware Court of Chancery.                               group must reimburse Deutsche Telekom for all costs of    
                                                                litigation if the proceedings are unsuccessful or only    
                                                                partially successful, but in the latter case only to the  
                                                                extent that those costs exceed any amounts awarded to     
                                                                Deutsche Telekom in these proceedings.                    
                                                              - Each shareholder who was present at a shareholders meeting
                                                                and has objected to the resolution as reflected in the    
                                                                minutes may within one month after adoption of the        
                                                                respective resolution of shareholders take action against 
                                                                the company to contest the resolution (Anfechtungsklage). 

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                                         PROVISIONS RELATING TO SHARE ACQUISITIONS                                     

- Section 203 of the Delaware General Corporation Law           - German law does not specifically regulate "business  
  prohibits "business combinations," including mergers,           combinations" with interested shareholders. However, 
  sales and leases of assets, issuances of securities and         certain general principles of German law may restrict
  similar transactions by a corporation or a subsidiary with      business combinations under various circumstances.   
  an "interested                                                                                                       

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  stockholder" who beneficially owns 15% or more of a                                                                     
  corporation's voting stock, within three years after the                                                                
  person or entity becomes an interested stockholder,                                                                     
  unless:                                                                                                                 
  -- the transaction that will cause the person to become an                                                              
     interested stockholder is approved by the board of                                                                   
     directors of the target prior to the transaction;                                                                    

  -- after completion of the transaction in which the person                                                              
     becomes an interested stockholder, the interested                                                                    
     stockholder holds at least 85% of the voting stock of                                                                
     the corporation not including:                                                                                       
      (1) shares held by officers and directors; and                                                                      
      (2) shares held by specified employee benefit plans;                                                                
          or                                                                                                              

  -- after the person becomes an interested stockholder, the                                                              
     business combination is approved by the board and                                                                    
     holders of at least 66 2/3% of the outstanding voting                                                                
     stock, excluding shares held by the interested                                                                       
     stockholder.                                                                                                         

  VoiceStream                                                                                                             

- As a result of the VoiceStream board of director's                                                                      
  unanimous approval and adoption of Deutsche Telekom's                                                                   
  initial investment in VoiceStream, the Deutsche Telekom/                                                                
  VoiceStream merger and the Deutsche Telekom/ VoiceStream                                                                
  merger agreement, Deutsche Telekom's initial investment in                                                              
  VoiceStream and the Deutsche Telekom/VoiceStream merger                                                                 
  are not subject to the limitations set forth in Section                                                                 
  203, and Deutsche Telekom is deemed not to be an                                                                        
  interested stockholder for purposes of Section 203.                                                                     

  Powertel                                                                                                                

- As a result of the Powertel board's unanimous approval and                                                              
  adoption of the Deutsche Telekom/ Powertel merger and the                                                               
  Deutsche Telekom/ Powertel merger agreement and the                                                                     
  VoiceStream/Powertel merger and the VoiceStream/Powertel                                                                
  merger agreement, these mergers are not subject to the                                                                  
  limitation set forth in Section 203, and neither Deutsche                                                               
  Telekom nor VoiceStream is deemed to be an interested                                                                   
  stockholder for purposes of Section 203.                                                                                

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                                                TAKEOVER RELATED PROVISIONS                                                 

- Under Delaware law, directors generally have a duty to act    - No statutory law or case law exists with respect to the   
  without self-interest, on a well-informed basis and in a        standard of conduct applicable to the members of the      
  manner they reasonably believe to be in the best interests      management board and of the supervisory board of a German 
  of the stockholders. Nevertheless, a Delaware court will        stock corporation (Aktiengesellschaft) in the context of a
  generally apply a policy of judicial deference to a board       threatened change in control. The voluntary German        
  of directors' decisions to adopt anti-takeover measures in      Takeover Guidelines provide that the management board of  
  the face of a potential takeover where the directors are        the target company may not take any measures that would   
  able to show that:                                              impede the shareholders from taking advantage of the      
                                                                  tender offer. This recommendation is based on the         
  -- they had reasonable grounds for believing that there            principle that the target company's management board   
     was a danger to corporate policy and effectiveness from         has a duty to the shareholders to remain neutral.      
     an acquisition proposal; and                                    However, the Local Court of Dusseldorf (Landgericht    
                                                                     Dusseldorf) held that it may be permissible for a      
  -- the board action taken was reasonable in relation to            management board to advertise statements reflecting the
     the threat posed.                                               company's own business concept and its strategy in the 
                                                                     mass media.                                            
                                                                - The same principles apply under the tentative draft of a  
                                                                  German Takeover Act which is expected to enter into force 
                                                                  in 2001. However, the draft Takeover Act expressly        
                                                                  permits, among other things:                              
                                                                -- solicitation for alternative transactions;               
                                                                -- other defense measures authorized by the shareholders    
                                                                   meeting by a majority of the votes cast, if the          
                                                                   resolution is adopted after publication of the offer; and
                                                                -- the issuance of new shares granting preemptive rights to 
                                                                   shareholders, if the underlying resolution by the        
                                                                   shareholders meeting was adopted during the last 18      
                                                                   months prior to the publication of the offer.            

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                                                  DISCLOSURE OF INTERESTS                                                   

- Acquirors of VoiceStream and Powertel common shares are       - Holders of Deutsche Telekom ADSs are required to comply   
  subject to disclosure requirements under Section 13(d)(1)       with specified U.S. securities law requirements,          
  of the Exchange Act and Rule 13d-1 thereunder, which            including, subject to certain exceptions, filing Schedules
  provide, subject to certain exceptions, that any person         13D with respect to their beneficial ownership of the     
  who                                                             underlying                                                

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------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
  becomes the beneficial owner of more than 5% of the           Deutsche Telekom ordinary shares if they beneficially own 
  outstanding VoiceStream or Powertel common shares must,       more than 5% of the Deutsche Telekom ordinary shares      
  within ten days after such acquisition:                       outstanding. Under the German Securities Trading Act      
                                                                (Wertpapierhandelsgesetz), anyone whose direct or indirect
  -- file a Schedule 13D with the SEC disclosing specified         voting interest reaches, exceeds or, after reaching,   
     information; and                                              falls below 5%, 10%, 25%, 50% or 75% of the voting     
                                                                   rights in Deutsche Telekom must, within no more than   
  -- send a copy of the Schedule 13D to VoiceStream or             seven calendar days, inform Deutsche Telekom and the   
     Powertel, as the case may be.                                 Federal Supervisory Authority for Securities Trading   
                                                                (Bundesaufsichtsamt fur den Wertpapierhandel) in writing: 
- Each of VoiceStream and Powertel is required by the rules                                                               
  of the SEC to disclose in the proxy statement relating to   -- that he has reached, exceeded or fallen below one of     
  their respective annual meetings of stockholders the           these thresholds; and                                    
   identity and number of VoiceStream or Powertel common                                                                  
   shares, as the case may be, beneficially owned by:         -- of the extent of his voting rights.                      
  -- each of its directors;                                   Failure to notify Deutsche Telekom or the Federal           
                                                                Supervisory Authority will, for so long as such failure   
  -- its chief executive officer;                               continues, disqualify the shareholder from exercising the 
                                                                rights attached to his shares, including voting rights    
  -- each of its four most highly compensated executive            and, if the shareholder is acting intentionally, the   
     officers other than its chief executive officer;              right to receive dividends.                            
                                                                   In addition, a penalty may be imposed on the           
  -- all of its directors and executive officers as a group;       shareholder as provided for by law.                    
     and                                                                                                                  
  -- any beneficial owner of 5% or more of the VoiceStream                                                                
     common shares or Powertel common shares of whom it is                                                                
     aware.                                                                                                               

                                                        [Enlarge/Download Table]
                                                                                                                           
                    LIMITATION ON ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. FEDERAL SECURITIES LAWS                   

                               Ability to Bring Suits, Enforce Judgments and Enforce U.S. Law                              

- Each of VoiceStream and Powertel is a U.S. company            - Deutsche Telekom is a German company located in Germany. 
  incorporated under the laws of Delaware and has                 All of the members of its management board and executive 
  substantial assets located in the United States. As a           officers are non-residents of the United States. In      
  result, investors generally can initiate lawsuits in the        addition, although Deutsche Telekom will have substantial
  United States against each of VoiceStream and Powertel and      assets in the United States if the Deutsche              
  its directors and officers and can enforce lawsuits based       Telekom/VoiceStream merger and the Deutsche              
  on U.S. federal securities laws in U.S. courts                  Telekom/Powertel merger are completed, the majority of   
                                                                  Deutsche Telekom's assets and a large portion of the     
                                                                  assets of Deutsche Telekom's directors and officers will 
                                                                  be located outside of the United States.                 

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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                      SHAREHOLDERS                        
------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
                                                              - As a result, U.S. investors may find it difficult in a    
                                                                lawsuit based on the civil liability provisions of the    
                                                                U.S. federal securities laws;                             
                                                                -- to effect service within the United States upon        
                                                                   Deutsche Telekom and the members of its management     
                                                                   board and officers of Deutsche Telekom located outside 
                                                                   the United States;                                     
                                                              -- to enforce in U.S. courts or outside the United States,  
                                                                 judgments obtained against those persons in U.S. courts; 
                                                              -- to enforce in U.S. courts judgments obtained against     
                                                                 those persons in courts in jurisdictions outside the     
                                                                 United States; and                                       
                                                              -- to enforce against those persons in Germany, whether in  
                                                                 original actions or in actions for the enforcement of    
                                                                 judgments of U.S. courts, civil liabilities based solely 
                                                                 upon the U.S. federal securities laws.                   

                                                        [Enlarge/Download Table]
                                                                                                                            
                                                    Short Swing Profits                                                     

- Directors and officers of each of VoiceStream and Powertel    - Directors and officers of Deutsche Telekom and beneficial 
  and beneficial owners of 10% or more of the VoiceStream         owners of 10% or more of Deutsche Telekom ordinary shares 
  common shares and Powertel common shares are governed by        are not subject to the Exchange Act's "short swing" profit
  rules under the Exchange Act that may require directors         rules as long as Deutsche Telekom remains a foreign       
  and officers and such beneficial owners to forfeit to each      private issuer under the Exchange Act. Members of the     
  of VoiceStream and Powertel, as the case may be, any            Deutsche Telekom management board and Deutsche Telekom    
  "short swing" profits realized from purchases and sales of      supervisory board, as well as other officers and employees
  VoiceStream or Powertel equity securities within a six          of Deutsche Telekom who are aware of non-public           
  month period, as determined under the Exchange Act and the      information related to Deutsche Telekom, are prohibited   
  rules thereunder.                                               from insider dealing under the German Securities Trading  
                                                                  Act.                                                      

                                                        [Enlarge/Download Table]
                                                                                                                         
                                                PROXY STATEMENTS AND REPORTS                                             

                                            Notices and Reports to Stockholders                                          

- Under the Exchange Act proxy rules, each of VoiceStream       - As a foreign private issuer, Deutsche Telekom is exempt
  and Powertel must comply with notice and disclosure             from the proxy rules under the Exchange Act.           
  requirements relating to the solicitation of proxies for                                                               
  stockholder meetings.                                         - However, Deutsche Telekom must comply with notice,     
                                                                  publication and information requirements               

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             PROVISIONS CURRENTLY APPLICABLE TO                        PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM          
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                      SHAREHOLDERS                        
------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
                                                                relating to general shareholders meetings under German    
                                                                law. Announcements concerning shareholders meetings, the  
                                                                payment of dividends, the issuance of new shares, the     
                                                                exercise of exchange, conversion and preemptive rights and
                                                                any other rights vested in the shares must be published in
                                                                the German language in at least one newspaper with        
                                                                national circulation (Borsenpflichtblatt), and Deutsche   
                                                                Telekom must submit a copy thereof to the Frankfurt Stock 
                                                                Exchange. See also "-- Reporting Requirements" and        
                                                                "Description of Deutsche Telekom American Depositary      
                                                                Shares."                                                  

                                                        [Enlarge/Download Table]
                                                                                                                            
                                                   REPORTING REQUIREMENTS                                                   

- As U.S. public companies, VoiceStream and Powertel must       - As a foreign private issuer with securities quoted on the 
  file with the SEC, among other reports and notices:             NYSE and registered under Section 12 of the Exchange Act, 
                                                                  Deutsche Telekom will be required to publicly file with   
  -- an annual report on Form 10-K within 90 days after the       the SEC Annual Reports on Form 20-F within six months     
     end of each fiscal year;                                     after the end of each fiscal year and to furnish to the   
                                                                     SEC in reports on Form 6-K, material information that  
  -- a quarterly report on Form 10-Q within 45 days after            it makes public in Germany.                            
     the end of each fiscal quarter; and                                                                                    
                                                                - Under the German Securities Act (Borsengesetz and         
  -- current reports on Form 8-K upon the occurrence of           Borsenzulassungsverordnung), if Deutsche Telekom makes an 
     important corporate events.                                     announcement or publication in the United States, which
                                                                     may be relevant to the Deutsche Telekom ordinary       
                                                                     shares, Deutsche Telekom must make at least equivalent 
                                                                     announcements and publications in the German language  
                                                                     in at least one newspaper with national circulation. If
                                                                     the information to be provided is extensive, the       
                                                                     admission office of the Frankfurt Stock Exchange may   
                                                                     require that such information be made available at the 
                                                                     German paying agent, and that an announcement in that  
                                                                     respect is published. A copy of such publication has to
                                                                     be submitted to the admission office of the Frankfurt  
                                                                     Stock Exchange.                                        
                                                                - Deutsche Telekom must also publish the annual accounts,   
                                                                  which is the balance sheet, profit and loss accounts and  
                                                                  notes thereto, consolidated and unconsolidated, promptly  
                                                                  after they have been finally determined. In addition,     
                                                                  interim reports for the first six months of Deutsche      
                                                                  Telekom's financial year must be published within two     
                                                                  months after the first six months have expired.           
                                                                  Publication must be made in at least one                  

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             PROVISIONS CURRENTLY APPLICABLE TO                        PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM          
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                      SHAREHOLDERS                        
------------------------------------------------------------  ------------------------------------------------------------
                                                                                                                          
                                                                newspaper with national circulation or the German Federal 
                                                                Gazette, unless submitted to the German paying agent. The 
                                                                interim report must represent a true and fair view of the 
                                                                financial position and the general course of business of  
                                                                Deutsche Telekom. See also "-- Proxy Statements and       
                                                                Reports."                                                 
                                                              - Under the German Securities Trading Act, Deutsche Telekom 
                                                                must publish any and all information which is not publicly
                                                                known if it has a potentially significant effect on the   
                                                                price of the Deutsche Telekom ordinary shares. The facts  
                                                                must be published in at least one newspaper with national 
                                                                circulation or an electronic information system widely    
                                                                used by banks and brokers.                                

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DEUTSCHE TELEKOM FOLLOWING THE DEUTSCHE TELEKOM/
VOICESTREAM MERGER AND THE DEUTSCHE TELEKOM/POWERTEL MERGER 

BUSINESS AND OPERATIONS                                                         

  As a result of the completion of the Deutsche Telekom/VoiceStream merger
and the Deutsche Telekom/Powertel merger, each of VoiceStream and Powertel will 
become wholly-owned subsidiaries of Deutsche Telekom. It is currently           
anticipated that after the completion, Deutsche Telekom will transfer           
VoiceStream and Powertel, directly or indirectly, to its wholly-owned           
subsidiary, T-Mobile International AG, which is currently the holding company   
for a substantial portion of Deutsche Telekom's European mobile                 
telecommunications operations, including the following:                         

- T-Mobile, Germany's second largest provider of mobile     
         telecommunications services, measured by number of subscribers at
December 31, 2000,                                      

         - One 2 One, the fourth largest provider of mobile telecommunications
            services in the United Kingdom, measured by number of subscribers at
        December 31, 2000, which was acquired by Deutsche Telekom in the
fall of 1999, and                                       

  - max.mobil Telekommunikation Service GmbH, the second largest
         Austrian mobile telecommunications company, measured by number of
     subscribers at December 31, 2000, which became a wholly-owned
subsidiary of Deutsche Telekom in April 2000.           

In accordance with the Deutsche Telekom/VoiceStream merger agreement, 
following the completion of the Deutsche Telekom/VoiceStream merger, Deutsche   
Telekom has agreed to recommend the nomination of one VoiceStream nominee to be 
appointed to each of the T-Mobile International management board, supervisory   
board and executive committee, and has agreed to recommend that one current     
member of the Deutsche Telekom supervisory board be replaced by a person        
nominated by VoiceStream. It is currently contemplated that John W. Stanton,    
Chief Executive Officer of VoiceStream, would be the nominee appointed to the   
T-Mobile International management board and would be responsible for T-Mobile's 
North American operations. It is expected that VoiceStream's headquarters in    
Bellevue, Washington would become the base of operations for Deutsche Telekom's 
mobile services in the United States.                                           

    Following the mergers, Deutsche Telekom's strategic focus will continue to
be on growth in four key areas: mobile telecommunications, data/Internet        
Protocol/systems, consumer Internet services and access. Deutsche Telekom has   
pursued growth in these areas aggressively, primarily through internal growth   
and acquisitions. In this regard, Deutsche Telekom's primary emphasis will      
continue to be on Europe and the United States, but Deutsche Telekom may pursue 
opportunities worldwide. Deutsche Telekom remains intent on expanding its       
presence internationally. As one of the world's largest telecommunications      
companies, Deutsche Telekom believes that its advanced network and strategic    
focus position it well to take advantage of the technological convergence of    
telecommunications and information services.                                    

With respect to mobile telecommunications operations, following the   
mergers, Deutsche Telekom will continue to provide voice and data mobile        
telecommunications services in the United States through the operations of its  
subsidiaries, VoiceStream and Powertel, in their respective geographic regions  
under the VoiceStream brand name. Going forward, Deutsche Telekom will be       
seeking to expand the availability, quality and functionality of voice and data 
services offered to its customers in the United States. Deutsche Telekom expects
that, after the mergers are completed, it will continue to make substantial     
capital expenditures in connection with the acquisition of additional mobile    
licenses, particularly in the United States, the capital requirements related to
its network buildout and marketing and distribution efforts in the United States
and Europe, as well as the roll-out of third generation mobile voice and data   
services.                                                                       

 In its more mature European mobile telecommunications markets, Deutsche
Telekom's penetration levels may be approaching the point where future revenue  
growth will be driven less by subscriber additions and more by attracting       
existing subscribers to new applications, some of which are still under         
development.                                                                    
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   Deutsche Telekom expects to recognize substantial additional depreciation
and amortization expense as a result of the allocation of the purchase price of 
the Deutsche Telekom/VoiceStream merger and the Deutsche Telekom/Powertel merger
to tangible and intangible assets. Goodwill resulting from the mergers is       
expected to be amortized over 20 years and certain other tangible and intangible
assets are expected to be amortized over useful lives ranging from three to 20  
years. In addition, VoiceStream and Powertel have incurred substantial operating
losses and generated negative cash flow from operating activities and expect to 
incur significant operating losses and to generate negative cash flow during the
next several years while they continue to develop and construct their systems   
and grow their subscriber base. The increased depreciation and amortization     
expense associated with the Deutsche Telekom/VoiceStream merger and the Deutsche
Telekom/Powertel merger and the increased capital expenditures to be incurred to
continue to build out the VoiceStream and Powertel mobile networks in the United
States may have a significant adverse effect on Deutsche Telekom's financial    
results. In addition, after the completion of the mergers, we may elect, or be  
required, to refinance or renegotiate all or a portion of the VoiceStream and   
Powertel long-term debt and in doing so, Deutsche Telekom may incur additional  
costs. On a pro forma basis, the combined statement of operations for Deutsche  
Telekom, VoiceStream and Powertel for the year ended December 31, 1999 and for  
the nine months ended September 30, 2000 reflects a net loss of euro 3,109.3    
million and net income of euro 4,606.6 million, respectively, in accordance with
German GAAP and a net loss of euro 3,516.9 million and net income of euro       
5,493.7 million, respectively, in accordance with US GAAP, as compared to       
Deutsche Telekom's net income for such periods of euro 1,253.0 million and euro 
8,445.0 million, respectively, in accordance with German GAAP and euro 1,513.0  
million and euro 9,812.0 million, respectively, in accordance with US GAAP. See 
"Deutsche Telekom Unaudited Pro Forma Condensed Combined Financial Statements." 

MANAGEMENT BOARD AND SUPERVISORY BOARD                                          

General                                                                     

 As required by the German Stock Corporation Act, Deutsche Telekom has a
two-tier board system consisting of a management board and a supervisory board. 
The management board is responsible for managing Deutsche Telekom and           
representing Deutsche Telekom in its dealings with third parties, while the     
supervisory board appoints and removes the members of the management board and  
oversees the management of Deutsche Telekom. The official auditor is engaged by 
the supervisory board. See "Comparison of Rights of VoiceStream and Powertel    
Stockholders and Deutsche Telekom Shareholders -- Classification of the Board." 

Management Board of Deutsche Telekom                                        

 Pursuant to Deutsche Telekom's Articles of Association, the supervisory
board determines the size of the management board, subject to the requirement   
that the management board must have at least two members. The supervisory board 
may appoint a chairman of the management board as well as a deputy chairman.    

    The members of the management board are appointed by the supervisory board
for a term of up to five years and they may be re-appointed or have their term  
extended for one or more terms of up to five years. Under certain circumstances,
such as a material breach of duty or a bona fide vote of no confidence by the   
shareholders, a member of the management board may be removed by the supervisory
board prior to the expiration of the five-year term. A member of the management 
board may not deal with, or vote on, matters relating to proposals, arrangements
or contracts between himself and Deutsche Telekom.                              

The management board takes action by simple majority unless otherwise 
provided by law. In the event of a deadlock, the management board member in     
whose area of responsibility the resolution falls has a deciding vote.          

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Members of the Management Board of Deutsche Telekom                         

The name, age, current position and business experience of the current
members of the management board are set forth below. The members of the         
management board may be reached at Deutsche Telekom's registered address.       

   Dr. Ron Sommer, age 51, was appointed chairman of the management board in
May 1995. As such, he is responsible for Group Strategy, Communication, Auditing
and Organization, Government Relations, Competition Policy, Regulatory Affairs  
and top Management. He received a doctorate in mathematics and began his career 
with the Nixdorf group, first in New York and then in Paderborn and Paris. In   
1980, he became managing director of Sony Deutschland and in 1986 become        
chairman of the management board of Sony Deutschland. In 1990, Dr. Sommer became
president and chief operating officer of Sony USA, and in 1993, he took over the
management of Sony Europe in the same capacity.                                 

    Josef Brauner, age 50, became head of the Sales and Customer Care Division
of Deutsche Telekom in October 1998. He joined Deutsche Telekom in June 1997 as 
head of the Main Department for Sales. He started his sales career with Avery as
the U.S. company's branch manager for Germany, Austria and Switzerland.         
Mr.Brauner next joined Sony Deutschland, where he was appointed head of sales in
the investment goods division and afterwards became head of that division. In   
1988, Mr. Brauner became a member of the management board of Sony Deutschland,  
and in 1993 was appointed chairman of that board.                               

     Detlev Buchal, age 55, was appointed head of the Product Marketing Division
in October 1998, having previously acted as head of the Sales and Distribution  
Division (Business and Residential Customers). After holding various management 
positions in the banking industry, he joined the management board of the GZS    
Gesellschaft fur Zahlungssysteme GmbH of the German Eurocardund                 
eurocheque-Zentrale. In 1992, he became chairman of that board, primarily       
responsible for strategic planning, marketing and sales. He has been a member of
Deutsche Telekom's management board since February 1996.                        

Dr. Karl-Gerhard Eick, age 46, was appointed head of Finance and      
Controlling Division in January 2000. After studying business administration and
earning a doctorate, Dr. Eick worked in various positions for BMW AG between    
1982 and 1988. From 1989 to 1991 he acted as head of Controlling at WMF AG in   
Geislingen. In 1991, he became head of the Controlling, Planning and IT Division
for the Carl Zeiss Group. From 1993 to 1999, he held top management positions   
with the Haniel Group, where he was responsible for the Controlling, Business   
Administration and IT Division of the strategic management holding company of   
Franz Haniel & Cie. GmbH. He has been a member of Deutsche Telekom's management 
board since January 2000.                                                       

Jeffrey A. Hedberg, age 39, has been the head of Deutsche Telekom's   
International Division since January 1999. Mr. Hedberg, who is a U.S. citizen,  
joined the TVM/Matuschka group in Munich in 1985, where he was primarily        
involved in analyzing venture capital projects for companies with international 
operations. From 1990 to 1992, he worked in the international division of US    
West, and then as an associate at Coopers & Lybrand in the international        
projects of globally active telecommunications group. In 1994, Mr. Hedberg      
joined Swisscom, where he was in charge of international investments as         
Executive Vice President and member of the company's senior management. He has  
been a member of Deutsche Telekom's management board since 1999.                

Dr. Hagen Hultzsch, age 60, was appointed head of Deutsche Telekom's  
Technology and Services Division in July 1993. Dr. Hultzsch received a doctorate
in physics and was Assistant Professor in Mainz before in 1977 becoming head of 
the Computer Center of the Gesellschaft fur Schwerionen Forschung (GSI, Center  
for Heavy Ion Research) in Darmstadt. In 1985, he became director of the        
Technical Services Group Germany at Electronic Data Systems. In 1988, Dr.       
Hultzsch joined Volkswagen AG as the corporate executive director responsible   
for Organization and Information Systems. From July 1993 until 1994, he was a   
member of the management board of Deutsche Bundespost TELEKOM, and he has been a
member of Deutsche Telekom's management board since January 1995.               

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 Dr. Heinz Klinkhammer, age 54, was appointed head of Deutsche Telekom's
Personnel and Legal Affairs Division in 1996. Dr. Klinkhammer received a        
doctorate in law and began his career at the Institute for German and European  
Labor, Social and Business Law before becoming a Labor Court judge. From 1979 to
1990, he worked at the Ministry of Labor, Health and Social Affairs of the state
of North-Rhine/Westphalia. In 1991, he became Labor Director at Huttenwerke     
Krupp Mannesmann GmbH and, in 1992, board member of Mannesmannrohren-Werke AG.  
He has been a member of Deutsche Telekom's management board since April 1996.   

     Gerd Tenzer, age 57, was appointed head of the Networks Division in January
1990 and is now also responsible for Purchasing, Environmental Protection,      
Carrier Services and Broadcasting and Broadband Cable. From 1990 to 1994, he was
a member of the management board of Deutsche Bundespost TELEKOM, and has been a 
member of Deutsche Telekom's management board since January 1995. As a          
communications engineer, he worked in the telecommunications research department
at AEG-Telefunken from 1968 to 1970. In 1970, he joined what was then the       
Deutsche Bundespost. In 1975, Mr. Tenzer moved to the Federal Ministry of Posts 
and Telecommunications, where he became head of the Telecommunications Policy   
Section in 1980.                                                                

Management Board Compensation and Share Ownership                           

    The remuneration of the management board of Deutsche Telekom in respect of
financial year 2000 amounted to 8,970,291.16 euros. A portion of the total      
compensation of the management board is paid pursuant to a bonus arrangement    
consisting of a guaranteed portion and a variable portion. The variable portion 
is dependent upon a number of criteria, including the attainment of certain     
financial performance objectives and the achievement of certain individual      
performance objectives. For the year ended December 31, 2000, 30.02% of the     
total remuneration was paid pursuant to this bonus arrangement. The members of  
the management board of Deutsche Telekom further received additional bonus      
payments during fiscal year 2000 in the aggregate amount of 2,692,974 euros. In 
addition, a proposal to establish a stock option program for the members of the 
management board and key employees was approved at the shareholders' meeting on 
May 25, 2000. For further information on this program, see "Description of      
Deutsche Telekom Ordinary Shares -- Share Capital -- Conditional Capital."      

    Pension accruals totaling 21,777,792.03 euros have been established in the
books of Deutsche Telekom for the members of the management board as of December
31, 2000. Obligations for such persons for which no reserve has been established
amounted to 3,285,382.67 euros as of December 31, 2000. Payments to former      
members for the management board of Deutsche Telekom or their surviving family  
members amounted to 977,271.32 euros in 2000.                                   

The members of Deutsche Telekom's management board owned a total of   
approximately 4,200 Deutsche Telekom shares as of March 31, 2000.               

Supervisory Board of Deutsche Telekom                                       

 In accordance with the German Stock Corporation Act (Aktiengesetz), the
supervisory board of Deutsche Telekom consists of twenty members, ten of whom   
represent the shareholders and ten of whom represent the employees. Members of  
the supervisory board may be elected for a term of up to approximately five     
years. The supervisory board members representing the shareholders are elected  
at the General Meeting of the shareholders. Most of the current supervisory     
board members representing employees were elected on October 2, 1997 by the     
employees in accordance with the provisions of the Co-Determination Act of 1976 
(Mitbestimmungsgesetz). In this election procedure, employees elect ten         
representatives made up of workers, regular employees, senior management        
employees and three union representatives. Under the law that governed the      
conversion of Deutsche Telekom to a stock corporation, civil servants, who are  
not covered by the Co-Determination Act, are included in these groups according 
to their occupations for purposes of these elections.                           

The supervisory board must meet at least twice in each half year. To  
achieve a quorum, at least ten of the members of the supervisory board must be  
present or cast their votes in writing. Except in situations                    
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in which a different majority is required by law, the supervisory board takes   
decisions by simple majority of the votes cast. If, in the event of a deadlock, 
a second vote again results in a tie, the chairman of the supervisory board can 
cast a deciding vote.                                                           

   The supervisory board has formed several committees including a mediation
committee, a personnel committee for extraordinary matters and a presiding      
committee. All committees have an equal number of shareholder representatives   
and employee representatives. The chairman of the supervisory board is the      
chairman of the mediation committee and the presiding committee where he has the
deciding vote in case of a tie. In the other committees, the chairman does not  
have the deciding vote in case of a tie. The chairman of the personnel committee
is a representative of the employees.                                           

    The first election of shareholder representatives to the supervisory board
took place at the shareholders' meeting in July 1996. Since then, further       
elections have taken place to fill vacancies of the supervisory board. The terms
of office of the shareholder representatives will expire at the end of the      
shareholders' meeting at which the shareholders discharge the supervisory board 
members in respect of the financial year 2000, which is expected to occur in    
2001. The terms of office of the employee representatives on the supervisory    
board expire in 2002 upon the election of new employee representatives in       
accordance with the Co-Determination Act.                                       

Members of the Supervisory Board of Deutsche Telekom                        

   The current members of Deutsche Telekom's supervisory board, the years of
their appointment and their principal occupations are as follows:               

                                                        [Enlarge/Download Table]

NAME                         MEMBER SINCE               PRINCIPAL OCCUPATION              
----                         ------------               --------------------              
                                                                                          
Dr. Hans-Dietrich Winkhaus       1999      chairman, chairman of the management board of  
                                           Henkel KGaA                                    
Rudiger Schulze                  1999      vice-chairman, Member of the Central Executive 
                                           Committee of the German Postal Union           
Gert Becker                      1995      former chairman of the management board of     
                                           Degussa AG                                     
Josef Falbisoner                 1997      chairman of Deutsche Postgewerkschaft trade    
                                           union, Bavarian District                       
Dr. Hubertus von Grunberg        2000      chairman of the supervisory board of           
                                           Continental AG                                 
Dr. sc. techn. Dieter Hundt      1995      managing shareholder of Allgaier Werke GmbH &  
                                           Co. KG; president of the National Union of     
                                           German Employers Associations                  
Rainer Koch                      2000      chairman of the Works Council of DeTeImmobilien
Dr. h.c. Andre Leysen            1995      chairman of the supervisory board of GEVAERT   
                                           N.V.                                           
Waltraud Litzenberger            1999      chairwoman of the Works Council of NL Bad      
                                           Kreuznach                                      
Michael Loffler                  1995      chairman of the Works Council at Leipzig Branch
                                           Office 1, Deutsche Telekom AG                  
Hans-W. Reich                    1999      speaker of the management board, Kreditanstalt 
                                           fur Wiederaufbau                               
Rainer Roll                      1998      vice-chairman of the Central Works Council at  
                                           Deutsche Telekom                               
Wolfgang Schmitt                 1997      head of Freiburg i.B. Regional Directorate,    
                                           Deutsche Telekom                               

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NAME                              MEMBER SINCE               PRINCIPAL OCCUPATION              
----                              ------------               --------------------              
                                                                                               
Prof. Dr. Helmut Sihler               1996      chairman, Member of the Shareholders' Committee
                                                of Henkel KGaA                                 
Michael Sommer                        2000      vice-chairman of the Deutsche Post Gewerkschaft
Ursula Steinke                        1995      chairwoman of the Works Council at DeTeCSM     
                                                Northern District Service and Computer Center  
Prof. Dr. h.c. Dieter Stolte          1995      director general of the Zweites Deutsches      
                                                Fernsehen (ZDF) broadcasting organization      
Bernhard Walter                       1999      former chairman of the management board of     
                                                Dresdner Bank                                  
Wilhelm Wegner                        1996      chairman of the Central Works Council at       
                                                Deutsche Telekom                               
Prof. Dr. Heribert Zitzelsberger      1999      state secretary in BMF, the Federal Finance    
                                                Ministry (Bundesministerium der Finanzen)      

    In the Deutsche Telekom/VoiceStream merger agreement, Deutsche Telekom has
agreed to use reasonable efforts after the closing to recommend to the          
shareholders and organizational bodies of Deutsche Telekom to include a person  
nominated by VoiceStream in consultation with Deutsche Telekom who is reasonably
acceptable to Deutsche Telekom as a member of the Deutsche Telekom supervisory  
board in replacement for one of the current members of the Deutsche Telekom     
supervisory board.                                                              

Supervisory Board Compensation and Share Ownership                          

    The Articles of Association as amended by a shareholders resolution on May
25, 2000 provide for an annual compensation at 50,000 euros for the chairman,   
37,500 euros for the deputy chairman and 25,000 euros for each remaining member 
of the supervisory board. In addition, members of the supervisory board are     
entitled to reimbursement of actual out-of-pocket expenses and to receive an    
attendance fee amounting to 200 euros for each meeting of the supervisory board 
or its committees. The value-added tax payable on this compensation will be     
borne by Deutsche Telekom. These compensation rules apply for the first time for
the 1999 financial year. In 2000, remuneration was paid to members of the       
supervisory board of Deutsche Telekom for 2000 in the amount of 546,498.00 euros
inclusive of meeting expenses of 34,000.00 euros.                               

   The members of the supervisory board owned a total of approximately 2,700
Deutsche Telekom shares as of December 31, 2000.                                

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VOICESTREAM FOLLOWING THE VOICESTREAM/POWERTEL MERGER 

BUSINESS AND OPERATIONS                                                         

   After the VoiceStream/Powertel merger, VoiceStream will continue to offer
the services currently offered by VoiceStream and Powertel, which include       
advanced data capabilities, voice and text messaging, privacy and security using
smart card technology, caller identification and global roaming. VoiceStream    
will continue to employ the GSM digital standard for its PCS systems. The       
acquisition by VoiceStream of Powertel, which operates a GSM-based network in 12
southeastern states where VoiceStream generally does not operate, fills the most
significant gap in VoiceStream's U.S. coverage, and will give the combined      
company a more complete nationwide coverage. Together with Powertel and its     
affiliates, VoiceStream will have licenses to serve 23 of the 25 largest markets
in the United States and will have approximately 250 million licensed POPs.     
Powertel's current network coverage enables access to approximately 25 million  
potential customers.                                                            

   Following the VoiceStream/Powertel merger, VoiceStream's strategy will be
to efficiently consolidate the operations and marketing of VoiceStream and      
Powertel under the VoiceStream brand name, and to:                              

     - Penetrate the rapidly growing, broad consumer market segment. VoiceStream
    will seek to penetrate the consumer segment of the market by providing
premier value in wireless services with more minutes, features and
  services at attractive price points, and marketing such features and
     services under its "Get More From Life" message. This marketing message
is delivered by a celebrity spokesperson, Jamie Lee Curtis.       

    - Increase Sales.  VoiceStream's services and products will continue to be
   sold through an extensive and balanced distribution network featuring
 national and local dealers, company-owned stores and a direct sales
force.                                                            

   - Achieve cost efficiencies through centralization and size.  VoiceStream
     plans to continue to centralize key functions such as customer care and
     sales. VoiceStream's size should also enable it to purchase network and
subscriber equipment at favorable pricing and financing terms.    

   - Build high quality networks with extensive coverage.  VoiceStream plans
    to continue to construct its networks to increase capacity and enhance
      call quality. In addition, VoiceStream will seek to launch networks with
    substantial geographic coverage in and around the metropolitan markets
that it serves.                                                   

- Offer features that capitalize on the advantages of GSM wireless    
technology.  VoiceStream will continue to offer a wide variety of 
 wireless products and services including the capability of offering
customers next-generation wireless voice and data services such as
wireless Internet and multimedia applications.                    

 - Acquire PCS licenses and systems opportunistically.  VoiceStream will
continue to seek opportunities to acquire additional PCS licenses,
   systems and/or operators which are additive to its current footprint,
  increase its spectrum or that would increase the availability of GSM
wireless service in North America.                                

OFFICERS AND DIRECTORS                                                          

 The officers of VoiceStream immediately before the VoiceStream/Powertel
merger will be the officers of VoiceStream immediately after the                
VoiceStream/Powertel merger.                                                    

   In connection with the VoiceStream/Powertel merger agreement, the parties
to a voting agreement among VoiceStream stockholders beneficially owning more   
than 50% of VoiceStream's outstanding voting shares agreed that in the event    
that the Deutsche Telekom/VoiceStream merger agreement is terminated and the    
VoiceStream/Powertel merger is completed, that voting agreement will be amended 
as necessary                                                                    
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to entitle the current Powertel board to designate one member to the VoiceStream
board. The Powertel designee would be nominated for re-election at each of the  
first two annual meetings of VoiceStream stockholders after the completion of   
the VoiceStream/Powertel merger.                                                

OWNERSHIP OF CAPITAL STOCK OF VOICESTREAM AND POWERTEL

BENEFICIAL OWNERSHIP OF VOICESTREAM COMMON SHARES                               

 The following table sets forth certain information regarding beneficial
ownership of VoiceStream common shares and vested options to purchase           
VoiceStream common shares as of February 5, 2001, except as otherwise noted     
below, including beneficial ownership by:                                       

     - each person who is known by VoiceStream to own beneficially 5% or more of
the outstanding VoiceStream common shares;                        

- each VoiceStream director;                                          

     - each of the executive officers named in the summary compensation table in
VoiceStream's annual report on Form 10-K for the fiscal year ended
 December 31, 1999, which in this document we refer to as the "named
executive officers"; and                                          

- all directors and executive officers as a group.                    

The information in the table below has been calculated in accordance with Rule  
13d-3 under the Exchange Act. Except as indicated in the footnotes to the table,
the persons named in the table have sole voting and investment power with       
respect to all VoiceStream common shares shown as beneficially owned by them,   
subject to community property laws where applicable. A person or entity is      
considered to "beneficially own" any shares over which such person or entity    
exercises sole or shared voting or investment power, or, which such person or   
entity has the right to acquire at any time within 60 days of February 5, 2001. 
In addition to the common share ownership information set forth below, on       
September 6, 2000, Deutsche Telekom acquired the entire class of outstanding    
VoiceStream voting preferred shares, consisting of 3,906,250 shares. Each       
VoiceStream voting preferred share entitles its holder to one vote, voting      
together as a single class with the holders of VoiceStream common shares. The   
business address of VoiceStream's directors, other than as noted below, and     
executive officers is: c/o VoiceStream Wireless Corporation, 12920 SE 38th      
Street, Bellevue, WA 98006.                                                     

                                                        [Enlarge/Download Table]

                                                                           TOTAL PERCENTAGE
                                                             TOTAL SHARES     OF SHARES    
                                                             BENEFICIALLY    BENEFICIALLY  
                      NAME AND ADDRESS                          OWNED           OWNED      
                      ----------------                       ------------  ----------------
                                                                                           
Hutchison Whampoa Limited...................................  55,899,252        22.26%     
  22nd Floor, Hutchison House                                                              
  10 Harcourt Road                                                                         
  Hong Kong                                                                                
TDSI Corporation, a wholly-owned subsidiary of Telephone &                                 
  Data Systems, Inc. .......................................  35,570,494        14.17%     
  30 N. LaSalle Street, Suite 4000                                                         
  Chicago, IL 60602                                                                        
Sonera Corporation..........................................  18,975,774         7.56%     
  Fin-00051-Tele                                                                           
  Sturenkatu 16, Helsinki                                                                  
  Finland                                                                                  
The Goldman Sachs Group, Inc.(a)(j).........................   9,800,469         3.90%     
  and related investors                                                                    
  85 Broad Street, 10th Floor                                                              
  New York, NY 10004                                                                       

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                                                        [Enlarge/Download Table]

                                                                           TOTAL PERCENTAGE
                                                             TOTAL SHARES     OF SHARES    
                                                             BENEFICIALLY    BENEFICIALLY  
                      NAME AND ADDRESS                          OWNED           OWNED      
                      ----------------                       ------------  ----------------
                                                                                           
John W. Stanton and Theresa E. Gillespie(b)(c)..............   6,062,652         2.41%     
  3650 131st Avenue SE                                                                     
  Bellevue, WA 98006                                                                       
Douglas G. Smith(b)(d)......................................   4,306,416         1.71%     
  3 Metrocenter, Suite 400                                                                 
  Bethesda, MD 20814                                                                       
Richard L. Fields(b)(e).....................................   2,157,100            *      
  711 Fifth Avenue                                                                         
  New York, NY 10022                                                                       
James N. Perry, Jr.(b)(f)...................................     588,067            *      
  Three First National Plaza                                                               
  Suite 1330                                                                               
  Chicago, IL 60602                                                                        
Cregg B. Baumbaugh(b).......................................     278,050            *      
Alan R. Bender(b)...........................................     251,028            *      
James J. Ross(b)(g).........................................     995,406            *      
Robert R. Stapleton(b)......................................     786,703            *      
Donald Guthrie(b)...........................................     425,980            *      
Mitchell R. Cohen(b)(h).....................................      25,610            *      
Daniel J. Evans(b)..........................................       7,288            *      
Jonathan M. Nelson(b)(i)....................................   4,546,301         1.81%*    
Terence M. O'Toole (b)(j)...................................   9,800,469         3.90%     
Canning Fok(b)(k)...........................................  55,899,972        22.26%     
Susan M. F. W. Chow(b)(k)...................................  55,899,502        22.26%     
Frank J. Sixt(b)(k).........................................  55,899,502        22.26%     
Hans Snook(b)...............................................       3,685            *      
Kaj-Erik Relander(b)(l).....................................  18,976,024         7.57%     
All directors and executive officers as a group (21                                        
  persons)(b)(m)............................................ 140,866,828        54.75%     

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

*  Less than 1% of the outstanding common shares.                           

(a) Includes (1) 8,986,738 VoiceStream common shares held of record by GS     
Capital Partners, L.P., (2) 470,401 VoiceStream common shares held of 
record by Stone Street Fund 1992, L.P., (3) 273,069 VoiceStream common
shares held of record by Bridge Street Fund 1992, L.P., and (4) 68,821
   VoiceStream common shares held of record by The Goldman Sachs Group, Inc.
     Each of GS Capital, Stone Street and Bridge Street is an investment limited
partnership, the general partner, the managing general partner or the 
   managing partner of an affiliate of The Goldman Sachs Group, Inc. Goldman
   Sachs and The Goldman Sachs Group, Inc. disclaims beneficial ownership of
     shares held by such investment partnerships to the extent interests in such
   partnerships are held by persons other than The Goldman Sachs Group, Inc.
   and its affiliates. Also includes options to purchase 1,440 common shares
granted to Mr. Terence M. O'Toole that he holds for the benefit of The
Goldman Sachs Group, Inc. Mr. O'Toole, who is a managing director of  
Goldman Sachs, disclaims beneficial ownership of these common shares. 
  Excludes (i) common shares owned by Goldman Sachs which were acquired in
  ordinary course trading activities and (ii) common shares held in client
     accounts, for which Goldman Sachs exercises voting or investment authority,
or both. Goldman Sachs and The Goldman Sachs Group, Inc. disclaim     
beneficial ownership of common shares held in these client accounts.  

(b) May include stock jointly or separately owned with or by a spouse or a    
family trust.                                                         

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(c) Mr. Stanton and Ms. Gillespie are husband and wife. Their beneficial    
     ownership includes (1) 1,686,069 VoiceStream common shares held of record
    by PN Cellular, Inc., which is substantially owned and controlled by Mr.
      Stanton and Ms. Gillespie; (2) 1,274,519 VoiceStream common shares held of
     record by Stanton Communications Corporation which is substantially owned
      and controlled by Mr. Stanton and Ms. Gillespie, as tenants in common; (3)
   164,437 VoiceStream common shares held by The Stanton Family Trust; and
     (4) 35,000 VoiceStream common shares and 10,000 VoiceStream common shares
  held of record by each of Mr. Stanton and Ms. Gillespie, respectively,
      pursuant to the Western Wireless 1997 Executive Restricted Stock Plan. Mr.
    Stanton and Ms. Gillespie share voting and investment power with respect
     to the shares jointly owned by them, as well as the shares held of record
     by PN Cellular, Stanton Communications Corporation and the Stanton Family
Trust.                                                              

(d) Includes 27,896 VoiceStream common shares owned by Mr. Smith's minor    
    children, 1,348,630 common shares held by Avance Capital, Avance Capital
     II, Avance Capital III, all sole proprietorships, and 428,572 VoiceStream
     common 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, 1,428,572 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 of these shares at any time. Mr. Smith has voting and
investment power with respect to the other shares.                  

(e) Includes 1,627,336 VoiceStream common shares owned by Allen & Company   
   Incorporated, including 247,447 VoiceStream common shares issuable upon
     exercise of outstanding warrants held by Allen & Company Incorporated and
    27,397 common shares issuable upon exercise of outstanding warrants held
by Mr. Fields. Mr. Fields is a Managing Director of Allen & Company 
 Incorporated. Of such amounts, Mr. Fields does not exercise voting or
      investment power over, and disclaims beneficial ownership of the 1,627,336
VoiceStream common shares owned by Allen & Company Incorporated.    

(f) Includes 562,267 VoiceStream common shares owned by Madison Dearborn    
    Partners, L.P. and 8,307 VoiceStream common shares held in trust for Mr.
 Perry's children. Mr. Perry is a member of the committee that manages
      Madison Dearborn Partners, L.P. Mr. Perry may therefore be deemed to share
 investment control with respect to the common shares owned by Madison
  Dearborn Partners, L.P. and may therefore be deemed to have beneficial
    ownership of shares of common shares owned by Madison Dearborn Partners,
L.P.                                                                

(g) Includes 256,724 VoiceStream common shares held in trust for Mr. Ross'  
children. Mr. Ross may be deemed to be the beneficial owner of such 
shares.                                                             

 (h) Includes options to purchase 485 VoiceStream common shares granted to Mr.
  Cohen that he holds for the benefit of Hellman & Friedman Partners II,
L.P. Mr. Cohen disclaims beneficial ownership of these shares.      

(i) Includes (1) 28,538 VoiceStream common shares held in the Jonathan M.   
Nelson Family Foundation, of which Mr. Nelson is president, (2) 720 
 VoiceStream common shares held by Providence Media Services, Inc., of
  which Mr. Nelson is president, and options to purchase 720 VoiceStream
common shares granted to Mr. Nelson that he holds for the benefit of
Providence Media Services, Inc; (3) a total of 4,000,000 VoiceStream
common shares issuable to Providence Equity Partners III, L.P. and  
Providence Equity Operating Partners III, L.P. in exchange for their
 interests in a joint venture entity with VoiceStream; and (4) 321,334
    VoiceStream common shares issuable to Providence Media Partners, L.P. in
exchange for its interest in a separate joint venture entity with   
VoiceStream. Mr. Nelson is a member and the managing director of    
 Providence Equity Partners III, LLC, which controls Providence Equity
     Partners III, L.P. and Providence Equity Operating Partners III, L.P. and
is the managing general partner of Providence Ventures L.P., which  
controls Providence Media Partners, L.P. Mr. Nelson                 

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   disclaims beneficial ownership of the shares listed above except to the
extent of his pecuniary interest therein, if any.                   

(j) Includes 9,800,469 VoiceStream common shares beneficially owned by The    
Goldman Sachs Group, Inc. Mr. O'Toole, who is a managing director of  
     Goldman Sachs, disclaims beneficial ownership of VoiceStream common shares,
  which may be deemed to be beneficially owned by The Goldman Sachs Group,
Inc., except to the extent of his pecuniary interest therein, if any. 

(k) Includes 55,899,252 VoiceStream common shares owned by Hutchison Whampoa  
 Limited, as Mr. Fok is the Group Managing Director of Hutchison Whampoa
Limited, and each of Mrs. Chow and Mr. Sixt are executive directors of
     Hutchison Whampoa Limited. Each of Mr. Fok, Mrs. Chow and Mr. Sixt disclaim
beneficial ownership of these shares.                                 

(m)  Kaj-Erik Relander, the director designated by Sonera Corporation, may be   
 deemed to be the owner of the VoiceStream common shares owned by Sonera
   Corporation. Mr. Relander disclaims beneficial ownership of these shares.

(n)  In determining the aggregate number of shares owned by VoiceStream         
 executive officers and directors, VoiceStream common shares as to which
     such executive officers and directors share voting or investment power have
not been duplicated.                                                  

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BENEFICIAL OWNERSHIP OF POWERTEL COMMON SHARES                                  

 The following table sets forth certain information regarding beneficial
ownership of Powertel common shares as of February 5, 2001 (except as otherwise 
noted below), including beneficial ownership by the following:                  

  - each person who is known by Powertel to own beneficially 5% or more of
the outstanding Powertel common shares;                           

- each Powertel director;                                             

     - each of the executive officers named in the summary compensation table in
      Powertel's annual report on Form 10-K for the fiscal year ended December
31, 1999; and                                                     

- all directors and executive officers as a group.                    

The information in the table below has been calculated in accordance with Rule  
13d-3 under the Exchange Act. Except as indicated in the footnotes to the table,
the persons named in the table have sole voting and investment power with       
respect to all Powertel common shares shown as beneficially owned by them,      
subject to community property laws where applicable. A person or entity is      
considered to "beneficially own" any shares over which such person or entity    
exercises sole or shared voting or investment power, or, which such person or   
entity has the right to acquire at any time within 60 days of February 5, 2001. 
The business address of Powertel's directors and executive officers, other than 
as noted below, is: 1239 O.G. Skinner Drive, West Point, Georgia 31833.         

                                                        [Enlarge/Download Table]

                                                              AMOUNT AND   PERCENT OF 
                                                              NATURE OF      COMMON   
                                                              BENEFICIAL     SHARES   
NAME AND ADDRESS OF BENEFICIAL OWNER                          OWNERSHIP    OUTSTANDING
------------------------------------                         ------------  -----------
                                                                                      
ITC Holding Company, Inc.(a)................................  7,808,616       23.4%   
  3300 20th Avenue, Valley, Alabama 36854                                             
SCANA Communications Holdings, Inc.(b)......................  4,995,697       15.0    
  300 Delaware Avenue, Suite 510, Wilmington, Delaware                                
     19801-1622                                                                       
Sonera Corporation(c).......................................  6,367,721       16.8    
  Teollisuuskatu 15, P.O. Box 106, FIN-00051, Helsinki,                               
     Finland                                                                          
Janus Capital Corporation...................................  1,724,855        5.2    
  100 Filimore Street, Suite 300, Denver, Colorado                                    
     80206-4923                                                                       
Donald W. Burton(d)(e)......................................  1,603,727        4.8    
  614 West Bay Street, Suite 200, Tampa, Florida 33606                                
Campbell B. Lanier, III(f)(g)...............................    237,485          *    
Allen E. Smith(d)...........................................    161,907          *    
O. Gene Gabbard(d)(f).......................................    196,191          *    
William H. Scott, III(h)....................................     43,859          *    
Donald W. Weber(d)..........................................     20,000          *    
Ann M. Milligan.............................................         --         --    
William B. Timmerman........................................         --         --    
Fred G. Astor, Jr.(d)(i)....................................    124,759          *    
Walter R. Pettiss(d)(j).....................................     60,494          *    
Nicholas J. Jebbia(d).......................................     40,888          *    
Rodney D. Dir(d)............................................     43,686          *    
All executive officers and directors as a group (15                                   
  persons)(d)-(j)...........................................  2,460,628        7.3    

---------------                                                                 
*   Less than 1% of the outstanding common shares.                            

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(a) ITC Holding Company has pledged approximately 4.2 million of its Powertel   
   common shares to certain lenders in connection with a credit facility. Does
not include 3,407,542 Powertel common shares issuable upon conversion of
Powertel Series F preferred shares.                                     

(b) Includes options to acquire 15,000 Powertel common shares. Does not include:

- 4,626,744 Powertel common shares issuable upon conversion of Powertel 
Series B preferred shares;                                          

- 1,764,706 Powertel common shares issuable upon conversion of Powertel 
Series D preferred shares; and                                      

- 3,407,542 Powertel common shares issuable upon conversion of Powertel 
Series E preferred shares.                                          

(c) These shares are issuable upon conversion of Powertel Series A preferred    
shares, which is currently convertible.                                 

(d) Includes the following Powertel common shares that the named individuals    
 have the right to purchase within 60 days of February 5, 2001 pursuant to
options:                                                                

                                                                [Download Table]
                                                                    
Donald W. Burton...........................................   10,000
Allen E. Smith.............................................   77,458
O. Gene Gabbard............................................   20,000
Donald W. Weber............................................    8,000
Fred G. Astor, Jr..........................................   46,892
Walter R. Pettiss..........................................   47,404
Nicholas J. Jebbia.........................................   28,947
Rodney D. Dir..............................................   29,567
                                                             -------
  Total....................................................  268,268
                                                             =======

(e)  Includes:                                                                
- 116,104 Powertel common shares held of record by The              
Burton Partnership, Limited Partnership, of which Mr.           
Burton is the sole general partner;                             
- 348,313 Powertel common shares held of record by The              
Burton Partnership (QP), Limited Partnership, of which Mr.      
Burton is the sole general partner;                             
- 654,893 Powertel common shares held of record by South            
Atlantic Venture Fund II, Limited Partnership, of which         
South Atlantic Venture Partners II, Limited Partnership is      
the sole general partner, of which Mr. Burton is the            
managing general partner;                                       
- 464,417 Powertel common shares held of record by South            
Atlantic Venture Fund III, Limited Partnership, of which        
South Atlantic Venture Partners III, Limited Partnership        
is the sole general partner, of which Mr. Burton is the         
managing general partner;                                       
- 4,200 Powertel common shares held of record by South              
Atlantic Private Equity Fund IV, Limited Partnership, of        
which South Atlantic Private Equity Partners IV, Inc. is        
the sole general partner, of which Mr. Burton is the            
chairman; and                                                   
- 5,800 Powertel common shares held of record by South              
Atlantic Private Equity Fund IV (QP) Limited Partnership,       
of which South Atlantic Private Equity Partners IV, Inc.        
is the sole general partner, of which Mr. Burton is the         
chairman.                                                       
Mr. Burton disclaims beneficial ownership of these shares.          

(f)  Includes 176,191 Powertel common shares held of record by                
The Charitable Remainder Education Trust III, of which              
Messrs. Gabbard and Lanier are trustees. Messrs. Gabbard and        
Lanier disclaim beneficial ownership of these shares.               

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(g)  Includes 2,620 Powertel common shares held of record by Mr.              
Lanier's wife and 500 Powertel common shares held by Mr.            
Lanier as custodian for his son. Mr. Lanier disclaims               
beneficial ownership of such shares.                                

(h)  Includes 3,200 Powertel common shares held of record by Mr.              
Scott's wife as trustee and 100 Powertel common shares held         
by Mr. Scott's daughter. Mr. Scott disclaims beneficial             
ownership of such shares.                                           

(i)  Includes 1,000 Powertel common shares and 300 Powertel                   
common shares held of record by Mr. Astor's wife and minor          
sons, respectively. Mr. Astor disclaims beneficial ownership        
of such shares.                                                     

(j)  Includes warrants to acquire 128 Powertel common shares.                 

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FEES AND EXPENSES 

Deutsche Telekom, VoiceStream and Powertel have agreed to each pay one
third of the expenses incurred in connection with the cost of printing and      
distributing this proxy statement/prospectus, Deutsche Telekom and VoiceStream  
have each agreed to pay one half of the amount of the SEC filing fees incurred  
in connection with registering the Deutsche Telekom ADSs and Deutsche Telekom   
ordinary shares issuable upon completion of the Deutsche Telekom/VoiceStream    
merger. Deutsche Telekom and Powertel have each agreed to pay one half of the   
amount of the SEC filing fees incurred in connection with registering the       
Deutsche Telekom ADSs and Deutsche Telekom ordinary shares issuable upon        
completion of the Deutsche Telekom/Powertel merger. VoiceStream and Powertel    
have each agreed to pay one half of the amount of the SEC filing fees incurred  
in connection with registering the shares of VoiceStream common shares issuable 
upon completion of the VoiceStream/Powertel merger. See "Summary of Deutsche    
Telekom/Powertel and VoiceStream/Powertel Transaction Documents -- The Deutsche 
Telekom/Powertel Merger Agreement -- Expenses" and "Summary of Deutsche         
Telekom/Powertel and VoiceStream/Powertel Transaction Document -- The           
VoiceStream/Powertel Merger Agreement -- Expenses."                             

  Deutsche Telekom and its subsidiaries estimate that they will incur fees
and expenses in connection with the Deutsche Telekom/VoiceStream and Deutsche   
Telekom/Powertel mergers of approximately $120 million.                         

  VoiceStream estimates that it will incur fees and expenses in connection
with the Deutsche Telekom/ VoiceStream merger and the VoiceStream/Powertel      
merger of approximately $125 million and $15 million, respectively.             

    Powertel estimates that it will incur fees and expenses in connection with
the Deutsche Telekom/ Powertel merger and the VoiceStream/Powertel merger of    
approximately $38 million and $33 million, respectively.                        

These fees and expenses related to the mergers will be financed from  
generally available funds of each of Deutsche Telekom, VoiceStream and Powertel.

 Neither Deutsche Telekom, VoiceStream nor Powertel will pay any fees or
commissions to any broker or dealer or any person, other than MacKenzie Partners
and the escrow agent, for soliciting VoiceStream stockholders or Powertel       
stockholders with respect to the mergers. Upon request, VoiceStream and         
Powertel, respectively, will reimburse brokers, dealers, commercial banks and   
trust companies for reasonable and necessary costs and expenses incurred by them
in forwarding materials to their customers.                                     

LISTING OF SECURITIES 

DEUTSCHE TELEKOM ADSs AND DEUTSCHE TELEKOM ORDINARY SHARES                      

  Under the Deutsche Telekom/VoiceStream merger agreement and the Deutsche
Telekom/Powertel merger agreement, Deutsche Telekom has agreed to take all steps
necessary for the listing and authorization for listing on the NYSE and the     
Frankfurt Stock Exchange, subject to official notice of issuance, of the        
Deutsche Telekom ADSs and the Deutsche Telekom ordinary shares, respectively, to
be issued pursuant to the Deutsche Telekom/VoiceStream merger and the Deutsche  
Telekom/Powertel merger. Deutsche Telekom expects that the Deutsche Telekom ADSs
and the Deutsche Telekom ordinary shares to be issued to the VoiceStream and    
Powertel stockholders will continue to trade on the NYSE and the Frankfurt Stock
Exchange under the symbols "DT" and "DTE", respectively.                        

VOICESTREAM COMMON SHARES                                                       

    Under the VoiceStream/Powertel merger agreement, VoiceStream has agreed to
use its reasonable best efforts to be included on the Nasdaq Stock Market, upon 
notification of issuance, the shares of VoiceStream common shares to be issued  
in connection with the VoiceStream/Powertel merger.                             

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VoiceStream expects that its common shares, including the shares issued to      
Powertel stockholders pursuant to the VoiceStream/Powertel merger, will continue
to trade on the Nasdaq Stock Market under the symbol "VSTR".                    

VALIDITY OF SECURITIES

  Dr. Manfred Balz, Deutsche Telekom's General Counsel, will pass upon the
validity under German law of the Deutsche Telekom ordinary shares to be issued  
pursuant to the Deutsche Telekom/VoiceStream merger and the Deutsche            
Telekom/Powertel merger. Preston Gates & Ellis LLP will pass upon the validity  
under U.S. federal and Delaware law of the VoiceStream common shares to be      
issued pursuant to the VoiceStream/Powertel merger.                             

EXPERTS 

  The consolidated financial statements of Deutsche Telekom as of December
31, 1999 and 1998, and for each of the three years in the period ended December 
31, 1999, incorporated in this document by reference to the Deutsche Telekom    
Annual Report on Form 20-F, which incorporates said financial statements to the 
Deutsche Telekom Annual Report for 1999 filed on Form 6-K, have been so         
incorporated in reliance on the report of PwC Deutsche Revision, independent    
accountants, given on the authority of said firm as experts in auditing and     
accounting.                                                                     

   The consolidated financial statements of VoiceStream and its subsidiaries
as of December 31, 1999 and 1998 and for each of the three years in the period  
ended December 31, 1999, incorporated in this document by reference to          
VoiceStream's Annual Report on Form 10-K for the year ended December 31, 1999,  
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, 1999 and 1998, and for each of the three years in the period    
ended December 31, 1999, incorporated in this document by reference to          
VoiceStream's Current Report on Form 8-K dated September 29, 2000, have been so 
incorporated in reliance on the report of PricewaterhouseCoopers LLP,           
independent accountants, given on the authority of said firm as experts in      
auditing and accounting.                                                        

    The consolidated financial statements of Aerial and its subsidiaries as of
December 31, 1999 and 1998 and for each of the three years in the period ended  
December 31, 1999, included in Aerial's Form 10-K, incorporated into this       
document by reference to VoiceStream's Current Report on Form 8-K, dated March  
23, 2000, 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 Powertel and its subsidiaries as
of December 31, 1999 and 1998 and for each of the three years in the period     
ended December 31, 1999, included in Powertel's Annual Report on Form 10-K,     
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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STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING 
OF VOICESTREAM STOCKHOLDERS 

VoiceStream will hold an annual meeting in the year 2001 only if the  
Deutsche Telekom/VoiceStream merger has not already been completed. If the 2001 
annual meeting is held, stockholders' proposals will be eligible for            
consideration for inclusion in the proxy statement for that annual meeting if   
those proposals are received by VoiceStream within a reasonable time before the 
solicitation of proxies for the 2001 annual meeting is made. Any stockholder    
proposal or notice should be directed to the attention of the Secretary,        
VoiceStream Wireless Corporation, 12920 SE 38th Street, Bellevue, Washington    
98006.                                                                          

STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING 
OF POWERTEL STOCKHOLDERS

    If either the Deutsche Telekom/Powertel merger or the VoiceStream/Powertel
merger is completed as expected, Powertel will not hold an annual meeting of    
Powertel stockholders in 2001. If neither the Deutsche Telekom/Powertel merger  
nor the VoiceStream/Powertel merger is completed for any reason, Powertel       
expects to hold its 2001 annual meeting of stockholders in May 2001. To enable  
management to analyze and respond adequately to proposals and to prepare        
appropriate proposals for presentation in next year's proxy statement, a        
Powertel stockholder must submit his or her proposal to Powertel no later than  
December 29, 2000, to the attention of the Secretary, at Powertel, Inc., 1239   
O.G. Skinner Drive, West Point, Georgia 31833. Powertel stockholders may also   
submit the names of individuals whom they wish to be considered by the Powertel 
board of directors as nominees for directors. For each matter a stockholder     
intends to bring before the meeting, their notice must include a brief          
description of the business they wish to be considered, any material interest   
they have in that business and the reasons for conducting that business at the  
meeting. The notice must also include the stockholder's name and address and the
class and number of Powertel shares that they own. Any proposal for presentation
at Powertel's next annual meeting which is outside the process of Rule 14a-8    
under the Exchange Act will be considered untimely for purposes of Rules 14a-4  
and 14a-5 if Powertel receives it after March 13, 2001.                         

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DEUTSCHE TELEKOM

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 Deutsche Telekom, VoiceStream and Powertel. VoiceStream includes the pro     
forma impacts of its acquisitions of Omnipoint and Aerial, which were effected  
in 2000. The consummation of the Deutsche Telekom/Powertel merger is dependent  
upon consummation of the Deutsche Telekom/VoiceStream merger. Should the        
Deutsche Telekom/VoiceStream merger be terminated, the Deutsche Telekom/Powertel
merger will also be terminated. These financial statements give effect to the   
Deutsche Telekom/VoiceStream and Deutsche Telekom/Powertel mergers using the    
purchase method of accounting for business combinations for both.               

We derived this information from the audited consolidated financial   
statements of Deutsche Telekom, VoiceStream, Omnipoint, Aerial and Powertel for 
the year ended December 31, 1999, the unaudited consolidated financial          
statements of Deutsche Telekom, VoiceStream and Powertel for the nine months    
ended September 30, 2000 and the unaudited statements of operations of Omnipoint
and Aerial for the periods ended February 24, 2000 and May 3, 2000,             
respectively. As Omnipoint and Aerial were consolidated with VoiceStream as of  
September 30, 2000, the pro forma balance sheet is derived from the consolidated
balance sheets of Deutsche Telekom, VoiceStream and Powertel. This information  
is only a summary and you should read it in conjunction with the historical     
financial statements and related notes of Deutsche Telekom, VoiceStream,        
Omnipoint, Aerial and Powertel and other information included in this filing or 
incorporated by reference.                                                      

     The unaudited pro forma condensed combined statements of operations for the
nine months ended September 30, 2000 and the year ended December 31, 1999 assume
the mergers were effected on January 1, 1999. The unaudited pro forma condensed 
combined balance sheet as of September 30, 2000 gives effect to the mergers as  
if they had occurred on September 30, 2000. The VoiceStream and Powertel balance
sheets and statements of operations have been converted from U.S. GAAP to German
GAAP to be presented on a consistent basis with Deutsche Telekom. It is Deutsche
Telekom's policy to harmonize accounting principles according to German GAAP and
U.S. GAAP through the extensive application of the principles of U.S. GAAP.     
Deutsche Telekom may depart from this policy. Any such departures are reflected 
in Deutsche Telekom's U.S. GAAP reconciliation footnote. The differences between
U.S. GAAP and German GAAP are summarized in the accompanying Notes 21 and 26,   
respectively. The accounting policies of Deutsche Telekom, VoiceStream and      
Powertel are substantially comparable, although certain reclassifications have  
been made to VoiceStream's and Powertel's historical presentation to conform to 
Deutsche Telekom's presentation. These reclassifications do not materially      
impact VoiceStream's or Powertel's results of operations or financial position  
for the periods presented.                                                      

 The unaudited pro forma condensed combined financial information is for
illustrative purposes only. Deutsche Telekom, VoiceStream, Omnipoint, Aerial and
Powertel 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 companies
will experience after the mergers.                                              

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DEUTSCHE TELEKOM

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(VOICESTREAM AND POWERTEL MERGERS)
AS OF SEPTEMBER 30, 2000
(IN EUROS)
(IN THOUSANDS)

                                                        [Enlarge/Download Table]


                                                               VOICESTREAM        DEUTSCHE                   POWERTEL      
                                     DEUTSCHE                    MERGER          TELEKOM AND                  MERGER       
                                      TELEKOM     VOICESTREAM  ADJUSTMENTS       VOICESTREAM    POWERTEL    ADJUSTMENTS    
                                    -----------   -----------  -----------       -----------   -----------  -----------    
                                      NOTE 1      NOTES 2, 28    NOTE 4                        NOTES 3, 29    NOTE 14      
                                                                                                                           
ASSETS                                                                                                                     
NON-CURRENT ASSETS                                                                                                         
Intangible assets.................   33,770,000   12,136,909    32,505,543(5)     78,412,452      390,036    5,644,619(15) 
Property, plant and equipment.....   57,091,000    2,475,025            --        59,566,025      650,510           --     
Financial assets..................   16,917,000    1,352,536    (5,658,000)(6a)   12,611,536       38,993           --     
                                    -----------   ----------   -----------       -----------    ---------    ---------     
                                    107,778,000   15,964,470    26,847,543       150,590,013    1,079,539    5,644,619     
                                    -----------   ----------   -----------       -----------    ---------    ---------     
CURRENT ASSETS                                                                                                             
Inventories.......................    1,203,000      576,585            --         1,779,585       24,546           --     
Receivables.......................    6,274,000      366,921            --         6,640,921       51,908           --     
Other assets......................    4,173,000       59,311            --         4,232,311        3,309           --     
Marketable securities.............      762,000        4,100            --           766,100           --           --     
Liquid assets.....................    4,682,000    4,648,067            --         9,330,067      265,007           --     
                                    -----------   ----------   -----------       -----------    ---------    ---------     
                                     17,094,000    5,654,984            --        22,748,984      344,770           --     
                                    -----------   ----------   -----------       -----------    ---------    ---------     
PREPAID EXPENSES, DEFERRED CHARGES                                                                                         
  AND DEFERRED TAXATION...........    1,271,000       19,679            --         1,290,679       18,762           --     
                                    -----------   ----------   -----------       -----------    ---------    ---------     
                                    126,143,000   21,639,133    26,847,543       174,629,676    1,443,071    5,644,619     
                                    ===========   ==========   ===========       ===========    =========    =========     
SHAREHOLDERS' EQUITY AND                                                                                                   
  LIABILITIES                                                                                                              
SHAREHOLDERS' EQUITY                                                                                                       
Preferred shares..................           --    6,111,730    (6,111,730)(6b)           --      172,254     (172,254)(14)
Capital shares....................    7,756,000          258     1,986,189(8)      9,742,447          355      333,267(16) 
Additional paid-in capital........   24,290,000   11,569,921    19,582,617(11)    55,442,538      588,820    4,687,492(18) 
Deferred stock compensation.......           --      (44,154)     (196,956)(12)     (241,110)          --      (18,866)(14)
Retained earnings (deficit).......      870,000      (11,288)       11,288           870,000           --           --     
Unappropriated net income (loss)                                                                                           
  carried forward from previous                                                                                            
  year............................       44,000   (1,558,490)    1,558,490(13)        44,000     (619,730)     619,730(17) 
Net (loss) income.................    8,445,000   (1,462,212)    1,431,212(10)     8,414,000     (183,934)     180,539(20) 
Minority interest.................    2,227,000      347,906            --         2,574,906           --           --     
                                    -----------   ----------   -----------       -----------    ---------    ---------     
                                     43,632,000   14,953,671    18,261,110        76,846,781      (42,235)   5,629,908     
                                    -----------   ----------   -----------       -----------    ---------    ---------     
ACCRUALS                                                                                                                   
Pension and similar obligations...    3,186,000           --            --         3,186,000           --           --     
Other accruals....................    8,135,000      371,622        98,000(9)      8,604,622       38,119       14,711(19) 
                                    -----------   ----------   -----------       -----------    ---------    ---------     
                                     11,321,000      371,622        98,000        11,790,622       38,119       14,711     
                                    -----------   ----------   -----------       -----------    ---------    ---------     
LIABILITIES                                                                                                                
Debt..............................   62,116,000    5,765,858     8,488,433(7)     76,370,291    1,393,071           --     
Other liabilities.................    8,369,000      547,982            --         8,916,982       45,167           --     
                                    -----------   ----------   -----------       -----------    ---------    ---------     
                                     70,485,000    6,313,840     8,488,433        85,287,273    1,438,238           --     
                                    -----------   ----------   -----------       -----------    ---------    ---------     
DEFERRED INCOME...................      705,000           --            --           705,000        8,949           --     
                                    -----------   ----------   -----------       -----------    ---------    ---------     
                                    126,143,000   21,639,133    26,847,543       174,629,676    1,443,071    5,644,619     
                                    ===========   ==========   ===========       ===========    =========    =========     
SHAREHOLDERS' EQUITY UNDER GERMAN                                                                                          
  GAAP............................   43,632,000   14,953,671    18,261,110        76,846,781      (42,235)   5,629,908     
U.S. GAAP reconciling items                                                                                                
  (Note 21).......................    3,794,000   (6,107,920)   13,727,563        11,413,643     (181,022)     616,226     
                                    -----------   ----------   -----------       -----------    ---------    ---------     
SHAREHOLDERS' EQUITY UNDER U.S.                                                                                            
  GAAP............................   47,426,000    8,845,751    31,988,673        88,260,424     (223,257)   6,246,134     
                                    ===========   ==========   ===========       ===========    =========    =========     


                                      ADJUSTED                                                                             
                                      DEUTSCHE                                                                             
                                      TELEKOM,                                                                             
                                    VOICESTREAM                                                                            
                                    AND POWERTEL                                                                           
                                    ------------                                                                           

                                                                                                                           
ASSETS                                                                                                                     
NON-CURRENT ASSETS                                                                                                         
Intangible assets.................   84,447,107                                                                            
Property, plant and equipment.....   60,216,535                                                                            
Financial assets..................   12,650,529                                                                            
                                    -----------                                                                            
                                    157,314,171                                                                            
                                    -----------                                                                            
CURRENT ASSETS                                                                                                             
Inventories.......................    1,804,131                                                                            
Receivables.......................    6,692,829                                                                            
Other assets......................    4,235,620                                                                            
Marketable securities.............      766,100                                                                            
Liquid assets.....................    9,595,074                                                                            
                                    -----------                                                                            
                                     23,093,754                                                                            
                                    -----------                                                                            
PREPAID EXPENSES, DEFERRED CHARGES                                                                                         
  AND DEFERRED TAXATION...........    1,309,441                                                                            
                                    -----------                                                                            
                                    181,717,366                                                                            
                                    ===========                                                                            
SHAREHOLDERS' EQUITY AND                                                                                                   
  LIABILITIES                                                                                                              
SHAREHOLDERS' EQUITY                                                                                                       
Preferred shares..................           --                                                                            
Capital shares....................   10,076,069                                                                            
Additional paid-in capital........   60,718,850                                                                            
Deferred stock compensation.......     (259,976)                                                                           
Retained earnings (deficit).......      870,000                                                                            
Unappropriated net income (loss)                                                                                           
  carried forward from previous                                                                                            
  year............................       44,000                                                                            
Net (loss) income.................    8,410,605                                                                            
Minority interest.................    2,574,906                                                                            
                                    -----------                                                                            
                                     82,434,454                                                                            
                                    -----------                                                                            
ACCRUALS                                                                                                                   
Pension and similar obligations...    3,186,000                                                                            
Other accruals....................    8,657,452                                                                            
                                    -----------                                                                            
                                     11,843,452                                                                            
                                    -----------                                                                            
LIABILITIES                                                                                                                
Debt..............................   77,763,362                                                                            
Other liabilities.................    8,962,149                                                                            
                                    -----------                                                                            
                                     86,725,511                                                                            
                                    -----------                                                                            
DEFERRED INCOME...................      713,949                                                                            
                                    -----------                                                                            
                                    181,717,366                                                                            
                                    ===========                                                                            
SHAREHOLDERS' EQUITY UNDER GERMAN                                                                                          
  GAAP............................   82,434,454                                                                            
U.S. GAAP reconciling items                                                                                                
  (Note 21).......................   11,848,847                                                                            
                                    -----------                                                                            
SHAREHOLDERS' EQUITY UNDER U.S.                                                                                            
  GAAP............................   94,283,301                                                                            
                                    ===========                                                                            

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. 

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DEUTSCHE TELEKOM

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(VOICESTREAM AND POWERTEL MERGERS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(IN EUROS)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                                                                                                    ADJUSTED  
                                                                         DEUTSCHE                                   DEUTSCHE  
                                                       VOICESTREAM        TELEKOM                  POWERTEL         TELEKOM,  
                             DEUTSCHE                    MERGER             AND                     MERGER        VOICESTREAM 
                              TELEKOM     VOICESTREAM  ADJUSTMENTS      VOICESTREAM   POWERTEL    ADJUSTMENTS     AND POWERTEL
                            -----------   -----------  -----------      -----------  -----------  -----------     ------------
                              NOTE 1      NOTES 2, 30                                NOTES 3, 31                              
                                                                                                                              
Net revenue...............   29,222,000    1,559,333           --       30,781,333     354,523           --        31,135,856 
Other own capitalized                                                                                                         
  costs...................      707,000       93,535           --          800,535          --           --           800,535 
                            -----------   ----------   ----------       ----------    --------     --------       ----------- 
Total operating                                                                                                               
  performance.............   29,929,000    1,652,868           --       31,581,868     354,523           --        31,936,391 
Other operating income....   10,144,000       67,810           --       10,211,810         768           --        10,212,578 
Goods and services                                                                                                            
  purchased...............   (8,381,000)    (800,389)          --       (9,181,389)   (143,311)          --        (9,324,700)
Personnel costs...........   (7,038,000)    (402,939)     (64,660)(22)  (7,505,599)    (74,897)     (11,996)(22)   (7,592,492)
Depreciation and                                                                                                              
  amortization............   (7,958,000)    (770,933)  (1,253,522)(23)  (9,982,455)    (79,155)    (218,936)(23)  (10,280,546)
Other operating                                                                                                               
  expenses................   (6,921,000)    (955,512)          --       (7,876,512)   (127,732)          --        (8,004,244)
Financial income                                                                                                              
  (expenses), net.........      126,000     (462,321)    (684,133)(24)  (1,020,454)    (89,718)          --        (1,110,172)
                            -----------   ----------   ----------       ----------    --------     --------       ----------- 
Results from ordinary                                                                                                         
  business activities.....    9,901,000   (1,671,416)  (2,002,315)       6,227,269    (159,522)    (230,932)        5,836,815 
Extraordinary items.......     (138,000)      (2,635)          --         (140,635)         --           --          (140,635)
Taxes.....................   (1,219,000)     (19,276)     273,653(25)     (964,623)     (1,538)          --          (966,161)
                            -----------   ----------   ----------       ----------    --------     --------       ----------- 
Income (loss) after                                                                                                           
  taxes...................    8,544,000   (1,693,327)  (1,728,662)       5,122,011    (161,060)    (230,932)        4,730,019 
Losses applicable to                                                                                                          
  minority shareholders...      (99,000)     (16,618)          --         (115,618)     (7,842)          --          (123,460)
                            -----------   ----------   ----------       ----------    --------     --------       ----------- 
Net income (loss).........    8,445,000   (1,709,945)  (1,728,662)       5,006,393    (168,902)    (230,932)        4,606,559 
U.S. GAAP reconciling                                                                                                         
  items (Note 26).........    1,367,000       18,539     (480,950)         904,589       2,917      (20,335)          887,171 
                            -----------   ----------   ----------       ----------    --------     --------       ----------- 
Net income (loss) after                                                                                                       
  U.S. GAAP adjustments...    9,812,000   (1,691,406)  (2,209,612)       5,910,982    (165,985)    (251,267)        5,493,730 
                            ===========   ==========   ==========       ==========    ========     ========       =========== 
Earnings per share under                                                                                                      
  German GAAP (Note 27)...         2.79                                       1.32                                       1.17 
                            ===========                                 ==========                                =========== 
Basic earnings per share                                                                                                      
  under U.S. GAAP                                                                                                             
  (Note 27)...............         3.24                                       1.56                                       1.40 
                            ===========                                 ==========                                =========== 
Diluted earnings per share                                                                                                    
  under U.S. GAAP                                                                                                             
  (Note 27)...............         3.24                                       1.46                                       1.31 
                            ===========                                 ==========                                =========== 

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. 

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DEUTSCHE TELEKOM

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(VOICESTREAM AND POWERTEL MERGERS)
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN EUROS)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]


                                                             VOICESTREAM        DEUTSCHE                    POWERTEL     
                                    DEUTSCHE                   MERGER            TELEKOM                     MERGER      
                                    TELEKOM     VOICESTREAM  ADJUSTMENTS     AND VOICESTREAM   POWERTEL    ADJUSTMENTS   
                                   ----------   -----------  -----------     ---------------  -----------  -----------   
                                     NOTE 1     NOTES 2, 32                                   NOTES 3, 33                
                                                                                                                         
Net revenue......................  35,470,000      978,330           --         36,448,330       266,063          --     
Other own capitalized costs......     947,000       29,115           --            976,115           270          --     
                                   ----------   ----------   ----------        -----------     ---------    --------     
Total operating performance......  36,417,000    1,007,445           --         37,424,445       266,333          --     
Other operating income...........   1,871,000       48,869           --          1,919,869       204,180          --     
Goods and services purchased.....  (7,667,000)    (511,410)          --         (8,178,410)     (122,525)         --     
Personnel costs..................  (9,210,000)    (363,759)     (86,213)(22)    (9,659,972)      (75,543)    (15,995)(22)
Depreciation and amortization....  (8,466,000)    (771,778)  (1,675,506)(23)   (10,913,284)      (82,986)   (291,914)(23)
Other operating expenses.........  (6,872,000)    (661,249)          --         (7,533,249)     (122,601)         --     
Financial expense, net...........  (2,889,000)    (409,381)  (1,052,495)(24)    (4,350,876)      (99,642)         --     
                                   ----------   ----------   ----------        -----------     ---------    --------     
Results from ordinary business                                                                                           
  activities.....................   3,184,000   (1,661,263)  (2,814,214)        (1,291,477)      (32,784)   (307,909)    
Extraordinary items..............    (240,000)     (38,520)          --           (278,520)           --          --     
Taxes............................  (1,420,000)     107,987      420,998(25)       (891,015)       (3,367)         --     
                                   ----------   ----------   ----------        -----------     ---------    --------     
Income (loss) after taxes........   1,524,000   (1,591,796)  (2,393,216)        (2,461,012)      (36,151)   (307,909)    
Losses applicable to minority                                                                                            
  shareholders...................    (271,000)     (24,066)          --           (295,066)       (9,153)         --     
                                   ----------   ----------   ----------        -----------     ---------    --------     
Net income (loss)................   1,253,000   (1,615,862)  (2,393,216)        (2,756,078)      (45,304)   (307,909)    
U.S. GAAP reconciling items (Note                                                                                        
  26)............................     260,000       52,929     (627,390)          (314,461)      (80,885)    (12,292)    
                                   ----------   ----------   ----------        -----------     ---------    --------     
Net income (loss) after U.S. GAAP                                                                                        
  adjustments....................   1,513,000   (1,562,933)  (3,020,606)        (3,070,539)     (126,189)   (320,201)    
                                   ==========   ==========   ==========        ===========     =========    ========     
Earnings (loss) per share under                                                                                          
  German GAAP (Note 27)..........        0.43                                        (0.75)                              
                                   ==========                                  ===========                               
Basic and diluted earnings (loss)                                                                                        
  per share under U.S. GAAP (Note                                                                                        
  27)............................        0.53                                        (0.84)                              
                                   ==========                                  ===========                               


                                     ADJUSTED                                                                            
                                     DEUTSCHE                                                                            
                                     TELEKOM,                                                                            
                                   VOICESTREAM                                                                           
                                   AND POWERTEL                                                                          
                                   ------------                                                                          

                                                                                                                         
Net revenue......................   36,714,393                                                                           
Other own capitalized costs......      976,385                                                                           
                                   -----------                                                                           
Total operating performance......   37,690,778                                                                           
Other operating income...........    2,124,049                                                                           
Goods and services purchased.....   (8,300,935)                                                                          
Personnel costs..................   (9,751,510)                                                                          
Depreciation and amortization....  (11,288,184)                                                                          
Other operating expenses.........   (7,655,850)                                                                          
Financial expense, net...........   (4,450,518)                                                                          
                                   -----------                                                                           
Results from ordinary business                                                                                           
  activities.....................   (1,632,170)                                                                          
Extraordinary items..............     (278,520)                                                                          
Taxes............................     (894,382)                                                                          
                                   -----------                                                                           
Income (loss) after taxes........   (2,805,072)                                                                          
Losses applicable to minority                                                                                            
  shareholders...................     (304,219)                                                                          
                                   -----------                                                                           
Net income (loss)................   (3,109,291)                                                                          
U.S. GAAP reconciling items (Note                                                                                        
  26)............................     (407,638)                                                                          
                                   -----------                                                                           
Net income (loss) after U.S. GAAP                                                                                        
  adjustments....................   (3,516,929)                                                                          
                                   ===========                                                                           
Earnings (loss) per share under                                                                                          
  German GAAP (Note 27)..........        (0.82)                                                                          
                                   ===========                                                                           
Basic and diluted earnings (loss)                                                                                        
  per share under U.S. GAAP (Note                                                                                        
  27)............................        (0.93)                                                                          
                                   ===========                                                                           

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. 
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DEUTSCHE TELEKOM

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 1                                                                          

  These columns reflect Deutsche Telekom's historical consolidated balance
sheet and statement of operations as of and for the nine months ended September 
30, 2000 and statement of operations for the year ended December 31, 1999,      
prepared and presented in accordance with German GAAP, and reconciled to U.S.   
GAAP.                                                                           

 Certain reclassifications have been made to the prior year statement of
operations to conform to the current year presentation. Such reclassifications  
have no impact on prior year reported net income.                               

Note 2                                                                          

     These columns reflect the VoiceStream historical consolidated balance sheet
and pro forma statement of operations as of and for the nine months ended       
September 30, 2000 and the pro forma statement of operations for the year ended 
December 31, 1999. The VoiceStream pro forma statements of operations include   
the consolidation of Omnipoint and Aerial as if they had been acquired by       
VoiceStream at the beginning of the period.                                     

   The historical consolidated balance sheet and the pro forma statements of
operations have been prepared and presented in accordance with German GAAP and  
reconciled to U.S. GAAP. The U.S. GAAP financial statements are incorporated by 
reference in this document. A summary of reconciling items between German GAAP  
and U.S. GAAP is disclosed in Notes 21 and 26.                                  

  On February 25, 2000 and May 4, 2000, VoiceStream completed mergers with
Omnipoint and Aerial, respectively. Accordingly, subsequent to the respective   
merger dates, Omnipoint and Aerial results are included in VoiceStream's        
consolidated results. Pursuant to the Omnipoint agreement, VoiceStream exchanged
0.825 of a VoiceStream common share plus $8.00 in cash for each outstanding     
Omnipoint common share. Pursuant to the Aerial agreement, VoiceStream exchanged 
0.455 of a VoiceStream common share for each outstanding Aerial common share.   

The aggregate purchase price and the preliminary allocations are as   
follows:                                                                        

                                                                [Download Table]

                                                              AERIAL     OMNIPOINT 
                                                            ----------  -----------
                                                                                   
Consideration and merger costs:                                                    
  Total value of shares issued in merger(a)................  6,454,000    1,740,400
  Cash payments............................................    128,900      709,500
  Fair value of options and warrants converted.............      6,900      972,000
  Fair value of liabilities assumed inclusive of minority                          
     interest..............................................    533,700    3,584,200
  Merger related costs.....................................     23,200       21,500
  Cook Inlet exchange rights...............................         --       31,700
                                                            ----------  -----------
          Total consideration..............................  7,146,700    7,059,300
Preliminary allocation of purchase price:                                          
  Current assets...........................................    106,100      226,700
  Property, plant and equipment............................    410,800      535,200
  Investments in unconsolidated affiliates.................      4,000      769,400
  Licenses and other intangibles...........................    623,400    1,062,600
                                                            ----------  -----------
          Preliminary goodwill.............................  6,002,400    4,465,400
                                                            ==========  ===========

---------------                                                                 
(a) VoiceStream issued 52,325,301 and 52,952,399 shares, respectively, in       
conjunction with the Aerial and Omnipoint mergers.                      
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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

The above allocations reflect the estimated fair value of assets and  
liabilities acquired. Some allocations are based on valuations which are        
currently being finalized. VoiceStream does not believe that the final purchase 
price allocations will produce materially different results than those reflected
above.                                                                          

Certain reclassifications have been made to the historical financial  
information for VoiceStream to conform to Deutsche Telekom's financial statement
presentation. These reclassifications do not materially impact VoiceStream's    
results of operations or financial position. Intercompany transactions are      
immaterial to the financial statement presentation and have not been eliminated.

Note 3                                                                          

  These columns reflect the Powertel historical consolidated balance sheet
and statement of operations as of and for the nine months ended September 30,   
2000 and statement of operations for the year ended December 31, 1999, prepared 
and presented in accordance with German GAAP and reconciled to U.S. GAAP. The   
U.S. GAAP financial statements are incorporated by reference in this document. A
summary of reconciling items between German GAAP and U.S. GAAP are disclosed in 
Notes 21 and 26.                                                                

Certain reclassifications have been made to the historical financial  
information for Powertel to conform to Deutsche Telekom's financial statement   
presentation. These reclassifications do not materially impact Powertel's       
results of operations or financial position. Intercompany transactions are      
immaterial to the financial statement presentation and have not been eliminated.

Note 4                                                                          

     The Deutsche Telekom/VoiceStream merger will result in an allocation of the
purchase price to the tangible and intangible assets and liabilities of         
VoiceStream. 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 Deutsche Telekom 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 THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

    Under German GAAP, the aggregate purchase price was calculated as follows:

                                                                [Download Table]
                                                                          
VoiceStream common shares outstanding(a)....................      228,859 
Conversion of VoiceStream preferred shares to common                      
  shares(b).................................................       13,627 
                                                              ----------- 
          Pro forma VoiceStream common shares outstanding...      242,486 
Deutsche Telekom exchange ratio(d)..........................          3.2 
Equivalent Deutsche Telekom ordinary shares.................      775,955 
Deutsche Telekom share price(c).............................        41.26 
                                                              ----------- 
Subtotal (notional par value 1,986,447).....................   32,015,943 
Cash consideration for all VoiceStream shares(d)............    8,488,433 
Conversion of VoiceStream preferred shares into common                    
  shares(b).................................................     (453,730)
Minority interest and fair value of liabilities assumed by                
  Deutsche Telekom(j).......................................    7,487,097 
Option, warrants and restricted share conversion costs(e)...    1,123,042 
Merger related costs(g).....................................       67,000 
                                                              ----------- 
          Total consideration(k)............................   48,727,785 
Deferred compensation related to unvested grants(f).........     (241,110)
Fair value of VoiceStream tangible assets acquired(h).......   (3,844,223)
Fair value of VoiceStream intangible assets acquired(i).....   (5,098,084)
                                                              ----------- 
          Preliminary goodwill resulting from the                         
           VoiceStream merger(k)............................   39,544,368 
                                                              =========== 

---------------                                                                 
(a) The outstanding VoiceStream common shares as of November 15, 2000.          

(b) Represents the conversion of the VoiceStream junior convertible preferred   
   shares to VoiceStream common shares prior to the closing of the merger. The
  VoiceStream junior convertible preferred shares will be converted at 33.84
 euros ($29) per common share, pursuant to the VoiceStream preferred share
agreement.                                                              

(c) Deutsche Telekom ordinary shares issued in consideration for the acquisition
 of VoiceStream would be valued based on the quoted market price as of the
closing date of the transaction. The share price is based on the closing
  price of Deutsche Telekom ordinary shares on November 15, 2000, the latest
practicable date. For each 10 euro increase or decrease in the Deutsche 
Telekom share price, the merger consideration amount would increase or  
    decrease by 7.8 billion euros and annual amortization expense would increase
or decrease by 390 million euros.                                       

(d) The conversion factor used for purposes of this pro forma purchase price    
   allocation is the stock and cash election of 3.2 shares of Deutsche Telekom
 shares plus 35.01 euros ($30) cash for each VoiceStream common share. The
merger agreement includes a provision which will increase the number of 
shares to be issued and decrease the cash consideration in the event the
stock to cash mix is not adequate for the transaction to qualify as a   
tax-free exchange.                                                      

(e) This amount represents the fair value, based on a Black-Scholes valuation,  
   associated with the conversion of outstanding VoiceStream options, warrants
   and restricted shares to equivalent options, warrants and restricted shares
  of Deutsche Telekom at the time of the Deutsche Telekom/VoiceStream merger
  based on the number of options, warrants and restricted shares outstanding
and the closing market price of Deutsche Telekom ordinary shares as of  
November 15, 2000.                                                      

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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(f) A portion of the intrinsic value of the unvested VoiceStream options to be  
converted into Deutsche Telekom options have been recorded as deferred  
compensation and will be expensed over the remaining vesting period.    

(g) Anticipated merger costs to be capitalized by Deutsche Telekom as a result  
of the Deutsche Telekom/VoiceStream merger represent bankers' fees.     

(h) The estimated fair market value of the VoiceStream tangible assets acquired,
  which excludes the 5.7 billion euro investment previously made by Deutsche
    Telekom in VoiceStream preferred shares, is based on preliminary valuations,
using assumptions we believe are reasonable, pending finalization of the
purchase price allocation process.                                      

(i) The estimated fair value of the VoiceStream intangible assets acquired,     
based on preliminary valuations, are as follows:                        

                                                                [Download Table]
                                                                        
Historical cost of FCC licenses acquired....................   1,771,642
Fair value adjustment for FCC licenses......................   3,171,543
Historical cost of other intangible assets acquired                     
  (excluding goodwill)......................................     154,899
                                                              ----------
                                                               5,098,084
                                                              ==========

(j) Certain of VoiceStream's long-term debt agreements contain provisions which 
could require VoiceStream to repay the debt upon a change in control.   

   The 4.44 billion euros senior secured credit facility, which we refer to as
the "Credit Facility", contains a provision whereby a change in control,
  together with an affirmative vote of the majority of the lenders within 90
    days after the change in control occurs, constitutes an event of default. If
the event of default is declared, all principal and interest under the  
  Credit Facility becomes due and payable immediately. At September 30, 2000
  approximately 3.0 billion euros was outstanding under the credit facility.

 The 10 3/8% Senior Notes, the 11 1/2% Senior Notes and the 11 7/8% Senior
Discount Notes, which we refer collectively to as "Notes", contain      
 provisions whereby a change in control, together with a rating decline of
   the Notes would constitute a change in control triggering event. If such an
    event occurs, the holders of the Notes can require VoiceStream to repurchase
    the Notes, within 90 days of the occurrence of the event, at the greater of:
   (1) 101% plus unpaid interest, and (2) the sum of the present values of the
remaining scheduled payments of principal and interest. At September 30,
2000 approximately 3.0 billion euros in Notes were outstanding.         

 The pro forma condensed combined balance sheet assumes that the change in
    control will not result in the repayment of the debt outstanding under these
agreements, and therefore, outstanding debt amounts have not been       
reclassified as current.                                                

(k) The actual consideration and resulting goodwill for the Deutsche            
Telekom/VoiceStream merger could change due to the exercise of stock    
options, warrants, put options or conversion of remaining outstanding   
preferred shares prior to the closing date.                             

    Exercise or conversion of all of these financial instruments would result in
    approximately 99.5 million additional Deutsche Telekom ordinary shares being
issued, 3.5 billion euros of additional consideration and goodwill and  
  additional amortization expense of approximately 130 million euros for the
nine months ended September 30, 2000 and 173 million euros for the year 
   ended December 31, 1999. If such financial instruments are not exercised or
converted prior to the closing of the merger, the merger agreement      
stipulates that these financial instruments, upon exercise or conversion
thereof after                                                           

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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

the closing date of the merger, will be exchanged for or converted into 
equivalent Deutsche Telekom ordinary shares.                            

Note 5                                                                          

The incremental adjustment to intangible assets for the Deutsche      
Telekom/VoiceStream merger is comprised of the following:                       

                                                                [Download Table]
                                                                            
Fair value adjustment made to historical cost of FCC                        
  licenses..................................................      3,171,543 
Goodwill resulting from the Deutsche Telekom/VoiceStream                    
  merger....................................................     39,544,368 
VoiceStream historical intangible assets....................    (10,210,368)
                                                                ----------- 
Incremental adjustment to intangible assets.................     32,505,543 
                                                                =========== 

Note 6                                                                          

(a) This adjustment represents the elimination for accounting consolidation     
   purposes of Deutsche Telekom's investment of 5.7 billion euros ($5 billion)
in VoiceStream preferred shares on September 6, 2000. Deutsche Telekom's
  purchase of these shares was funded from partial proceeds of a global bond
offering closed on July 4, 2000.                                        

(b) The adjustment to preferred shares for the Deutsche Telekom/VoiceStream     
merger is comprised of the following:                                   

                                                                [Download Table]
                                                                           
Elimination of the junior convertible preferred shares (Note               
  4(b)).....................................................      (453,730)
Elimination of the convertible redeemable preferred shares                 
  held by Deutsche Telekom for accounting consolidation                    
  purposes (Note 6(a))......................................    (5,658,000)
                                                                ---------- 
                                                                (6,111,730)
                                                                ========== 

Note 7                                                                          

     This adjustment represents the 8.5 billion euros to be borrowed to fund the
cash consideration portion of the Deutsche Telekom/VoiceStream merger disclosed 
in Note 4(d).                                                                   

Note 8                                                                          

The adjustment to capital shares for the Deutsche Telekom/VoiceStream 
merger is comprised of the following:                                           

                                                                [Download Table]
                                                                           
Notional par value of Deutsche Telekom ordinary shares to be               
  issued (Note 4)...........................................     1,986,447 
Elimination of the par value of VoiceStream common shares to               
  be acquired...............................................          (258)
                                                                ---------- 
                                                                 1,986,189 
                                                                ========== 

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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 9                                                                          

    The adjustment of 98.0 million euros represents estimated merger and stock
registration costs to be incurred by Deutsche Telekom. Under German GAAP, legal,
accounting and other fees of 31.0 million euros are not capitalizable as part of
the purchase price and accordingly have been recorded as an adjustment to net   
income (loss). The total estimated liability is as follows:                     

                                                                [Download Table]
                                                                       
Bankers' fees...............................................     67,000
Legal, accounting and other fees............................     31,000
                                                                -------
                                                                 98,000
                                                                =======

Note 10                                                                         

  The adjustment to net income (loss) is comprised of the following items:

                                                                [Download Table]
                                                                          
Merger related costs to be expensed for German GAAP purposes              
  (Note 9)..................................................      (31,000)
Elimination of VoiceStream's historical net loss recorded                 
  prior to the pro forma merger date of September 30,                     
  2000......................................................    1,462,212 
                                                                --------- 
                                                                1,431,212 
                                                                ========= 

Note 11                                                                         

The adjustment to additional paid-in capital for the Deutsche         
Telekom/VoiceStream merger is comprised of the following:                       

                                                                [Download Table]
                                                                            
Fair value of Deutsche Telekom ordinary shares to be issued                 
  (Note 4)..................................................     32,015,943 
Less: Notional par value of Deutsche Telekom ordinary shares                
  to be issued (Note 8).....................................     (1,986,447)
Fair value of stock options, warrants and restricted shares                 
  to be issued by Deutsche Telekom (Note 4(e))..............      1,123,042 
Elimination of VoiceStream's historical additional paid-in                  
  capital...................................................    (11,569,921)
                                                                ----------- 
                                                                 19,582,617 
                                                                =========== 

Note 12                                                                         

The adjustment to deferred compensation for the Deutsche              
Telekom/VoiceStream merger is comprised of the following:                       

                                                                [Download Table]
                                                                         
Fair value of the unvested stock options and warrants to be              
  issued by Deutsche Telekom (Note 4(f))....................    (241,110)
Elimination of VoiceStream's historical deferred                         
  compensation..............................................      44,154 
                                                                -------- 
                                                                (196,956)
                                                                ======== 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 13                                                                         

The adjustment represents the elimination of VoiceStream's historical 
unappropriated net losses carried over from previous years.                     

Note 14                                                                         

  The Deutsche Telekom/Powertel merger will result in an allocation of the
purchase price to the tangible and intangible assets and liabilities of         
Powertel. The transaction is not expected to result in an incremental deferred  
tax liability. The allocation reflects the estimated fair value of the assets   
and liabilities acquired by Deutsche Telekom based upon information available at
the date of the preparation of the accompanying pro forma condensed combined    
financial statements and 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.                                                                         

    Under German GAAP, the aggregate purchase price was calculated as follows:

                                                                [Download Table]
                                                                         
Powertel restricted and common shares outstanding(a)........      31,499 
Conversion of Powertel preferred shares and cumulative                   
  dividends to common shares (b)............................      17,953 
                                                              ---------- 
          Pro forma Powertel common shares outstanding......      49,452 
Deutsche Telekom exchange ratio per share(c)................      2.6353 
                                                              ---------- 
Equivalent Deutsche Telekom ordinary shares.................     130,321 
Deutsche Telekom share price(d).............................       41.26 
                                                              ---------- 
Subtotal (notional par value 333,622).......................   5,377,059 
Fair value of liabilities of Powertel at September 30,                   
  2000(g)...................................................   1,485,306 
Option and warrant conversion costs(e)......................     232,875 
Merger related costs(f).....................................      11,316 
                                                              ---------- 
          Total consideration(j)............................   7,106,556 
Deferred compensation related to unvested grants(i).........     (18,866)
Fair value of tangible assets acquired(h)...................  (1,053,035)
Fair value of intangible assets acquired....................    (879,872)
                                                              ---------- 
          Preliminary goodwill..............................   5,154,783 
                                                              ========== 

---------------                                                                 
(a) The outstanding Powertel common and restricted shares as of November 15,    
2000.                                                                   

(b) These shares relate to the Powertel preferred shares which will be converted
into Deutsche Telekom ordinary shares as part of the merger.            

(c) Pursuant to the merger agreement the exchange ratio is 2.6353 Deutsche      
Telekom ordinary shares for each Powertel common share.                 

(d) Deutsche Telekom ordinary shares issued in consideration for the acquisition
of Powertel would be valued based on the quoted market price as of the  
closing date of the transaction. The share price is based on the closing
  price of Deutsche Telekom ordinary shares on November 15, 2000, the latest
practicable date. For each 10 euro increase or decrease in the Deutsche 
Telekom ordinary share price,                                           

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 the merger consideration amount would increase or decrease by 1.3 billion
euros and annual amortization expense would increase or decrease by 65  
million euros.                                                          

(e) This amount represents the fair value, based on a Black-Scholes valuation of
Deutsche Telekom options and warrants to be issued in exchange for      
outstanding Powertel options and warrants at the time of the Deutsche   
   Telekom/Powertel merger. The calculation is based on the number of Powertel
  options and warrants outstanding, the exchange ratio as defined above, and
the share price of Deutsche Telekom ordinary shares.                    

(f) Anticipated merger costs to be capitalized by Deutsche Telekom as a result  
of the Deutsche Telekom/Powertel merger represents bankers' fees.       

(g) Powertel has issued certain senior notes which contain provisions that      
   require Powertel to offer repayment of outstanding amounts when a change of
control occurs. Additionally, the holders of the debt issued under these
agreements are entitled to a prepayment premium which at March 31, 2001 
would be $7.1 million.                                                  

    The pro forma condensed combined balance sheet assumes that the lenders will
not accept the offer of Powertel to repay amounts outstanding, and      
 therefore, no outstanding debt amounts have been reclassified as current.

The aggregate amount of principal maturities, including any prepayment  
premiums, of Powertel's long-term debt at September 30, 2000, should the
  holders accept the offer of repayment, is approximately 1.4 billion euros.
   It is assumed that the offer to repurchase would commence within 30 days of
the completion of the Deutsche Telekom/Powertel merger.                 

(h) The estimated fair market value of the Powertel tangible assets acquired is 
   based on preliminary valuations using assumptions we believe are reasonable
pending finalization of the purchase price allocation process.          

(i) A portion of the intrinsic value of the unvested Powertel options to be     
converted into Deutsche Telekom options for which performance of future 
  service is required has been recorded as deferred compensation and will be
expensed over the remaining vesting period.                             

Note 15                                                                         

The adjustment to intangible assets for the Deutsche Telekom/Powertel 
merger is comprised of the following:                                           

                                                                [Download Table]
                                                                       
Fair value adjustment made to historical cost of FCC                   
  licenses..................................................    489,836
Goodwill (Note 14)..........................................  5,154,783
                                                              ---------
                                                              5,644,619
                                                              =========

Note 16                                                                         

   The adjustment to capital shares for the Deutsche Telekom/Powertel merger
is comprised of the following:                                                  

                                                                [Download Table]
                                                                      
Notional par value of Deutsche Telekom ordinary shares to be          
  issued (Note 14)..........................................  333,622 
Elimination of the par value of Powertel common shares to be          
  acquired..................................................     (355)
                                                              ------- 
                                                              333,267 
                                                              ======= 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 17                                                                         

    The adjustment represents the elimination of Powertel's unappropriated net
losses carried over from previous years.                                        

Note 18                                                                         

The adjustment to additional paid-in capital for the Deutsche         
Telekom/Powertel merger is comprised of the following:                          

                                                                [Download Table]
                                                                        
Fair value of Deutsche Telekom ordinary shares to be issued             
  (Note 14).................................................  5,377,059 
Less: Notional par value of Deutsche Telekom ordinary shares            
  to be issued (Note 16)....................................   (333,622)
Fair value of stock options, warrants and restricted shares             
  to be issued by Deutsche Telekom (Note 14(e)).............    232,875 
Elimination of Powertel's historical additional paid-in                 
  capital...................................................   (588,820)
                                                              --------- 
                                                              4,687,492 
                                                              ========= 

Note 19                                                                         

  This adjustment represents estimated merger and stock registration costs
for Powertel to be incurred by Deutsche Telekom. Under German GAAP, legal,      
accounting and other fees are not capitalizable as part of the purchase price   
and accordingly have been recorded as an adjustment to net income (loss). The   
total estimated liability is as follows:                                        

                                                                [Download Table]
                                                                    
Bankers' fees (Note 14).....................................  11,316
Legal, accounting and other fees............................   3,395
                                                              ------
                                                              14,711
                                                              ======

Note 20                                                                         

     The pro forma adjustment to net income (loss) is comprised of the following
items:                                                                          

                                                                [Download Table]
                                                                      
Merger related costs expensed for German GAAP purposes (Note          
  19).......................................................   (3,395)
Elimination of Powertel's historic loss recorded prior to             
  the pro forma merger date of September 30, 2000...........  183,934 
                                                              ------- 
                                                              180,539 
                                                              ======= 

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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 21                                                                         

The following summarizes the principal adjustments to reconcile       
shareholders' equity under German GAAP to the amounts that would have been      
reported had U.S. GAAP been applied.                                            

                                                        [Enlarge/Download Table]

                                                                   SEPTEMBER 30, 2000                                           
                         -------------------------------------------------------------------------------------------------------
                                                                                                                    ADJUSTED    
                                                                                                                    DEUTSCHE    
                                                                      DEUTSCHE                                      TELEKOM,    
                                                      VOICESTREAM      TELEKOM                    POWERTEL        VOICESTREAM   
                          DEUTSCHE                      MERGER           AND                       MERGER             AND       
                         TELEKOM(a)    VOICESTREAM    ADJUSTMENTS    VOICESTREAM   POWERTEL      ADJUSTMENTS        POWERTEL    
                         -----------   -----------    -----------    -----------   --------      -----------    ----------------
                                                                                                                                
Shareholders' equity                                                                                                            
  under German GAAP....  43,632,000    14,953,671     18,261,110     76,846,781     (42,235)      5,629,908        82,434,454   
Value-added tax........      55,000            --             --         55,000          --              --            55,000   
Software costs.........     209,000         1,934(b)          --        210,934          --              --           210,934   
Personnel restructuring                                                                                                         
  costs................      56,000            --             --         56,000          --              --            56,000   
Employee share purchase                                                                                                         
  plans................      13,000            --             --         13,000          --              --            13,000   
Deferred income/                                                                                                                
  derivatives..........    (210,000)           --             --       (210,000)         --              --          (210,000)  
Maintenance accruals...      46,000         4,002(c)          --         50,002       2,632(c)           --            52,634   
Goodwill and intangible                                                                                                         
  differences..........   1,572,000            --      7,848,303(g)   9,420,303          --         415,716(g)      9,836,019   
Deferred financing.....          --       106,407(d)          --        106,407      16,390(d)           --           122,797   
Capitalized interest...          --        37,860(e)     (30,957)(e)      6,903      46,216(e)      (45,750)(e)         7,369   
License amortization...     465,000       201,513(f)    (201,513)(f)    465,000      12,793(f)      (12,793)(f)       465,000   
Sales leaseback........          --            --             --             --     (86,802)(h)      86,802(i)             --   
Income taxes...........  (1,398,000)           --             --     (1,398,000)         --              --        (1,398,000)  
Unrealized gains on                                                                                                             
  marketable                                                                                                                    
  securities...........   5,143,000            --             --      5,143,000          --              --         5,143,000   
Minority interest......  (2,227,000)     (347,906)(j)         --     (2,574,906)         --              --        (2,574,906)  
U.S. GAAP and German                                                                                                            
  GAAP equity                                                                                                                   
  differences..........          --    (6,111,730)(k)  6,111,730(k)          --    (172,251)(k)     172,251(k)             --   
Other differences......      70,000            --             --         70,000          --              --            70,000   
                         ----------    ----------     ----------     ----------    --------       ---------        ----------   
Shareholders' equity                                                                                                            
  under U.S. GAAP......  47,426,000     8,845,751     31,988,673     88,260,424    (223,257)      6,246,134        94,283,301   
                         ==========    ==========     ==========     ==========    ========       =========        ==========   

---------------                                                                 
(a) Deutsche Telekom's German to U.S. GAAP reconciling items are derived from   
Note 19 of the Deutsche Telekom unaudited interim consolidated financial
statements for the nine months ended September 30, 2000 incorporated by 
reference in this document.                                             

(b) Under German GAAP, internal software development costs are not capitalized. 
   This adjustment capitalizes and amortizes costs capitalizable for U.S. GAAP
purposes.                                                               

(c) Under German GAAP, maintenance accruals are recorded for costs to be        
incurred in future periods. These accruals were reversed for U.S. GAAP  
purposes.                                                               

(d) Under German GAAP, financing costs are expensed as incurred. This adjustment
   is to defer and amortize financing costs over the term of the loan for U.S.
GAAP purposes.                                                          

(e) Under German GAAP, interest related to construction projects is not         
    capitalized. Under U.S. GAAP, interest costs would be capitalized as part of
the asset being constructed.                                            

(f) Under German GAAP, license amortization commences on the date the license is
acquired. Under U.S. GAAP, amortization of these licenses would commence
upon the license being placed into service. This adjustment reverses the
    amortization expense recognized under German GAAP during the non-operational
period of the license.                                                  

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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(g) The application of German GAAP results in differences from U.S. GAAP related
to certain aspects of the accounting for the purchase of VoiceStream and
Powertel, which would result in the following adjustments:              

i)As discussed in note 4 (c) and 14 (c), under German GAAP Deutsche 
       Telekom ordinary shares issued in consideration for the acquisitions of
   VoiceStream and Powertel would be valued based on the quoted market
       price as of the closing dates. Under U.S. GAAP, the share price used to
      value the Deutsche Telekom ordinary shares issued in consideration for
     the acquisitions of VoiceStream and Powertel would be valued based on
  the quoted market price for a few days before and after the merger
      announcement dates of July 23, 2000 and August 28, 2000, respectively,
       which were 51.51 euro per share and 44.57 euro per share, respectively.
   This would result in additional merger consideration of 8.0 billion
euros and 433 million euros for the VoiceStream and Powertel    
acquisition, respectively.                                      

     Under U.S. GAAP, certain events could cause remeasurement of the fair
        value of the Deutsche Telekom ordinary shares issued for the acquisition
    of VoiceStream. At the close of the transaction, if, pursuant to the
       merger agreement, a decline in the Deutsche Telekom share price results
       in a reduction of the amount of total cash consideration to be received
        and/or an increase in Deutsche Telekom ordinary shares issued due to the
       tax-related adjustment provisions, a new measurement of the share price
   would be triggered. The effect of any remeasurement pursuant to the
   tax-related adjustment provisions would reduce the overall purchase
       price. For each 10 euro decrease in the Deutsche Telekom ordinary share
    price from the share price disclosed in the preceding paragraph, the
        VoiceStream merger consideration would decrease by 7.8 billion euros and
annual amortization would decrease by 390 million euros.        

     ii) Certain intangible assets including VoiceStream's tradename, subscriber
 base and assembled workforce have been recognized for U.S. GAAP
purchase accounting but not for German GAAP purposes. Based on
      preliminary valuations using assumptions we consider reasonable, the
         value ascribed to these intangible assets was approximately 3.1 billion
         euros. The asset lives for these assets have been estimated to be 20, 3
        and 3 years, respectively, resulting in additional annual amortization
of 265.2 million euros (nine months - 198.9 million euros).   

(h) Under German GAAP, the gain from the Powertel sales-leaseback transaction   
would be recognized immediately, whereas under U.S. GAAP, gains on      
 sales-leaseback transactions can be deferred under certain circumstances.
This adjustment defers the gain recognized under German GAAP.           

(i) For U.S. GAAP purposes, the gain deferred by Powertel for the sale and      
leaseback of towers is not valued in the purchase price allocation as it
provides no future benefit.                                             

(j) Under German GAAP, minority interest and mandatorily redeemable securities  
 are included in shareholders' equity. For U.S. GAAP purposes, these items
are classified as mezzanine on the balance sheet.                       

(k) Under U.S. GAAP, preferred shares that are mandatorily redeemable are       
excluded from shareholders' equity. Under German GAAP, these financial  
  instruments are classified as equity. Additionally, these preferred shares
   are assumed to be converted for pro forma purposes and have been eliminated
    to reconcile the U.S. GAAP pro forma shareholders' equity to the German GAAP
pro forma shareholders' equity.                                         

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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 22                                                                         

As discussed in Notes 12 and 14(i), Deutsche Telekom has recorded as  
deferred compensation expense a portion of the intrinsic value of the unvested  
stock options for which future service is required related to the unvested      
portion of stock options issued as part of the Deutsche Telekom/VoiceStream     
merger and the Deutsche Telekom/Powertel merger. This expense is being          
recognized over the remaining future vesting periods of the VoiceStream and     
Powertel grants estimated to be an average of 2.8 and 1.2 years, respectively.  

Additionally, as part of the Deutsche Telekom/VoiceStream and Deutsche
Telekom/Powertel merger agreements, Deutsche Telekom has agreed to pay existing 
management and employee retention and incentive bonuses and grant options. The  
payments will be recorded as period expenses in the period subsequent to the    
mergers. The total amount currently estimated to be paid out is 150 million     
euros. Since these costs are non-recurring in nature, no associated compensation
expense has been recognized in the pro forma statements of operations.          

Note 23                                                                         

     This adjustment represents additional depreciation and amortization expense
recognized as part of the purchase price allocation to tangible and intangible  
assets. These tangible and intangible assets are being amortized over their     
useful lives as follows:                                                        

                                                                [Download Table]
                                                                           
Property, plant and equipment...............................  3 to 20 years
Goodwill....................................................       20 years
Licenses....................................................       20 years

Note 24                                                                         

  Deutsche Telekom obtained financing to fund its initial 5.7 billion euro
investment in VoiceStream preferred shares and will borrow additional amounts to
fund the cash portion of the Deutsche Telekom/ VoiceStream merger consideration.
The pro forma adjustment represents additional interest expense that would have 
been incurred had the merger or the investment occurred at the beginning of the 
period. Interest expense was calculated using Deutsche Telekom's weighted       
average borrowing rate of 7.44%.                                                

Note 25                                                                         

  This adjustment represents the tax benefit resulting from the additional
interest expense to be recognized by Deutsche Telekom as described in Note 24.  

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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 26                                                                         

    The following summarizes the principal adjustments to reconcile net income
(loss) under German GAAP to the amounts that would have been reported had U.S.  
GAAP been applied.                                                              

                                                        [Enlarge/Download Table]

                                                         SEPTEMBER 30, 2000                             
                                 -------------------------------------------------------------------    

                                                                               DEUTSCHE                 
                                                             VOICESTREAM        TELEKOM                 
                                  DEUTSCHE                     MERGER             AND                   
                                 TELEKOM(a)   VOICESTREAM    ADJUSTMENTS      VOICESTREAM   POWERTEL    
                                 ----------   -----------    -----------      -----------   --------    
                                                                                                        
Unaudited pro forma net income                                                                          
  (loss) under German GAAP...... 8,445,000    (1,709,945)    (1,728,662)       5,006,393    (168,902)   
Value-added tax.................  (141,000)           --             --         (141,000)         --    
Software costs..................    33,000           882(b)          --           33,882          --    
Personnel restructuring                                                                                 
  accrual.......................   (81,000)           --             --          (81,000)         --    
Employee share purchase plans...    15,000            --             --           15,000          --    
Deferred income/derivatives.....   (66,000)           --             --          (66,000)         --    
Maintenance accrual.............     4,000            --             --            4,000          --    
Share offering costs............    94,000            --             --           94,000          --    
Goodwill/intangible                                                                                     
  differences...................   (71,000)           --       (493,164)(f)     (564,164)         --    
Deferred financing..............    23,000        (5,903)(c)         --           17,097      (2,924)(c)
Capitalized interest............        --        (2,263)(d)         --           (2,263)     (1,446)(d)
License amortization............   465,000         3,496(e)      12,214(e)       480,710         183(e) 
Sales-leaseback.................        --            --             --               --       7,104(g) 
Income taxes....................  (752,000)           --             --         (752,000)         --    
Mark to market of available for                                                                         
  sale securities...............        --        22,327(i)          --           22,327          --    
Gain on subsidiary stock issued                                                                         
  as part of a business                                                                                 
  combination................... 1,822,000            --             --        1,822,000          --    
Other differences...............    22,000            --             --           22,000          --    
                                 ---------    ----------     ----------        ---------    --------    
Unaudited pro forma net income                                                                          
  (loss) under U.S. GAAP........ 9,812,000    (1,691,406)    (2,209,612)       5,910,982    (165,985)   
                                 =========    ==========     ==========        =========    ========    


                                      SEPTEMBER 30, 2000                                                
                                 -----------------------------                                          
                                                  ADJUSTED                                              
                                                  DEUTSCHE                                              
                                                  TELEKOM,                                              
                                  POWERTEL       VOICESTREAM                                            
                                   MERGER            AND                                                
                                 ADJUSTMENTS      POWERTEL                                              
                                 -----------     -----------                                            
                                                                                                        
Unaudited pro forma net income                                                                          
  (loss) under German GAAP......  (230,932)       4,606,559                                             
Value-added tax.................        --         (141,000)                                            
Software costs..................        --           33,882                                             
Personnel restructuring                                                                                 
  accrual.......................        --          (81,000)                                            
Employee share purchase plans...        --           15,000                                             
Deferred income/derivatives.....        --          (66,000)                                            
Maintenance accrual.............        --            4,000                                             
Share offering costs............        --           94,000                                             
Goodwill/intangible                                                                                     
  differences...................   (15,588)(f)     (579,752)                                            
Deferred financing..............        --           14,173                                             
Capitalized interest............        --           (3,709)                                            
License amortization............     2,357(e)       483,250                                             
Sales-leaseback.................    (7,104)(h)           --                                             
Income taxes....................        --         (752,000)                                            
Mark to market of available for                                                                         
  sale securities...............        --           22,327                                             
Gain on subsidiary stock issued                                                                         
  as part of a business                                                                                 
  combination...................        --        1,822,000                                             
Other differences...............        --           22,000                                             
                                  --------        ---------                                             
Unaudited pro forma net income                                                                          
  (loss) under U.S. GAAP........  (251,267)       5,493,730                                             
                                  ========        =========                                             

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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                                                     DECEMBER 31, 1999                                             
                         ----------------------------------------------------------------------------------------------------------
                                                                                                                       ADJUSTED    
                                                                                                                       DEUTSCHE    
                                                                       DEUTSCHE                                        TELEKOM,    
                                                     VOICESTREAM        TELEKOM                    POWERTEL          VOICESTREAM   
                          DEUTSCHE                     MERGER             AND                       MERGER               AND       
                         TELEKOM(a)   VOICESTREAM    ADJUSTMENTS      VOICESTREAM   POWERTEL      ADJUSTMENTS          POWERTEL    
                         ----------   -----------    -----------      -----------   --------      -----------      ----------------
                                                                                                                                   
Unaudited pro forma net                                                                                                            
  income (loss) under                                                                                                              
  German GAAP..........  1,253,000    (1,615,862)    (2,393,216)      (2,756,078)    (45,304)      (307,909)          (3,109,291)  
Value-added tax........    288,000            --             --          288,000          --             --              288,000   
Software costs.........    163,000           553(b)          --          163,553          --             --              163,553   
Personnel restructuring                                                                                                            
  accrual..............    (97,000)           --             --          (97,000)         --             --              (97,000)  
Employee share purchase                                                                                                            
  plans................    (17,000)           --             --          (17,000)         --             --              (17,000)  
Deferred                                                                                                                           
  income/derivatives...    (61,000)           --             --          (61,000)         --             --              (61,000)  
Maintenance accrual....      2,000            --             --            2,000          --             --                2,000   
Share offering costs...    238,000            --             --          238,000          --             --              238,000   
Goodwill/intangible                                                                                                                
  differences..........         --            --       (657,553)(f)     (657,553)         --        (20,784)(f)         (678,337)  
Deferred financing.....         --        34,309(c)          --           34,309      (1,919)(c)         --               32,390   
Capitalized interest...         --          (472)(d)         --             (472)       (949)(d)         --               (1,421)  
License amortization...         --        18,539(e)      30,163(e)        48,702         214(e)       3,141(e)            52,057   
Sales-leaseback........         --            --             --               --     (78,231)(g)      5,351(h)           (72,880)  
Income taxes...........   (244,000)           --             --         (244,000)         --             --             (244,000)  
Other differences......    (12,000)           --             --          (12,000)         --             --              (12,000)  
                         ---------    ----------     ----------       ----------    --------       --------           ----------   
Unaudited pro forma net                                                                                                            
  income (loss) under                                                                                                              
  U.S. GAAP............  1,513,000    (1,562,933)    (3,020,606)      (3,070,539)   (126,189)      (320,201)          (3,516,929)  
                         =========    ==========     ==========       ==========    ========       ========           ==========   

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

(a) Deutsche Telekom's German GAAP to U.S. GAAP reconciling items are derived   
  from Note 36 of the Deutsche Telekom consolidated financial statements for
the year ended December 31, 1999 and Note 19 of the Deutsche Telekom    
unaudited interim consolidated financial statements for the nine months 
ended September 30, 2000, incorporated by reference in this document.   

(b) Under German GAAP, internal software development costs are not capitalized. 
   This adjustment capitalizes and amortizes costs capitalizable for U.S. GAAP
purposes.                                                               

(c) Under German GAAP, financing costs are expensed as incurred. This adjustment
   is to defer and amortize financing costs over the term of the loan for U.S.
GAAP purposes.                                                          

(d) Under German GAAP, interest is not capitalized related to construction      
projects. Under U.S. GAAP interest costs are capitalized as part of the 
asset being constructed.                                                

(e) Under German GAAP, license amortization commences on the date the license is
acquired. Under U.S. GAAP, amortization of these licenses would commence
upon the asset being placed into service. This adjustment reverses the  
amortization expense recognized under German GAAP during the non-       
operational period of the license.                                      

(f) As discussed in note 21(g), the application of German GAAP results in       
   differences from U.S. GAAP related to certain aspects of the accounting for
the purchase of VoiceStream and Powertel, which would result in the     
following adjustments:                                                  

i) Under U.S. GAAP, goodwill amortization would be increased due to   
  valuation differences in the ordinary shares issued as acquisition
consideration. Annual goodwill amortization would increase      

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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 by 400 million euros and 22 million euros for the VoiceStream and
  Powertel mergers respectively (9 months - 300 million euros and 16
million euros);                                                 

     ii) Certain intangible assets including VoiceStream's tradename, subscriber
 base and assembled workforce have been recognized for U.S. GAAP
purchase accounting but not for German GAAP purposes. Based on
      preliminary valuations using assumptions we consider reasonable, the
         value ascribed to these intangible assets was approximately 3.1 billion
         euros. The asset lives for these assets have been estimated to be 20, 3
        and 3 years, respectively, resulting in additional annual amortization
of 265.2 million euros (nine months - 198.9 million euros).   

(g) Under German GAAP, the gains from the Powertel sale-leaseback transaction   
would be recognized immediately whereas under U.S. GAAP, gains on       
sale-leaseback transactions can be deferred under certain circumstances.
This adjustment defers the gain recognized for German GAAP purposes.    

(h) For U.S. GAAP purposes, the gain recognized by Powertel is not valued in the
purchase price allocation as it provides no future benefit.             

(i) Under U.S. GAAP mark to market adjustments for investments classified as    
   available for sale are recorded in other comprehensive income. Under German
GAAP investment write-downs are recorded against net income.            

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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 27                                                                         

The following summarizes the pro forma earnings (loss) per share      
calculation under German GAAP and U.S. GAAP:                                    

                                                        [Enlarge/Download Table]

                                                  DEUTSCHE TELEKOM                       DEUTSCHE TELEKOM,           
                                                  AND VOICESTREAM                     VOICESTREAM AND POWERTEL       
                                       --------------------------------------  --------------------------------------
                                       NINE MONTHS ENDED       YEAR ENDED      NINE MONTHS ENDED       YEAR ENDED    
                                       SEPTEMBER 30, 2000   DECEMBER 31, 1999  SEPTEMBER 30, 2000   DECEMBER 31, 1999
                                       ------------------   -----------------  ------------------   -----------------
                                                                                                                     
GERMAN GAAP:                                                                                                         
Pro forma net income (loss)...........      5,006,393          (2,756,078)          4,606,559          (3,109,291)   
                                           ==========          ==========          ==========          ==========    
Weighted average Deutsche Telekom                                                                                    
  common shares outstanding...........      3,025,000           2,884,000           3,025,000           2,884,000    
Shares issued in VoiceStream merger...        775,955             775,955             775,955             775,955    
Shares issued in Powertel merger......             --                  --             130,321             130,321    
                                           ----------          ----------          ----------          ----------    
Pro forma weighted average shares                                                                                    
  outstanding.........................      3,800,955           3,659,955           3,931,276           3,790,276    
                                           ==========          ==========          ==========          ==========    
Earnings (loss) per share.............           1.32               (0.75)               1.17               (0.82)   
                                           ==========          ==========          ==========          ==========    
U.S. GAAP-BASIC:                                                                                                     
Pro forma net income (loss)...........      5,910,982          (3,070,539)          5,493,730          (3,516,929)   
                                           ==========          ==========          ==========          ==========    
Weighted average Deutsche Telekom                                                                                    
  common shares outstanding...........      3,025,000           2,884,000           3,025,000           2,884,000    
Shares issued in VoiceStream merger...        775,955             775,955             775,955             775,955    
Shares issued in Powertel merger......             --                  --             130,321             130,321    
                                           ----------          ----------          ----------          ----------    
Pro forma weighted average shares                                                                                    
  outstanding.........................      3,800,955           3,659,955           3,931,276           3,790,276    
                                           ==========          ==========          ==========          ==========    
Basic pro forma earnings (loss) per                                                                                  
  share...............................           1.56               (0.84)               1.40               (0.93)   
                                           ==========          ==========          ==========          ==========    
U.S. GAAP--DILUTIVE:                                                                                                 
Pro forma net income (loss)...........      5,910,982          (3,070,539)          5,493,730          (3,516,929)   
Add: Preferred stock dividends........          9,137                  --               9,137                  --    
Less: Losses in unconsolidated                                                                                       
  subsidiaries........................        (57,618)                 --             (57,618)                 --    
                                           ----------          ----------          ----------          ----------    
Adjusted pro forma net income                                                                                        
  (loss)..............................      5,862,501          (3,070,539)          5,445,249          (3,516,929)   
                                           ==========          ==========          ==========          ==========    
Weighted average Deutsche Telekom                                                                                    
  common shares outstanding...........      3,025,000           2,884,000           3,025,000           2,884,000    
Shares issued in VoiceStream merger...        775,955             775,955             775,955             775,955    
Shares issued in Powertel merger......             --                  --             130,321             130,321    
Effect of dilutive securities:                                                                                       
  Subsidiary pro forma shares(b)......         31,710                  --              31,710                  --    
  Unconsolidated subsidiary put                                                                                      
    options(b)........................         47,499                  --              47,499                  --    
  Stock options.......................        132,126                  --             145,502                  --    
                                           ----------          ----------          ----------          ----------    
Pro forma weighted average shares                                                                                    
  outstanding.........................      4,012,290           3,659,955           4,155,987           3,790,276    
                                           ==========          ==========          ==========          ==========    
Diluted pro forma earnings (loss) per                                                                                
  share...............................           1.46               (0.84)(a)            1.31               (0.93)(a)
                                           ==========          ==========          ==========          ==========    

---------------                                                                 
(a) All potentially convertible securities as of December 31, 1999 were         
   anti-dilutive, and accordingly have not been included in the calculation of
dilutive earnings (loss) per share under U.S. GAAP.                     
(b) Adjustment to include the impact of dilutive convertible securities.        

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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 28 Pro Forma Balance Sheet of VoiceStream at September 30, 2000            

  The table below sets out the adjustments to convert the VoiceStream U.S.
GAAP and U.S. dollars consolidated balance sheet as at September 30, 2000       
derived from the unaudited Quarterly Report on Form 10-Q filed with the SEC for 
the nine months ended September 30, 2000 to Deutsche Telekom's accounting       
policies under German GAAP and euros.                                           

                                                        [Enlarge/Download Table]

                                                                                  SEPTEMBER 30, 2000                      
                                                             -------------------------------------------------------------
                                                             HISTORICAL    GERMAN GAAP     VOICESTREAM       VOICESTREAM  
                                                             VOICESTREAM   ADJUSTMENTS   PRE-ACQUISITION   PRE-ACQUISITION
                                                             -----------   -----------   ---------------   ---------------
                                                                US $          US $            US $              EUROS     
                                                               NOTE 34       NOTE 36                           NOTE 38    
                                                                                                                          
ASSETS                                                                                                                    
NONCURRENT ASSETS                                                                                                         
Intangible assets...........................................  11,024,908    (178,078)(f)    10,725,441        12,136,909  
                                                                             (94,032)(d)                                  
                                                                             (27,357)(e)                                  
Property, plant and equipment...............................   2,195,000      (6,100)(e)     2,187,191         2,475,025  
                                                                              (1,709)(b)                                  
Financial assets............................................   1,195,242          --         1,195,242         1,352,536  
                                                             -----------    --------       -----------       -----------  
                                                              14,415,150    (307,276)       14,107,874        15,964,470  
                                                             -----------    --------       -----------       -----------  
CURRENT ASSETS                                                                                                            
Inventories.................................................     509,531          --           509,531           576,585  
Receivables.................................................     324,250          --           324,250           366,921  
Other assets................................................      52,413          --            52,413            59,311  
Marketable securities.......................................       3,623          --             3,623             4,100  
Liquid assets...............................................   4,107,518          --         4,107,518         4,648,067  
                                                             -----------    --------       -----------       -----------  
                                                               4,997,335          --         4,997,335         5,654,984  
                                                             -----------    --------       -----------       -----------  
PREPAID EXPENSES, DEFERRED CHARGES AND DEFERRED TAXATION....      17,390          --            17,390            19,679  
                                                             -----------    --------       -----------       -----------  
                                                              19,429,875    (307,276)       19,122,599        21,639,133  
                                                             ===========    ========       ===========       ===========  
SHAREHOLDERS' EQUITY AND LIABILITIES                                                                                      
SHAREHOLDERS' EQUITY                                                                                                      
Preferred stock.............................................   5,400,963          --         5,400,963         6,111,730  
Capital stock...............................................         228          --               228               258  
Additional paid-in capital..................................  10,224,391          --        10,224,391        11,569,921  
Deferred compensation.......................................     (39,019)         --           (39,019)          (44,154) 
Retained deficit............................................     (30,793)     20,818(a)         (9,975)          (11,288) 
Unappropriated net loss carried forward from previous                                                                     
  years.....................................................  (1,062,898)   (174,819)(f)    (1,377,245)       (1,558,490) 
                                                                             (99,537)(d)                                  
                                                                              (3,537)(c)                                  
                                                                             (35,566)(e)                                  
                                                                                (888)(b)                                  
Net loss....................................................  (1,274,879)     (3,259)(f)    (1,292,163)       (1,462,212) 
                                                                               5,505(d)                                   
                                                                               2,109(e)                                   
                                                                             (20,818)(a)                                  
                                                                                (821)(b)                                  
Minority interest...........................................     307,446          --           307,446           347,906  
                                                             -----------    --------       -----------       -----------  
                                                              13,525,439    (310,813)       13,214,626        14,953,671  
                                                             -----------    --------       -----------       -----------  
ACCRUALS                                                                                                                  
Other accruals..............................................     324,867       3,537(c)        328,404           371,622  
                                                             -----------    --------       -----------       -----------  
LIABILITIES                                                                                                               
Debt........................................................   5,095,315          --         5,095,315         5,765,858  
Other liabilities...........................................     484,254          --           484,254           547,982  
                                                             -----------    --------       -----------       -----------  
                                                               5,579,569          --         5,579,569         6,313,840  
                                                             -----------    --------       -----------       -----------  
                                                              19,429,875    (307,276)       19,122,599        21,639,133  
                                                             ===========    ========       ===========       ===========  

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 29 Pro Forma Balance Sheet of Powertel at September 30, 2000               

    The table below sets out the adjustments to convert the Powertel U.S. GAAP
and U.S. dollars consolidated balance sheet as at September 30, 2000 derived    
from the unaudited Quarterly Report on Form 10-Q filed with the SEC for the nine
months ended September 30, 2000 to Deutsche Telekom's accounting policies under 
German GAAP and euros.                                                          

                                                        [Enlarge/Download Table]

                                                                                  SEPTEMBER 30, 2000                     
                                                             ------------------------------------------------------------
                                                             HISTORICAL   GERMAN GAAP   PRE-ACQUISITION   PRE-ACQUISITION
                                                              POWERTEL    ADJUSTMENTS      POWERTEL          POWERTEL    
                                                             ----------   -----------   ---------------   ---------------
                                                                US $         US $            US $              EUROS     
                                                              NOTE 34       NOTE 36                           NOTE 38    
                                                                                                                         
ASSETS                                                                                                                   
NONCURRENT ASSETS                                                                                                        
Intangible assets...........................................   407,106      (14,484)(d)      344,677           390,036   
                                                                            (36,640)(e)                                  
                                                                            (11,305)(f)                                  
Property, plant and equipment...............................   579,060       (4,201)(e)      574,859           650,510   
Financial assets............................................    34,458           --           34,458            38,993   
                                                             ---------      -------        ---------         ---------   
                                                             1,020,624      (66,630)         953,994         1,079,539   
                                                             ---------      -------        ---------         ---------   
CURRENT ASSETS                                                                                                           
Inventories.................................................    21,691           --           21,691            24,546   
Receivables.................................................    45,871           --           45,871            51,908   
Other assets................................................     2,924           --            2,924             3,309   
Liquid assets...............................................   234,189           --          234,189           265,007   
                                                             ---------      -------        ---------         ---------   
                                                               304,675           --          304,675           344,770   
                                                             ---------      -------        ---------         ---------   
PREPAID EXPENSES, DEFERRED CHARGES AND DEFERRED TAXATION....    16,580           --           16,580            18,762   
                                                             ---------      -------        ---------         ---------   
                                                             1,341,879      (66,630)       1,275,249         1,443,071   
                                                             =========      =======        =========         =========   
SHAREHOLDERS' EQUITY AND LIABILITIES                                                                                     
SHAREHOLDERS' EQUITY                                                                                                     
Preferred stock.............................................   152,222           --          152,222           172,254   
Capital stock...............................................       314           --              314               355   
Additional paid-in capital..................................   520,343           --          520,343           588,820   
Unappropriated net loss carried forward from previous                                                                    
  year......................................................  (563,190)     (17,210)(d)     (547,658)         (619,730)  
                                                                            (42,189)(e)                                  
                                                                             (6,074)(f)                                  
                                                                             (2,326)(c)                                  
                                                                             83,331(g)                                   
Net loss....................................................  (154,762)       2,726(d)      (162,543)         (183,934)  
                                                                              1,348(e)                                   
                                                                             (5,231)(f)                                  
                                                                             (6,624)(g)                                  
                                                             ---------      -------        ---------         ---------   
                                                               (45,073)       7,751          (37,322)          (42,235)  
                                                             ---------      -------        ---------         ---------   
ACCRUALS                                                                                                                 
Other accruals..............................................    31,360        2,326           33,686            38,119   
                                                             ---------      -------        ---------         ---------   
LIABILITIES                                                                                                              
Debt........................................................ 1,231,063           --        1,231,063         1,393,071   
Other liabilities...........................................    39,914           --           39,914            45,167   
                                                             ---------      -------        ---------         ---------   
                                                             1,270,977           --        1,270,977         1,438,238   
                                                             =========      =======        =========         =========   
DEFERRED INCOME.............................................    84,615      (76,707)           7,908             8,949   
                                                             ---------      -------        ---------         ---------   
                                                             1,341,879      (66,630)       1,275,249         1,443,071   
                                                             =========      =======        =========         =========   

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 30 Pro Forma VoiceStream Statement of Operations for the Nine Months Ended 
September 30, 2000                                                              

(a) The table below sets out the adjustments to convert the pro forma           
   VoiceStream U.S. GAAP and U.S. dollars consolidated statement of operations
    derived from the unaudited Quarterly Reports on Form 10-Q filed with the SEC
for the nine months ended September 30, 2000 to Deutsche Telekom's      
accounting policies under German GAAP and euros. See Note 30(b) for     
disclosures regarding the Adjusted Historical VoiceStream column below. 

                                                        [Enlarge/Download Table]

                                                                 SEPTEMBER 30, 2000                      
                                            -------------------------------------------------------------
                                             ADJUSTED                                                    
                                            HISTORICAL    GERMAN GAAP     VOICESTREAM       VOICESTREAM  
                                            VOICESTREAM   ADJUSTMENTS   PRE-ACQUISITION   PRE-ACQUISITION
                                            -----------   -----------   ---------------   ---------------
                                               US $          US $            US $              EUROS     
                                              NOTE 34       NOTE 37                           NOTE 38    
                                                                                                         
Net revenue................................  1,453,924           --        1,453,924         1,559,333   
Other owned capitalized costs..............     87,212           --           87,212            93,535   
                                            ----------      -------       ----------        ----------   
Total operating performance................  1,541,136           --        1,541,136         1,652,868   
Other operating income.....................     63,226           --           63,226            67,810   
Goods and services purchased...............   (746,284)          --         (746,284)         (800,389)  
Personnel costs............................   (374,361)      (1,340)(a)     (375,701)         (402,939)  
Depreciation and amortization..............   (718,236)      (3,259)(d)     (718,819)         (770,933)  
                                                                532(b)                                   
                                                              1,626(c)                                   
                                                                518(a)                                   
Other operating expenses...................   (890,920)          --         (890,920)         (955,512)  
Financial expense, net.....................   (418,162)       7,429(b)      (431,067)         (462,321)  
                                                                484(c)                                   
                                                            (20,818)(f)                                  
                                            ----------      -------       ----------        ----------   
Results from ordinary business                                                                           
  activities............................... (1,543,601)     (14,828)      (1,558,429)       (1,671,416)  
Extraordinary losses.......................         --       (2,457)(b)       (2,457)           (2,635)  
Taxes......................................    (17,973)          --          (17,973)          (19,276)  
                                            ----------      -------       ----------        ----------   
Loss after taxes........................... (1,561,574)     (17,285)      (1,578,859)       (1,693,327)  
Losses applicable to minority                                                                            
  shareholders.............................    (15,494)          --          (15,494)          (16,618)  
                                            ----------      -------       ----------        ----------   
Net loss................................... (1,577,068)     (17,285)      (1,594,353)       (1,709,945)  
                                            ==========      =======       ==========        ==========   

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(b) The table below consolidates the results of VoiceStream, Omnipoint and      
Aerial included in the pro forma VoiceStream consolidated statement of  
    operations in U.S. GAAP and U.S. dollars. The VoiceStream historical results
are derived from VoiceStream's unaudited Quarterly Reports on Form 10-Q 
filed with the SEC for the nine months ended September 30, 2000. The    
  Omnipoint results are derived from Omnipoint's unaudited Quarterly Reports
on Form 10-Q filed with the SEC for the period from January 1, 2000 to  
    February 24, 2000, the date of Omnipoint's merger with VoiceStream. Aerial's
results are derived from its statement of operations for the period from
January 1, 2000 to May 4, 2000, the date of Aerial's merger with        
VoiceStream.                                                            

                                                        [Enlarge/Download Table]

                                                             SEPTEMBER 30, 2000 (US $)                           
                                  -------------------------------------------------------------------------------
                                                                                        OMNIPOINT                
                                                                                           AND                   
                                                                             COOK        AERIAL        ADJUSTED  
                                  HISTORICAL    HISTORICAL   HISTORICAL     CARVE-      PURCHASE      HISTORICAL 
                                  VOICESTREAM   OMNIPOINT      AERIAL        OUT       ADJUSTMENTS    VOICESTREAM
                                  -----------   ----------   ----------   ----------   -----------    -----------
                                    NOTE 34      NOTE 34      NOTE 34        (i)         NOTE 35                 
                                                                                                                 
Net revenue......................  1,262,873      108,365      97,902      (15,216)           --       1,453,924 
Other owned capitalized costs....     84,304        2,722         267          (81)           --          87,212 
                                  ----------     --------     -------      -------      --------      ---------- 
Total operating performance......  1,347,177      111,087      98,169      (15,297)           --       1,541,136 
Other operating income...........     62,839           16         371           --            --          63,226 
Goods and services purchased.....   (655,092)     (48,063)    (50,046)       6,917            --        (746,284)
Personnel costs..................   (320,154)     (21,440)    (31,909)         604        (1,462)(c)    (374,361)
Depreciation and amortization....   (541,197)     (38,240)    (36,585)       4,658      (106,872)(d)    (718,236)
Other operating expenses.........   (766,037)     (88,608)    (47,270)      10,995            --        (890,920)
Financial income (expense),                                                                                      
  net............................   (375,132)     (56,386)     15,958       (2,542)          (60)(e)    (418,162)
                                  ----------     --------     -------      -------      --------      ---------- 
Results from ordinary business                                                                                   
  activities..................... (1,247,596)    (141,634)    (51,312)       5,335      (108,394)     (1,543,601)
Taxes............................    (15,276)         331      (3,025)          (3)           --         (17,973)
                                  ----------     --------     -------      -------      --------      ---------- 
Income (loss) after taxes........ (1,262,872)    (141,303)    (54,337)       5,332      (108,394)     (1,561,574)
Losses applicable to minority                                                                                    
  shareholders...................    (12,007)          --          --           --        (3,487)(f)     (15,494)
                                  ----------     --------     -------      -------      --------      ---------- 
Net Income (loss)................ (1,274,879)    (141,303)    (54,337)       5,332      (111,881)     (1,577,068)
                                  ==========     ========     =======      =======      ========      ========== 

(i) This column reflects the deconsolidation adjustments and the recording of   
VoiceStream's equity losses for certain Omnipoint operations which were 
 contributed to two joint ventures, Cook Inlet/VoiceStream GSM II and Cook
Inlet/VoiceStream GSM III, which we refer to as CIVS II and CIVS III,   
immediately prior to the Omnipoint merger with VoiceStream. The joint   
   ventures are owned 49.9% by VoiceStream and as such have been accounted for
under the equity method.                                                

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 31 Pro Forma Powertel Statement of Operations for the Nine Months Ended    
September 30, 2000                                                              

The table below sets out the adjustments to convert the Powertel U.S. GAAP and  
U.S. dollars consolidated statement of operations derived from the unaudited    
Quarterly Report on Form 10-Q filed with the SEC for the nine months ended      
September 30, 2000 to Deutsche Telekom's accounting policies under German GAAP  
and euros.                                                                      

                                                        [Enlarge/Download Table]

                                                                  SEPTEMBER 30, 2000                     
                                             ------------------------------------------------------------
                                             HISTORICAL   GERMAN GAAP   PRE-ACQUISITION   PRE-ACQUISITION
                                              POWERTEL    ADJUSTMENTS      POWERTEL          POWERTEL    
                                             ----------   -----------   ---------------   ---------------
                                                US $         US $            US $              EUROS     
                                              NOTE 34       NOTE 37                           NOTE 38    
                                                                                                         
Net revenue.................................   330,558                      330,558           354,523    
Other owned capitalized costs...............        --          --               --                --    
                                              --------      ------         --------          --------    
Total operating performance.................   330,558          --          330,558           354,523    
Other operating income......................       716          --              716               768    
Goods and services purchased................  (133,623)         --         (133,623)         (143,311)   
Personnel costs.............................   (69,834)         --          (69,834)          (74,897)   
Depreciation and amortization...............   (74,981)      1,348(c)       (73,804)          (79,155)   
                                                              (171)(d)                                   
Other operating expenses....................  (112,473)     (6,624)(e)     (119,097)         (127,732)   
Financial expense, net......................   (86,379)      2,726(b)       (83,653)          (89,718)   
                                              --------      ------         --------          --------    
Results from ordinary business activities...  (146,016)     (2,721)        (148,737)         (159,522)   
Taxes.......................................    (1,434)         --           (1,434)           (1,538)   
                                              --------      ------         --------          --------    
Loss after taxes............................  (147,450)     (2,721)        (150,171)         (161,060)   
Losses applicable to minority                                                                            
  shareholders..............................    (7,312)         --           (7,312)           (7,842)   
                                              --------      ------         --------          --------    
Net loss....................................  (154,762)     (2,721)        (157,483)         (168,902)   
                                              ========      ======         ========          ========    

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 32 Pro Forma VoiceStream Statement of Operations for the Year Ended        
December 31, 1999                                                               

(a) The table below sets out the adjustments to convert the pro forma           
   VoiceStream U.S. GAAP and U.S. dollars consolidated statement of operations
   derived from the Annual Report on Form 10-K filed with the SEC for the year
ended December 31, 1999 to Deutsche Telekom's accounting policies under 
    German GAAP and euros. See Note 32(b) for disclosures regarding the Adjusted
Historical VoiceStream column below.                                    

                                                        [Enlarge/Download Table]

                                                                  DECEMBER 31, 1999                      
                                            -------------------------------------------------------------
                                             ADJUSTED                                                    
                                            HISTORICAL    GERMAN GAAP     VOICESTREAM       VOICESTREAM  
                                            VOICESTREAM   ADJUSTMENTS   PRE-ACQUISITION   PRE-ACQUISITION
                                            -----------   -----------   ---------------   ---------------
                                               US $          US $            US $              EUROS     
                                              NOTE 34       NOTE 37                           NOTE 38    
                                                                                                         
Net revenue................................  1,042,118           --        1,042,118           978,330   
Other owned capitalized costs..............     31,013           --           31,013            29,115   
                                            ----------      -------       ----------        ----------   
Total operating performance................  1,073,131           --        1,073,131         1,007,445   
Other operating income.....................     52,055           --           52,055            48,869   
Goods and services purchased...............   (544,754)          --         (544,754)         (511,410)  
Personnel costs............................   (386,617)        (859)(a)     (387,476)         (363,759)  
Depreciation and amortization..............   (803,467)         270(a)      (822,099)         (771,778)  
                                                                485(c)                                   
                                                                361(b)                                   
                                                            (19,748)(d)                                  
Other operating expenses...................   (704,363)          --         (704,363)         (661,249)  
Financial expense, net.....................   (440,216)          18(c)      (436,073)         (409,381)  
                                                              4,125(b)                                   
                                            ----------      -------       ----------        ----------   
Results from ordinary business                                                                           
  activities............................... (1,754,231)     (15,348)      (1,769,579)       (1,661,263)  
Extraordinary losses.......................         --      (41,032)(b)      (41,032)          (38,520)  
Taxes......................................    115,028           --          115,028           107,987   
                                            ----------      -------       ----------        ----------   
Loss after taxes........................... (1,639,203)     (56,380)      (1,695,583)       (1,591,796)  
Losses applicable to minority                                                                            
  shareholders.............................    (25,635)          --          (25,635)          (24,066)  
                                            ----------      -------       ----------        ----------   
Net loss................................... (1,664,838)     (56,380)      (1,721,218)       (1,615,862)  
                                            ==========      =======       ==========        ==========   

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(b)  The table below consolidates the results of VoiceStream, Omnipoint and     
Aerial included in the pro forma VoiceStream consolidated statement of
operations in U.S. GAAP and U.S. dollars as derived from each entity's
   Annual Report on Form 10-K filed with the SEC for the year ended December
31, 1999.                                                             

                                                        [Enlarge/Download Table]

                                                               DECEMBER 31, 1999 (US $)                             
                                   ---------------------------------------------------------------------------------
                                                                                           OMNIPOINT                
                                                                                              AND                   
                                                                               COOK         AERIAL        ADJUSTED  
                                   HISTORICAL    HISTORICAL   HISTORICAL      CARVE-       PURCHASE      HISTORICAL 
                                   VOICESTREAM   OMNIPOINT      AERIAL         OUT        ADJUSTMENTS    VOICESTREAM
                                   -----------   ----------   ----------   ------------   -----------    -----------
                                     NOTE 34      NOTE 34      NOTE 34         (i)          NOTE 35                 
                                                                                                                    
Net revenue.......................   473,627       386,089      233,541      (51,139)            --       1,042,118 
Other owned capitalized costs.....    23,341         7,167          658         (153)            --          31,013 
                                    --------      --------     --------      -------       --------      ---------- 
Total operating performance.......   496,968       393,256      234,199      (51,292)            --       1,073,131 
Other operating income............     7,489        44,566           --           --             --          52,055 
Goods and services purchased......  (231,890)     (235,899)    (111,875)      34,910             --        (544,754)
Personnel costs...................  (166,629)     (125,914)     (92,178)       6,874         (8,770)(c)    (386,617)
Depreciation and amortization.....  (140,812)     (198,806)     (92,006)      26,684       (398,527)(d)    (803,467)
Other operating expenses..........  (284,469)     (316,273)    (148,736)      45,115             --        (704,363)
Financial expense, net............  (135,964)     (248,744)     (83,114)     (23,623)        (1,244)(e)    (440,216)
                                                                                             61,197(b)              
                                                                                             (8,724)(a)             
                                    --------      --------     --------      -------       --------      ---------- 
Results from ordinary business                                                                                      
  activities......................  (455,307)     (687,814)    (293,710)      38,668       (356,068)     (1,754,231)
Taxes.............................       568         5,878      108,582           --             --         115,028 
                                    --------      --------     --------      -------       --------      ---------- 
Income (loss) after taxes.........  (454,739)     (681,936)    (185,128)      38,668       (356,068)     (1,639,203)
Losses applicable to minority                                                                                       
  shareholders....................        --        (4,717)      15,782           --        (15,782)(g)     (25,635)
                                                                                            (20,918)(f)             
                                    --------      --------     --------      -------       --------      ---------- 
Net loss..........................  (454,739)     (686,653)    (169,346)      38,668       (392,768)     (1,664,838)
                                    ========      ========     ========      =======       ========      ========== 

(i)  This column reflects the deconsolidation adjustments and the recording of  
 VoiceStream's equity losses for certain Omnipoint operations which were
contributed to CIVS II and CIVS III immediately prior to the Omnipoint
    merger with VoiceStream. The joint ventures are owned 49.9% by VoiceStream
and as such have been accounted for under the equity method.          

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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 33 Pro Forma Powertel Statement of Operations for the Year Ended December  
31, 1999                                                                        

    The table below sets out the adjustments to convert the Powertel U.S. GAAP
and U.S. dollars consolidated income statement derived from the Annual Report on
Form 10-K filed with the SEC for the year ended December 31, 1999 to Deutsche   
Telekom's accounting policies under German GAAP and euros.                      

                                                        [Enlarge/Download Table]

                                                                  DECEMBER 31, 1999                      
                                             ------------------------------------------------------------
                                             HISTORICAL   GERMAN GAAP   PRE-ACQUISITION   PRE-ACQUISITION
                                              POWERTEL    ADJUSTMENTS      POWERTEL          POWERTEL    
                                             ----------   -----------   ---------------   ---------------
                                                US $         US $            US $              EUROS     
                                              NOTE 34       NOTE 37                           NOTE 38    
                                                                                                         
Net revenue.................................   283,411          --          283,411           266,063    
Other owned capitalized costs...............       288          --              288               270    
                                              --------      ------         --------          --------    
Total operating performance.................   283,699          --          283,699           266,333    
Other operating income......................   129,172      88,321(e)       217,493           204,180    
Goods and services purchased................  (130,514)         --         (130,514)         (122,525)   
Personnel costs.............................   (80,468)         --          (80,468)          (75,543)   
Depreciation and amortization...............   (89,180)      1,011(c)       (88,397)          (82,986)   
                                                              (228)(d)                                   
Other operating expenses....................  (125,606)     (4,989)(e)     (130,595)         (122,601)   
Financial expense, net......................  (108,183)      2,044(c)      (106,139)          (99,642)   
                                              --------      ------         --------          --------    
Results from ordinary business activities...  (121,080)     86,159          (34,921)          (32,784)   
Taxes.......................................    (3,586)         --           (3,586)           (3,367)   
                                              --------      ------         --------          --------    
Income (loss) after taxes...................  (124,666)     86,159          (38,507)          (36,151)   
Losses applicable to minority                                                                            
  shareholders..............................    (9,750)         --           (9,750)           (9,153)   
                                              --------      ------         --------          --------    
Net Loss....................................  (134,416)     86,159          (48,257)          (45,304)   
                                              ========      ======         ========          ========    

Note 34 Reclassifications                                                       

  Reclassifications have been made to the VoiceStream, Powertel, Omnipoint
and Aerial historical financial information presented under U.S. GAAP to conform
to Deutsche Telekom's presentation under German GAAP.                           

 As a result of the reclassifications, minority interest and mandatorily
redeemable preferred shares, which are treated as mezzanine under U.S. GAAP and 
excluded from shareholders' equity have been included in shareholders' equity   
for German GAAP presentation. Additionally, certain immaterial reclassifications
between assets and liabilities have been made.                                  

Note 35 Omnipoint and Aerial Merger Adjustments                                 

The proforma adjustments described below are necessary to effect the  
mergers as though they were completed at the beginning of the period.           

(a) This adjustment reflects financing expenses that would have been incurred   
due to the increase in borrowings related to the total $150 million     
    investment in Omnipoint made by VoiceStream during 1999 at a market interest
   rate of 10.3%. This adjustment assumes that VoiceStream purchased Omnipoint
Series A preferred shares as of January 1, 1999 and incurred interest   
expense due to an increase in borrowing to fund the purchase.           

(b) This adjustment reverses intercompany interest expense recorded by Aerial as
part of the merger transaction with VoiceStream.                        
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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(c) The adjustments represent additional costs recorded as a result of          
  modifications made to stock option agreements for an officer of Omnipoint.

(d) This adjustment represents the amortization of the additional purchase price
  allocated to FCC licenses and goodwill of Omnipoint and Aerial offset by a
reduction in depreciation expense as a result of the write-down to fair 
value of fixed assets acquired in the Omnipoint and Aerial mergers. FCC 
   licenses are amortized over a 40 year period and goodwill is amortized over
a 20 year period.                                                       

(e) Represents the amortization of the difference between the underlying net    
book value of the investments in CIVS II and CIVS III and the fair value
assigned to these investments at the time of the Omnipoint merger. This 
difference has been allocated to FCC licenses and goodwill and is being 
amortized over 40 years and 20 years, respectively.                     

(f) These adjustments represent dividends related to Omnipoint 7% convertible   
preferred shares which are reflected as minority interest expense by    
VoiceStream as a result of the Omnipoint merger.                        

(g) Represents the elimination of Aerial's historical minority interest loss and
minority interest, resulting from Sonera's conversion of its equity in  
Aerial Operating Company to equity in Aerial prior to the Aerial merger.

Note 36 U.S./German GAAP Balance Sheet Adjustments                              

Accounting principles generally accepted in Germany differ in certain 
material respects from those generally accepted in the U.S. The differences     
which are material to restating the historical consolidated or combined balance 
sheets of VoiceStream, Powertel, Omnipoint and Aerial in Notes 28 and 29 are    
described below.                                                                

(a)  Under U.S. GAAP mark to market adjustments for investments are classified  
as available for sale are recorded in other comprehensive income. For 
German GAAP investment write-downs are recorded against income.       

(b)  Under German GAAP, internal software development costs are not capitalized.
     This adjustment reverses the costs capitalized and related amortization for
U.S. GAAP purposes.                                                   

(c)  Under German GAAP, maintenance accruals are recorded for costs to be       
    incurred in future periods. These accruals were not recorded for U.S. GAAP
purposes.                                                             

(d)  Under German GAAP, financing costs are expensed as incurred. This          
  adjustment reverses the deferral and the amortization of financing costs
which are recorded for U.S. GAAP purposes.                            

(e)  Under German GAAP, interest related to construction projects is not        
     capitalized. Under U.S. GAAP, interest costs are capitalized as part of the
asset being constructed.                                              

(f)  Under German GAAP, FCC license amortization commences on the date the      
    license is acquired. Under U.S. GAAP, amortization of these licenses would
commence upon the license being placed into service. This adjustment  
reflects the additional amortization expense and reduction of net book
value of FCC licenses recognized under German GAAP during the         
non-operational period of the license.                                

(g)  Under German GAAP, the gain from the Powertel sale-leaseback transaction   
would be recognized immediately, whereas under U.S. GAAP, gains on    
  sale-leaseback transactions can be deferred under certain circumstances.
This adjustment recognizes the gain for German GAAP purposes.         

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DEUTSCHE TELEKOM
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED 
FINANCIAL STATEMENTS (CONTINUED)
(VOICESTREAM AND POWERTEL MERGERS)
(IN EUROS, EXCEPT AS OTHERWISE INDICATED) 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Note 37 US/German Statement of Operations Adjustments                           

Accounting principles generally accepted in Germany differ in certain 
material respects from those generally accepted in the U.S. The differences     
which are material to restating the historical consolidated or combined         
statement of operations of VoiceStream, Powertel, Omnipoint and Aerial in Notes 
30 to 33.                                                                       

(a) Under German GAAP, internal software development costs are not capitalized. 
This adjustment reverses the costs capitalized and related amortization 
costs for U.S. GAAP purposes.                                           

(b) Under German GAAP, financing costs are expensed as incurred. This adjustment
   reverses the deferral and related amortization of financing costs which are
recorded for U.S. GAAP purposes.                                        

(c) Under German GAAP, interest is not capitalized related to construction      
projects. Under U.S. GAAP interest costs are capitalized as part of the 
asset being constructed.                                                

(d) Under German GAAP, license amortization commences on the date the license is
acquired. Under U.S. GAAP, amortization of these licenses would commence
upon the asset being placed into service. This adjustment reflects the  
amortization expense recognized under German GAAP during the non-       
operational period of the license.                                      

(e) Under German GAAP, the gains from the Powertel sale-leaseback transaction   
would be recognized immediately whereas under U.S. GAAP, gains on       
sale-leaseback transactions can be deferred under certain circumstances.
These adjustments are to recognize the full gain realized on the sale   
  leaseback transaction in the period in which the transaction was completed
and reverses the amortization related to the gain in future periods for 
German GAAP purposes.                                                   

(f) Under U.S. GAAP mark to market and adjustments for investments classified as
 available for sale are recorded in other comprehensive income. For German
GAAP investment write-downs are recorded against income. This adjustment
records the write-down to income for German GAAP purposes.              

Note 38 Translation of Financial Statements                                     

VoiceStream, Powertel, Omnipoint and Aerial present their financial   
statements in U.S. dollars. Deutsche Telekom presents its financial statements  
in dollars. The results as restated under German GAAP, have been translated into
euros at the following average rates:                                           

                                                                [Download Table]

                                                               $           EUR 
                                                              ----        -----
                                                                               
12 months to December 31, 1999..............................  1.00    to  0.939
9 months to September 30, 2000..............................  1.00    to  1.073

   The balance sheet at September 30, 2000 in U.S. dollars as restated under
German GAAP, have been translated into euros at $1.00 to 1.1316 euros.          

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VOICESTREAM 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS 

   The following unaudited pro forma condensed combined financial statements
combine the historical consolidated balance sheets of VoiceStream and Powertel  
and statements of operations of VoiceStream, Omnipoint, Aerial and Powertel. The
VoiceStream/Powertel merger is contingent upon the termination of the Deutsche  
Telekom/VoiceStream merger. Should the VoiceStream merger with Deutsche Telekom 
be consummated, Powertel will also merge with Deutsche Telekom. These financial 
statements give effect to the VoiceStream/Powertel merger using the purchase    
method of accounting for a business combination.                                

We derived this information from the audited consolidated financial   
statements of VoiceStream, Omnipoint, Aerial and Powertel for the year ended    
December 31, 1999, the unaudited consolidated financial statements of           
VoiceStream and Powertel for the nine months ended September 30, 2000 and the   
unaudited financial statements of Omnipoint and Aerial for the periods ended    
February 24, 2000 and May 3, 2000, respectively. This information is only a     
summary and you should read it in conjunction with the historical financial     
statements and related notes of VoiceStream, Omnipoint, Aerial and Powertel and 
other information included in this filing or incorporated by reference.         

     The unaudited pro forma condensed combined statements of operations for the
year ended December 31, 1999 and the nine months ended September 30, 2000 assume
the VoiceStream mergers with Omnipoint, Aerial and Powertel were effected on    
January 1, 1999. The unaudited pro forma condensed combined balance sheet as of 
September 30, 2000 gives effect to the VoiceStream/Powertel merger as if it had 
occurred on September 30, 2000. The accounting policies of VoiceStream,         
Omnipoint, Aerial and Powertel are substantially comparable. Certain            
reclassifications have been made to Omnipoint, Aerial and Powertel's historical 
presentations to conform to VoiceStream's presentation. These reclassifications 
do not materially impact the companies' results of 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 companies will experience after the merger.    

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VOICESTREAM 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
SEPTEMBER 30, 2000
(IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                        POWERTEL        VOICESTREAM 
                                                                         MERGER         AND POWERTEL
                                          VOICESTREAM(1)  POWERTEL(2)  ADJUSTMENTS       PRO FORMA  
                                          --------------  -----------  -----------      ------------
                                                                                                    
ASSETS                                                                                              
  Current assets:                                                                                   
  Cash and cash equivalents..............  $ 4,107,518    $  234,189   $  (13,000)(5e)  $ 4,328,707 
  Accounts receivable, net...............      324,028        45,871           --           369,899 
  Inventory..............................      232,033        21,691           --           253,724 
  Prepaid expenses and other current                                                                
    assets...............................       67,630        19,504           --            87,134 
                                           -----------    ----------   ----------       ----------- 
         Total current assets............    4,731,209       321,255      (13,000)        5,039,464 
Property and equipment, net..............    2,497,426       579,060           --         3,076,486 
Goodwill, net............................    9,022,948            --    4,000,775(5)     13,023,723 
Licensing costs and other intangible                                                                
  assets, net............................    1,953,433       392,392      381,135(5)      2,726,960 
Investments in and advances to                                                                      
  unconsolidated affiliates..............    1,167,548        34,458           --         1,202,006 
Other assets.............................       57,089        14,714           --            71,803 
                                           -----------    ----------   ----------       ----------- 
                                           $19,429,653    $1,341,879   $4,368,910       $25,140,442 
                                           ===========    ==========   ==========       =========== 
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                
Current liabilities:                                                                                
  Accounts payable.......................  $   172,966    $   21,493   $       --       $   194,459 
  Accrued liabilities....................      437,998        45,791           --           483,789 
  Deferred revenues......................       42,962        11,898           --            54,860 
  Construction accounts payable..........      154,973            --           --           154,973 
  Current portion of long-term debt......       63,616        28,010           --            91,626 
                                           -----------    ----------   ----------       ----------- 
         Total current liabilities.......      872,515       107,192           --           979,707 
                                           -----------    ----------   ----------       ----------- 
Deferred gain on sale of assets..........                     76,707      (76,707)(6)            -- 
Long-term debt (see Note 7)..............    5,031,699     1,203,053           --         6,234,752 
                                           -----------    ----------   ----------       ----------- 
         Total long-term liabilities.....    5,031,699     1,279,760      (76,707)        6,234,752 
                                           -----------    ----------   ----------       ----------- 
Contingencies (see Note 16)..............                                                           
Junior preferred shares..................      400,963            --           --           400,963 
Convertible redeemable preferred                                                                    
  shares.................................    5,000,000            --           --         5,000,000 
Preferred shares of consolidated                                                                    
  subsidiary.............................      307,446       152,219     (152,219)(5)       307,446 
Shareholders' equity:                                                                               
  Common shares and paid-in capital......   10,224,619       521,476     (521,476)(8)    14,639,739 
                                                                        4,203,559(5)                
                                                                           14,576(10)               
                                                                          196,985(5d)               
  Deferred compensation..................      (39,019)         (816)         816(8)        (53,595)
                                                                          (14,576)(10)              
  Accumulated other comprehensive loss...      (30,793)           --           --           (30,793)
  Deficit................................   (2,337,777)     (717,952)     717,952(8)     (2,337,777)
                                           -----------    ----------   ----------       ----------- 
         Total shareholders' (deficit)                                                              
           equity........................    7,817,030      (197,292)   4,597,836        12,217,574 
                                           -----------    ----------   ----------       ----------- 
                                           $19,429,653    $1,341,879   $4,368,910       $25,140,442 
                                           ===========    ==========   ==========       =========== 

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. 

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VOICESTREAM 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                      OMNIPOINT                                                
                                                                     AND AERIAL       VOICESTREAM,                POWERTEL     
                                                                       MERGER          OMNIPOINT                   MERGER      
                          VOICESTREAM(1)  OMNIPOINT(3)  AERIAL(4)    ADJUSTMENTS       AND AERIAL   POWERTEL(2)  ADJUSTMENTS   
                          --------------  ------------  ---------  ---------------    ------------  -----------  -----------   
                                                                                                                               
Revenues:                                                                                                                      
  Subscriber revenues...   $   780,708     $  34,765    $ 75,155      $      --       $   890,628   $  180,812    $      --    
  Prepaid revenues......       162,253        38,180      10,052             --           210,485      116,994           --    
  Roamer revenues.......        74,174         8,931       5,901             --            89,006        9,288           --    
  Equipment revenues....       177,673        10,272       6,796             --           194,741       17,941           --    
  Other revenues........        77,989           223          --             --            78,212          391           --    
                           -----------     ---------    --------      ---------       -----------   ----------    ---------    
        Total                                                                                                                  
          revenues......     1,272,797        92,371      97,904             --         1,463,072      325,426           --    
                           -----------     ---------    --------      ---------       -----------   ----------    ---------    
Operating expenses:                                                                                                            
  Cost of service.......       328,818        23,527      32,143             --           384,488       79,887           --    
  Cost of equipment                                                                                                            
    sales...............       317,174        27,520      21,558             --           366,252       77,046           --    
  Cost of engineering                                                                                                          
    services and R&D....         2,867         2,266          --             --             5,133           --           --    
  General and                                                                                                                  
    administrative......       440,709        49,770      43,550             --           534,029       71,619           --    
  Sales and marketing...       502,006        32,762      32,547             --           567,315       83,680           --    
  Depreciation and                                                                                                             
    amortization........       541,197        33,582      36,585        106,872(13)       718,236       74,981      171,679(9) 
  Stock based                                                                                                                  
    compensation........        30,729            --          --          1,462(12)        32,191           --       10,911(10)
                           -----------     ---------    --------      ---------       -----------   ----------    ---------    
        Total operating                                                                                                        
          expenses......     2,163,500       169,427     166,383        108,334         2,607,644      387,213      182,590    
                           -----------     ---------    --------      ---------       -----------   ----------    ---------    
Operating loss..........      (890,703)      (77,056)    (68,479)      (108,334)       (1,144,572)     (61,787)    (182,590)   
                           -----------     ---------    --------      ---------       -----------   ----------    ---------    
Other income (expense):                                                                                                        
  Interest and financing                                                                                                       
    expense, net........      (343,679)      (57,138)     (8,605)            --          (409,422)    (102,955)          --    
  Equity in net loss of                                                                                                        
    unconsolidated                                                                                                             
    affiliates..........       (96,380)           --          --         (4,322)(14)     (100,702)          --           --    
  Interest income and                                                                                                          
    other, net..........        67,889         2,485      22,747             --            93,121       17,292           --    
  Minority share of                                                                                                            
    loss................       (12,006)           --          --         (3,487)(15)      (15,493)          --           --    
                           -----------     ---------    --------      ---------       -----------   ----------    ---------    
        Total other                                                                                                            
          income                                                                                                               
          (expense).....      (384,176)      (54,653)     14,142         (7,809)         (432,496)     (85,663)          --    
                           -----------     ---------    --------      ---------       -----------   ----------    ---------    
Net loss................   $(1,274,879)    $(131,709)   $(54,337)     $(116,143)      $(1,577,068)  $ (147,450)   $(182,590)   
                           ===========     =========    ========      =========       ===========   ==========    =========    
Basic and diluted pro                                                                                                          
  forma loss per common                                                                                                        
  share (see Note 11)...                                                                                                       

Weighted average common                                                                                                        
  shares used in                                                                                                               
  computing basic and                                                                                                          
  diluted loss per                                                                                                             
  common share (see Note                                                                                                       
  11)...................                                                                                                       



                            ADJUSTED                                                                                           
                          VOICESTREAM                                                                                          
                          AND POWERTEL                                                                                         
                          ------------                                                                                         
                                                                                                                               
Revenues:                                                                                                                      
  Subscriber revenues...  $ 1,071,440                                                                                          
  Prepaid revenues......      327,479                                                                                          
  Roamer revenues.......       98,294                                                                                          
  Equipment revenues....      212,682                                                                                          
  Other revenues........       78,603                                                                                          
                          -----------                                                                                          
        Total                                                                                                                  
          revenues......    1,788,498                                                                                          
                          -----------                                                                                          
Operating expenses:                                                                                                            
  Cost of service.......      464,375                                                                                          
  Cost of equipment                                                                                                            
    sales...............      443,298                                                                                          
  Cost of engineering                                                                                                          
    services and R&D....        5,133                                                                                          
  General and                                                                                                                  
    administrative......      605,648                                                                                          
  Sales and marketing...      650,995                                                                                          
  Depreciation and                                                                                                             
    amortization........      964,896                                                                                          
  Stock based                                                                                                                  
    compensation........       43,102                                                                                          
                          -----------                                                                                          
        Total operating                                                                                                        
          expenses......    3,177,447                                                                                          
                          -----------                                                                                          
Operating loss..........   (1,388,949)                                                                                         
                          -----------                                                                                          
Other income (expense):                                                                                                        
  Interest and financing                                                                                                       
    expense, net........     (512,377)                                                                                         
  Equity in net loss of                                                                                                        
    unconsolidated                                                                                                             
    affiliates..........     (100,702)                                                                                         
  Interest income and                                                                                                          
    other, net..........      110,413                                                                                          
  Minority share of                                                                                                            
    loss................      (15,493)                                                                                         
                          -----------                                                                                          
        Total other                                                                                                            
          income                                                                                                               
          (expense).....     (518,159)                                                                                         
                          -----------                                                                                          
Net loss................  $(1,907,108)                                                                                         
                          ===========                                                                                          
Basic and diluted pro                                                                                                          
  forma loss per common                                                                                                        
  share (see Note 11)...  $     (7.51)                                                                                         
                          ===========                                                                                          
Weighted average common                                                                                                        
  shares used in                                                                                                               
  computing basic and                                                                                                          
  diluted loss per                                                                                                             
  common share (see Note                                                                                                       
  11)...................      255,759                                                                                          
                          ===========                                                                                          

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. 
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VOICESTREAM 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                    OMNIPOINT                                                   
                                                                   AND AERIAL        VOICESTREAM,                  POWERTEL     
                                                                     MERGER          OMNIPOINT AND                  MERGER      
                         VOICESTREAM(1)  OMNIPOINT(3)  AERIAL(4)   ADJUSTMENTS          AERIAL       POWERTEL(2)  ADJUSTMENTS   
                         --------------  ------------  ---------   -----------      ---------------  -----------  -----------   
                                                                                                                                
Revenues:                                                                                                                       
  Subscriber                                                                                                                    
    revenues...........    $ 366,802      $ 258,955    $ 192,150    $      --         $   817,907     $ 238,879    $      --    
  Roamer revenues......        9,295         28,838        6,690           --              44,823         8,799           --    
  Equipment revenues...       78,025         52,004       30,361           --             160,390        29,360           --    
  Other revenues.......       21,407          2,691           --           --              24,098            --           --    
                           ---------      ---------    ---------    ---------         -----------     ---------    ---------    
        Total                                                                                                                   
          revenues.....      475,529        342,488      229,201           --           1,047,218       277,038           --    
                           ---------      ---------    ---------    ---------         -----------     ---------    ---------    
Operating expenses:                                                                                                             
  Cost of service......      114,007        116,788       67,247           --             298,042        67,287           --    
  Cost of equipment                                                                                                             
    sales..............      136,584        141,492       61,298           --             339,374        73,526           --    
  Cost of engineering                                                                                                           
    services and R&D...           --          4,822           --           --               4,822            --           --    
  General and                                                                                                                   
    administrative.....      134,812        161,402      136,677           --             432,891        95,911           --    
  Sales and                                                                                                                     
    marketing..........      211,399        154,142       81,980           --             447,521        97,077           --    
  Depreciation and                                                                                                              
    amortization.......      140,812        172,122       92,007      398,527(13)         803,468        89,180      228,906(9) 
  Stock based                                                                                                                   
    compensation.......       60,690          6,276           --        8,770(12)          75,736            --       14,548(10)
                           ---------      ---------    ---------    ---------         -----------     ---------    ---------    
        Total operating                                                                                                         
          expenses.....      798,304        757,044      439,209      407,297           2,401,854       422,981      243,454    
                           ---------      ---------    ---------    ---------         -----------     ---------    ---------    
Operating loss.........     (322,775)      (414,556)    (210,008)    (407,297)         (1,354,636)     (145,943)    (243,454)   
                           ---------      ---------    ---------    ---------         -----------     ---------    ---------    
Other income (expense):                                                                                                         
  Interest and                                                                                                                  
    financing expense,                                                                                                          
    net................     (112,185)      (228,534)     (22,118)          --            (362,837)     (107,895)          --    
  Equity in net loss of                                                                                                         
    unconsolidated                                                                                                              
    affiliates.........      (50,945)       (62,433)        (314)      (1,244)(14)       (114,936)           --           --    
  Interest income and                                                                                                           
    other, net.........       22,442          8,278       (4,891)          --              25,829       129,172           --    
  Gain on sale of                                                                                                               
    subsidiary stock...           --         41,013           --           --              41,013            --           --    
  Minority share of                                                                                                             
    loss...............           --             --           --      (20,918)(15)        (20,918)           --           --    
                           ---------      ---------    ---------    ---------         -----------     ---------    ---------    
        Total other                                                                                                             
          income                                                                                                                
          (expense)....     (140,688)      (241,676)     (27,323)     (22,162)           (431,849)       21,277           --    
                           ---------      ---------    ---------    ---------         -----------     ---------    ---------    
        Net loss before                                                                                                         
          income                                                                                                                
          taxes........     (463,463)      (656,232)    (237,331)    (429,459)         (1,786,485)     (124,666)    (243,454)   
  Income tax benefit...           --          8,250      113,400           --             121,650            --           --    
                           ---------      ---------    ---------    ---------         -----------     ---------    ---------    
Net loss...............    $(463,463)     $(647,982)   $(123,931)   $(429,459)        $(1,664,835)    $(124,666)   $(243,454)   
                           =========      =========    =========    =========         ===========     =========    =========    
Basic and diluted pro                                                                                                           
  forma loss per common                                                                                                         
  share (see Note                                                                                                               
  11)..................                                                                                                         

Weighted average common                                                                                                         
  shares used in                                                                                                                
  computing basic and                                                                                                           
  diluted loss per                                                                                                              
  common share (see                                                                                                             
  Note 11).............                                                                                                         



                           ADJUSTED                                                                                             
                         VOICESTREAM                                                                                            
                         AND POWERTEL                                                                                           
                         ------------                                                                                           
                                                                                                                                
Revenues:                                                                                                                       
  Subscriber                                                                                                                    
    revenues...........  $ 1,056,786                                                                                            
  Roamer revenues......       53,622                                                                                            
  Equipment revenues...      189,750                                                                                            
  Other revenues.......       24,098                                                                                            
                         -----------                                                                                            
        Total                                                                                                                   
          revenues.....    1,324,256                                                                                            
                         -----------                                                                                            
Operating expenses:                                                                                                             
  Cost of service......      365,329                                                                                            
  Cost of equipment                                                                                                             
    sales..............      412,900                                                                                            
  Cost of engineering                                                                                                           
    services and R&D...        4,822                                                                                            
  General and                                                                                                                   
    administrative.....      528,802                                                                                            
  Sales and                                                                                                                     
    marketing..........      544,598                                                                                            
  Depreciation and                                                                                                              
    amortization.......    1,121,554                                                                                            
  Stock based                                                                                                                   
    compensation.......       90,284                                                                                            
                         -----------                                                                                            
        Total operating                                                                                                         
          expenses.....    3,068,289                                                                                            
                         -----------                                                                                            
Operating loss.........   (1,744,033)                                                                                           
                         -----------                                                                                            
Other income (expense):                                                                                                         
  Interest and                                                                                                                  
    financing expense,                                                                                                          
    net................     (470,732)                                                                                           
  Equity in net loss of                                                                                                         
    unconsolidated                                                                                                              
    affiliates.........     (114,936)                                                                                           
  Interest income and                                                                                                           
    other, net.........      155,001                                                                                            
  Gain on sale of                                                                                                               
    subsidiary stock...       41,013                                                                                            
  Minority share of                                                                                                             
    loss...............      (20,918)                                                                                           
                         -----------                                                                                            
        Total other                                                                                                             
          income                                                                                                                
          (expense)....     (410,572)                                                                                           
                         -----------                                                                                            
        Net loss before                                                                                                         
          income                                                                                                                
          taxes........   (2,154,605)                                                                                           
  Income tax benefit...      121,650                                                                                            
                         -----------                                                                                            
Net loss...............  $(2,032,955)                                                                                           
                         ===========                                                                                            
Basic and diluted pro                                                                                                           
  forma loss per common                                                                                                         
  share (see Note                                                                                                               
  11)..................  $     (8.14)                                                                                           
                         ===========                                                                                            
Weighted average common                                                                                                         
  shares used in                                                                                                                
  computing basic and                                                                                                           
  diluted loss per                                                                                                              
  common share (see                                                                                                             
  Note 11).............      251,811                                                                                            
                         ===========                                                                                            

See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. 
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VOICESTREAM 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS 

Note 1                                                                          

   These columns reflect VoiceStream's consolidated historical balance sheet
and statement of operations as of and for the nine months ended September 30,   
2000 and the statement of operations for the year ended December 31, 1999. The  
December 31, 1999 statement of operations has been adjusted for interest and    
financing expenses that would have been incurred due to the increase in         
borrowings related to the total $150 million investment in Omnipoint made by    
VoiceStream during 1999 at a market interest rate of 10.3%. This adjustment     
assumes that VoiceStream purchased the Omnipoint Series A preferred shares as of
January 1, 1999 and incurred interest expense due to an increase in borrowings  
to fund such purchase.                                                          

The balance sheet includes the $5 billion investment in VoiceStream   
convertible voting preferred shares made by Deutsche Telekom on September 6,    
2000. The preferred shares are convertible to VoiceStream common shares at      
Deutsche Telekom's option at a price of $160 per share if the proposed merger   
between Deutsche Telekom and VoiceStream is terminated. If Deutsche Telekom     
converted these preferred shares to VoiceStream common shares, an additional    
31,250,000 VoiceStream common shares would have been outstanding. On a pro forma
basis the loss per share would have been as follows:                            

                                                        [Enlarge/Download Table]

                                                    HISTORICAL                           
                                                    VOICESTREAM  VOICESTREAM AND POWERTEL
                                                    -----------  ------------------------
                                                                                         
September 30, 2000.................................    $6.14              $6.69          
December 31, 1999..................................    $3.58              $7.24          

As discussed above, on February 25, 2000 and May 4, 2000, VoiceStream 
completed mergers with Omnipoint and Aerial, respectively. Pursuant to the      
Omnipoint agreement, VoiceStream exchanged 0.825 of a VoiceStream common share  
plus $8.00 in cash for each outstanding Omnipoint common share. Pursuant to the 
Aerial agreement, VoiceStream exchanged 0.455 of a VoiceStream common share for 
each outstanding Aerial common share.                                           

   The components of the purchase price of these merger transactions and the
preliminary allocations are as follows (in thousands):                          

                                                                [Download Table]

                                                               AERIAL    OMNIPOINT 
                                                             ----------  ----------
                                                                                   
Consideration and merger costs:                                                    
  Total value of shares issued in merger.................... $5,703,500  $1,538,000
  Cash payments.............................................    113,900     627,000
  Fair value of options and warrants converted..............      6,100     859,000
  Fair value of liabilities assumed inclusive of minority                          
     interest...............................................    471,600   3,167,400
  Merger related costs......................................     20,500      19,000
  Cook Inlet exchange rights................................         --      28,000
                                                             ----------  ----------
          Total consideration...............................  6,315,600   6,238,400
Preliminary allocation of purchase price:                                          
  Current assets............................................     93,800     200,300
  Property, plant and equipment.............................    363,000     473,000
  Investments in unconsolidated affiliates..................      3,500     679,900
  Licenses and other intangibles............................    550,900     939,000
                                                             ----------  ----------
          Preliminary goodwill.............................. $5,304,400  $3,946,200
                                                             ==========  ==========

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VOICESTREAM 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS (CONTINUED) 

The above allocations reflect the estimated fair value of assets and  
liabilities acquired. Some allocations are based on valuations, which have not  
been finalized. VoiceStream does not believe that the final purchase price      
allocations will produce materially different results than those reflected      
above.                                                                          

Note 2                                                                          

  These columns reflect the Powertel historical consolidated balance sheet
and statement of operations as of and for the nine months ended September 30,   
2000 and the statement of operations for the year ended December 31, 1999.      

Certain reclassifications have been made to the historical financial  
statements of Powertel to conform to VoiceStream's financial statement          
presentation. These reclassifications do not materially impact Powertel's       
results of operations or financial position.                                    

Note 3                                                                          

    These columns reflect the historical statements of operations of Omnipoint
for the period ended February 24, 2000 and for the year ended December 31, 1999,
respectively, adjusted for the deconsolidation of certain operations that were  
contributed to CIVS II and CIVS III immediately prior to the merger with        
VoiceStream. These joint ventures are owned 49.9% by VoiceStream and as such    
have been accounted for under the equity method.                                

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.                                                          

Note 4                                                                          

     These columns reflect the historical statements of operations of Aerial for
the period ended May 3, 2000 and the year ended December 31, 1999, respectively.
The statements of operations have been adjusted to reflect certain debt         
conversions, repayments and equity investments between Aerial, its subsidiary,  
Aerial Operating Corporation, its parent, Telephone & Data Systems, and Sonera, 
which occurred in connection with the VoiceStream/Aerial merger on May 4, 2000. 

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         
financial position or results of operations.                                    

Note 5                                                                          

The VoiceStream/Powertel merger will result in an allocation of the   
purchase price to the tangible and intangible assets and liabilities of         
Powertel. The transaction is not expected to result in an incremental deferred  
tax liability. The allocation reflects the estimated fair value of the assets   
and liabilities acquired by VoiceStream based upon information available at the 
date of the preparation of the accompanying pro forma condensed combined        
financial statements and will be adjusted upon 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, the actual purchase price will differ based on any change in           
VoiceStream's common share price on the actual measurement date and the         
valuations and allocations may differ from those reflected herein.              

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VOICESTREAM 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS (CONTINUED) 

The components of the purchase price of this transaction and the      
preliminary allocation are as follows (in thousands, except share data):        

                                                                [Download Table]
                                                                           
Powertel restricted and common shares outstanding(a)........        31,499 
Conversion of Powertel preferred shares and cumulative                     
  dividends to common shares(b).............................        17,953 
                                                                ---------- 
Pro forma Powertel shares outstanding.......................        49,452 
VoiceStream exchange ratio per share(c).....................         0.708 
                                                                ---------- 
Equivalent VoiceStream common shares........................        35,012 
VoiceStream share price(c)..................................    $   120.06 
                                                                ---------- 
Subtotal....................................................    $4,203,559 
Fair value of liabilities of Powertel at September 30,                     
  2000......................................................     1,310,245 
Option/warrant conversion costs(d)..........................       196,985 
Merger related costs(e).....................................        13,000 
                                                                ---------- 
          Total consideration...............................    $5,723,789 
Preliminary allocation of purchase price:                                  
Fair value of assets of Powertel acquired (excluding FCC                   
  licenses)(f)..............................................      (949,487)
Fair value of FCC licenses acquired (net book value of                     
  licenses equal to $392,392)(f)............................      (773,527)
                                                                ---------- 
          Preliminary goodwill..............................    $4,000,775 
                                                                ========== 

---------------                                                                 
(a) Outstanding Powertel common shares are as of November 15, 2000, the latest  
practicable date.                                                       

(b) An additional 18.0 million VoiceStream common shares relate to the Powertel 
preferred shares and cumulative dividends that will be converted into   
VoiceStream common shares as part of the merger.                        

(c) The exchange ratio of .708 of a VoiceStream common share for each Powertel  
 share is calculated pursuant to the merger agreement based on the closing
price of VoiceStream common shares on November 15, 2000, the latest     
    practicable date, at $120.06 per share. Pursuant to the VoiceStream/Powertel
    merger agreement, if the average of the closing prices of VoiceStream common
 shares on certain days immediately prior to the closing date is less than
  $113.33 per share, the conversion factor will be .75. If the closing price
of VoiceStream common shares on those days is greater than $130.77 per  
share, the conversion factor will be .65.                               

    For a $10 per share increase in the VoiceStream common share price above the
$130.77 collar, the merger consideration would increase by approximately
$320 million and would also increase annual amortization expense by     
  approximately $16 million. For a $10 per share decrease in the VoiceStream
share price below the $113.13 collar, the merger consideration would    
decrease by approximately $370 million and would also decrease annual   
amortization expense by approximately $19 million.                      

(d) This amount represents the fair value, based on a Black-Scholes valuation,  
    of VoiceStream options and warrants to be issued in exchange for outstanding
  Powertel options and warrants at November 15, 2000, the latest practicable
date. The calculation is based on the number of Powertel options and    
  warrants outstanding, the exchange ratio as defined above, and the closing
market price of VoiceStream on the Nasdaq Stock Market on that date. The
calculation excludes a portion of the intrinsic value of unvested stock 
    options for which performance of future service is required, pursuant to the
   guidelines of Financial Accounting Standards Board Interpretation Number 44
  ('FIN 44'), that has been recorded as deferred compensation (see Note 10).

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VOICESTREAM 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS (CONTINUED) 

(e) The estimated merger costs to be incurred by VoiceStream as a result of the 
VoiceStream/Powertel merger are as follows (in thousands):              

                                                                [Download Table]
                                                                     
Investment banking fees.....................................  $10,000
Legal, accounting and printing fees.........................    3,000
                                                              -------
                                                              $13,000
                                                              =======

(f) The estimated fair market values of the Powertel tangible assets and        
 licenses acquired are based on preliminary valuation using assumptions we
believe are reasonable, pending finalization of the purchase price      
allocation process.                                                     

Note 6                                                                          

This adjustment reflects the reversal of a deferred gain recorded on  
Powertel's balance sheet from a sales-leaseback transaction, which occurred in  
1999.                                                                           

Note 7                                                                          

 Certain of the long-term debt agreements of Powertel contain provisions
which require Powertel to offer repayment of outstanding amounts when a change  
of control occurs. Additionally, the holders of the debt issued under certain of
these agreements are entitled to a prepayment premium which at March 31, 2001,  
would be $7.1 million. The pro forma condensed combined balance sheet assumes   
that the lenders will not exercise the offer for Powertel to repay amounts      
outstanding, and therefore, no outstanding debt amounts have been reclassified  
as current. The aggregate amount of principal maturities (including prepayment  
premiums, if any) of Powertel's long-term debt at September 30, 2000, should the
holders accept the offer of repayment would be approximately $1.2 billion. It is
assumed that the offer to repurchase would commence within 30 days of the       
completion of the VoiceStream/Powertel merger.                                  

Note 8                                                                          

   This adjustment represents the elimination in consolidation of Powertel's
historical common shares and paid-in capital of $521.5 million, the elimination 
of Powertel's historical deferred compensation of approximately $1.0 million and
the elimination of Powertel's historical accumulated deficit of $718.0 million. 

Note 9                                                                          

This adjustment represents the amortization of the additional purchase
price allocated to FCC licenses and goodwill in the VoiceStream/Powertel merger.
Goodwill and FCC licenses acquired in the Powertel merger are amortized over 20 
years. Other FCC licenses are amortized over 40 years.                          

Note 10                                                                         

 Pursuant to FIN 44, VoiceStream has recorded as deferred compensation a
portion of the intrinsic value of the unvested stock options for which future   
service is required as deferred compensation in shareholders' equity            
(approximately $14.6 million). This balance is being recognized as compensation 
expense over the remaining future vesting period of the grants.                 

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VOICESTREAM 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS (CONTINUED) 

Note 11                                                                         

  The following summarizes the pro forma calculation of loss per share (in
thousands, except per share data):                                              

                                                        [Enlarge/Download Table]

                                                            SEPTEMBER 30,  DECEMBER 31,
                                                                2000           1999    
                                                            -------------  ------------
                                                                                       
VoiceStream weighted average common shares outstanding....       178,181        95,708 
Conversion of Omnipoint outstanding common shares.........         9,449        46,386 
Additional Hutchison investment (includes Omnipoint Series                             
  A preferred share conversion)...........................         1,384         6,793 
Conversion of East/West Communications shares.............           280         1,374 
Sonera Corporation's $500 million investment (at                                       
  $57/share)..............................................         1,787         8,772 
Conversion of Aerial shares...............................        24,225        52,325 
Conversion of Powertel common and restricted shares.......        22,500        22,500 
Conversion of Powertel preferred shares (including                                     
  cumulative dividends)...................................        17,953        17,953 
                                                             -----------   ----------- 
          Total weighted average common shares............       255,759       251,811 
                                                             ===========   =========== 
VoiceStream pro forma net loss............................   $(1,907,108)  $(2,032,955)
VoiceStream 2.5% convertible junior preferred dividends...       (12,973)      (17,297)
                                                             -----------   ----------- 
Pro forma net loss attributable to common shareholders....   $(1,920,081)  $(2,050,252)
                                                             ===========   =========== 
Basic and diluted pro forma loss per common share.........   $     (7.51)  $     (8.14)
                                                             ===========   =========== 

Note 12                                                                         

This adjustment represents additional costs recorded as a result of   
modifications made to stock option agreements for an officer of Omnipoint.      

Note 13                                                                         

This adjustment represents the amortization of the additional purchase
price allocated to FCC licenses and goodwill of Omnipoint and Aerial, offset by 
a reduction in depreciation expense as a result of the write-down to fair value 
of fixed assets acquired in the Omnipoint and Aerial mergers. FCC licenses      
acquired in the Omnipoint and Aerial merger are amortized over a 40 year period 
and goodwill is amortized over a 20 year period.                                

Note 14                                                                         

   This adjustment represents the amortization of the difference between the
underlying net book value of the investments in CIVS II and CIVS III and the    
fair value assigned to these investments at the time of the Omnipoint merger.   
This difference has been allocated to FCC licenses and goodwill and is being    
amortized over 40 years and 20 years, respectively.                             

Note 15                                                                         

  This adjustment represents dividends related to Omnipoint 7% convertible
preferred shares which are reflected as minority interest expense by VoiceStream
as a result of the Omnipoint merger.                                            

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VOICESTREAM 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS (CONTINUED) 

Note 16                                                                         

As a result of the Omnipoint and Aerial mergers, and potentially the  
Deutsche Telekom/VoiceStream merger or the VoiceStream/Powertel merger,         
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 shares 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 shares, considered under IRS    
rules a "prohibited transaction". 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 
a 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     
shares at the time of the spin-off and Western Wireless' adjusted tax basis in  
such shares at the 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 the acquisition of shares pursuant to the mergers, in conjunction  
with the related transactions and Hutchison's acquisition of its existing       
VoiceStream shares 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 of VoiceStream, not   
including interest and penalties, if any, is from zero to $400 million.         

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                                                                         ANNEX A
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

AGREEMENT AND PLAN OF MERGER

DATED AS OF JULY 23, 2000,

AS AMENDED AND RESTATED AS OF FEBRUARY 8, 2001

AMONG 

DEUTSCHE TELEKOM AG,

VOICESTREAM WIRELESS CORPORATION

AND 

BEGA, INC.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                           PAGE
                                                                           ----
                                                                               
                                 ARTICLE 1                                     
                                 THE MERGER                                    
Section 1.01. Appointment of Escrow Agent and Formation of Merger Sub.....  A-1
Section 1.02. The Merger..................................................  A-2
Section 1.03. The Closing.................................................  A-2
Section 1.04. The Merger Exchange.........................................  A-2
Section 1.05. Conversion and Exchange of Shares...........................  A-3
Section 1.06. Surrender and Payment.......................................  A-8
Section 1.07. Permitted Stock Dividend....................................  A-9
Section 1.08. Treatment of Voicestream Stock Plans........................ A-10
Section 1.09. Fractional DT Depositary Shares and Fractional DT Ordinary       
                Shares.................................................... A-11
Section 1.10. The Surviving Corporation................................... A-11
Section 1.11. Lost, Stolen or Destroyed Certificates...................... A-11
Section 1.12. Dissenting Shares........................................... A-12

                                 ARTICLE 2                                     
               REPRESENTATIONS AND WARRANTIES OF VOICESTREAM                   
Section 2.01. Organization and Qualification; Subsidiaries................ A-12
Section 2.02. Certificate of Incorporation and Bylaws..................... A-13
Section 2.03. Capitalization.............................................. A-13
Section 2.04. Authority Relative to this Agreement, the Stockholders           
                Agreement and the DT Financing Agreements................. A-14
Section 2.05. No Conflict; Required Filings and Consents.................. A-15
Section 2.06. SEC Filings; Financial Statements........................... A-15
Section 2.07. Absence of Certain Changes or Events........................ A-16
Section 2.08. Litigation.................................................. A-16
Section 2.09. No Violation of Law; Permits................................ A-16
Section 2.10. Information Provided by Voicestream......................... A-16
Section 2.11. Employee Matters; ERISA..................................... A-17
Section 2.12. Labor Matters............................................... A-19
Section 2.13. Environmental Matters....................................... A-19
Section 2.14. Board Action; Vote Required; Applicability of Section 203... A-20
Section 2.15. Opinion of Financial Advisor................................ A-20
Section 2.16. Brokers..................................................... A-20
Section 2.17. Tax Matters................................................. A-20
Section 2.18. Intellectual Property....................................... A-21
Section 2.19. Ownership of Securities..................................... A-21
Section 2.20. Certain Contracts........................................... A-21
Section 2.21. Licenses.................................................... A-22

                                 ARTICLE 3                                     
                    REPRESENTATIONS AND WARRANTIES OF DT                       
Section 3.01. Organization and Qualification; Subsidiaries................ A-22
Section 3.02. Certificate of Incorporation and Bylaws..................... A-22
Section 3.03. Capitalization.............................................. A-23
Section 3.04. Authority Relative to this Agreement........................ A-23

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TABLE OF CONTENTS 
(CONTINUED) 

                                                                [Download Table]

                                                                           PAGE
                                                                           ----
                                                                               
Section 3.05. No Conflict; Required Filings and Consents.................. A-24
Section 3.06. SEC Filings; Financial Statements........................... A-24
Section 3.07. Absence of Certain Changes or Events........................ A-25
Section 3.08. Litigation.................................................. A-25
Section 3.09. No Violation of Law......................................... A-25
Section 3.10. Information Provided by DT.................................. A-25
Section 3.11. Environmental Matters....................................... A-26
Section 3.12. Board Action; Vote Required................................. A-26
Section 3.13. Brokers..................................................... A-26
Section 3.14. Tax Matters................................................. A-26
Section 3.15. Ownership of Securities..................................... A-27
Section 3.16. Certain Contracts........................................... A-27
Section 3.17. Licenses.................................................... A-27

                                 ARTICLE 4                                     
                   CONDUCT OF BUSINESS PENDING THE MERGER                      
Section 4.01. Conduct of Business in the Ordinary Course.................. A-28
Section 4.02. Conduct of Business by DT................................... A-31
Section 4.03. No Solicitation............................................. A-31
Section 4.04. Subsequent Financial Statements............................. A-32
Section 4.05. Control of Operations....................................... A-32

                                 ARTICLE 5                                     
                           ADDITIONAL AGREEMENTS                               
Section 5.01. Voicestream Proxy Statement; the Registration Statement and      
                the German Listing Prospectus............................. A-32
Section 5.02. Voicestream Stockholders' Meeting and Consummation of the        
                Merger.................................................... A-33
Section 5.03. Cook Inlet.................................................. A-34
Section 5.04. Notification of Certain Matters............................. A-34
Section 5.05. Access to Information....................................... A-35
Section 5.06. Public Announcements........................................ A-35
Section 5.07. Cooperation................................................. A-35
Section 5.08. Indemnification, Directors' and Officers' Insurance......... A-36
Section 5.09. Stock Exchange Listings/Establishment of DT Depositary           
                Shares.................................................... A-37
Section 5.10. No Shelf Registration....................................... A-37
Section 5.11. Affiliates.................................................. A-37
Section 5.12. Blue Sky.................................................... A-37
Section 5.13. Tax-Free Merger............................................. A-37
Section 5.14. Interim Dividend Policy..................................... A-38
Section 5.15. Permitted Acquisitions...................................... A-38
Section 5.16. Reasonable Best Efforts..................................... A-39
Section 5.17. Certain Matters............................................. A-39
Section 5.18. Takeover Laws............................................... A-39
Section 5.19. Employee Benefits........................................... A-39
Section 5.20. Certain Employment Matters.................................. A-40

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TABLE OF CONTENTS 
(CONTINUED) 

                                                                [Download Table]

                                                                           PAGE
                                                                           ----
                                                                               
                                 ARTICLE 6                                     
                             CLOSING CONDITIONS                                
Section 6.01. Conditions to Each Party's Obligation to Effect the              
                Merger.................................................... A-40
Section 6.02. Conditions to the Obligations of Voicestream................ A-41
Section 6.03. Conditions to the Obligations of DT......................... A-41
Section 6.04. Pre-Closing Bringdown....................................... A-42

                                 ARTICLE 7                                     
                     TERMINATION, AMENDMENT AND WAIVER                         
Section 7.01. Termination................................................. A-42
Section 7.02. Effect of Termination....................................... A-43
Section 7.03. Amendment................................................... A-44
Section 7.04. Waiver...................................................... A-44

                                 ARTICLE 8                                     
                                DEFINITIONS                                    
Section 8.01. Certain Definitions......................................... A-44
Section 8.02. Date of this Agreement; No Waiver........................... A-46

                                 ARTICLE 9                                     
                             GENERAL PROVISIONS                                
Section 9.01. Non-Survival of Representations, Warranties and                  
                Agreements................................................ A-47
Section 9.02. Notices..................................................... A-47
Section 9.03. Expenses.................................................... A-48
Section 9.04. Headings.................................................... A-48
Section 9.05. Severability................................................ A-48
Section 9.06. Entire Agreement; No Third-Party Beneficiaries.............. A-48
Section 9.07. Assignment.................................................. A-48
Section 9.08. Governing Law............................................... A-49
Section 9.09. Submission to Jurisdiction; Waivers......................... A-49
Section 9.10. Waiver of Immunity.......................................... A-49
Section 9.11. Counterparts................................................ A-49

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INDEX OF DEFINED TERMS

                                                                [Download Table]
                                           
                     2                     
2 1/2% Convertible Preferred               
  Shares.............................   A-9
                     7                     
7% Convertible Preferred Shares......   A-9
7% Convertible Preferred Shares            
  Trust..............................   A-9
                     A                     
Acquisitions.........................  A-49
Adjusted Aggregate Cash Amount.......   A-6
Adjustment Factor....................   A-6
Affiliate............................  A-58
Aggregate Cash Amount................   A-4
Agreement............................  A-58
Alternative Transaction..............  A-41
Auction..............................  A-50
Available Cash Amount................   A-5
                     B                     
Base Amount..........................   A-6
Bid Schedule.........................  A-50
Bringdown Date.......................  A-55
Burdensome Conditions................  A-53
Business Day.........................  A-58
                     C                     
Cash Adjustment......................   A-6
Cash Consideration...................   A-4
Cash Election........................   A-5
Cash Election Amount.................   A-5
Cash Election Base Amount............   A-6
Cash Election Difference.............   A-6
Cash Fraction........................   A-5
Certificate..........................   A-4
Certificate of Merger................   A-2
Closing..............................   A-3
Closing Date.........................   A-3
Code.................................  A-58
Commercial Register..................   A-3
Common Shares Trust..................  A-14
Confidentiality Agreement............  A-41
Control..............................  A-58
controlled by........................  A-58
Cook Inlet Exchange Rights...........  A-10
Cook Inlet Joint Ventures............  A-58
Cook Inlet Partners..................  A-58
                     D                     
D&O Insurance........................  A-47
Delaware Law.........................  A-58
Deposit Agreement....................   A-8
Depositary...........................   A-8
Determination Date...................   A-6
Dissenting Shares....................  A-15
Dissenting Stockholders Trust........  A-16
DT...................................   A-1
DT ADRs..............................   A-8
DT Daily Price.......................   A-7
DT Depositary Shares.................   A-8
DT Equity Rights.....................  A-30
DT Financial Statements..............  A-32
DT Financing Agreements..............  A-59
DT Licenses..........................  A-36
DT Ordinary Shares...................   A-4
DT Preferred Shares..................  A-10
DT Required Approvals................  A-32
DT SEC Reports.......................  A-32
DT Share Price.......................   A-7
DT Subsidiary........................  A-60
DT Termination Date..................  A-55
                     E                     
Effective Time.......................   A-2
Election.............................   A-7
Election Deadline....................   A-8
Election Difference..................   A-6
Environmental Law....................  A-26
ERISA................................  A-22
Escrow Agency Agreement..............   A-2
Escrow Agent.........................   A-2
Excess ADSs..........................  A-14
Excess Shares........................  A-14
Exchange Act.........................  A-59
Excluded Voicestream Share...........   A-4
Exon-Florio..........................  A-59
                     F                     
FCC..................................  A-20
Form Election........................   A-4
Form F-4.............................  A-42
Fractional Interest..................  A-14
FSE..................................   A-7
                     G                     
GAAP.................................  A-59
German Act...........................   A-3
German Listing Prospectus............  A-59
Governmental or Regulatory                 
  Authority..........................  A-59
                     H                     
Hazardous Substances.................  A-26
HSR Act..............................  A-59
                     I                     
Intellectual Property................  A-28
Investment Interest..................  A-59
IRS..................................  A-23

Index 1 
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                                                                [Download Table]
                                           
                     J                     
Jones Day............................  A-54
                     K                     
Knowledge............................  A-59
                     L                     
Legal Requirements...................  A-21
Letter of Transmittal................  A-11
                     M                     
Material Adverse Effect..............  A-59
Merger...............................   A-2
Merger Consideration.................   A-4
Merger Consideration Recipients......   A-3
Merger Sub Common Stock..............   A-2
Mixed Consideration..................   A-4
Mixed Election.......................   A-4
Mixed Election Base Amount...........   A-6
Mixed Election Difference............   A-6
                     N                     
New Plans............................  A-51
No Election Shares...................   A-7
NYSE.................................  A-14
                     O                     
Old Plans............................  A-51
Ordinary Share Election..............   A-8
Other Joint Ventures.................  A-60
                     P                     
Parties..............................   A-1
Party................................   A-1
Party Representatives................  A-46
Per Share Cash Amount................   A-4
Permits..............................  A-21
Permitted Swaps......................  A-60
Person...............................  A-60
Proposed Acquisition.................  A-50
Proposed Acquisition Notice..........  A-50
Proposed Bid Increase................  A-50
                     R                     
Record Date..........................  A-19
Redemption...........................   A-9
Registration Statement...............  A-60
Required Regulatory Approvals........  A-32
Restricted Share Amount..............  A-13
                     S                     
Section 2.21 Licenses................  A-28
Securities Act.......................  A-60
significant subsidiary...............  A-60
Significant Subsidiary...............  A-60
Stock Consideration..................   A-4
Stock Election Base Amount...........   A-6
Stock Election Difference............   A-6
Stock Election Exchange Ratio........   A-4
Stockholders Agreements..............   A-1
Subsequent Determination.............  A-44
Subsidiary...........................  A-60
Superior Proposal....................  A-44
Surviving Corporation................   A-2
Surviving Corporation Common Stock...   A-8
                     T                     
Takeover Laws........................  A-26
Tax..................................  A-60
Tax Returns..........................  A-60
Tax Sharing Agreement................  A-60
Taxes................................  A-60
Telecom Act..........................  A-61
Termination Fee......................  A-57
Third Party..........................  A-41
T-Mobile.............................  A-61
                     U                     
under common control with............  A-58
                     V                     
Voicestream..........................   A-1
Voicestream Acquisition Agreement....  A-44
Voicestream Benefit Plans............  A-22
Voicestream Common Shares............   A-4
Voicestream Contracts................  A-28
Voicestream Employees................  A-51
Voicestream Equity Rights............  A-17
Voicestream Financial Statements.....  A-20
Voicestream Intellectual Property....  A-27
Voicestream Option...................  A-13
Voicestream Option Amount............  A-13
Voicestream Option Plans.............  A-13
Voicestream Plans....................  A-17
Voicestream Proxy Statement..........  A-43
Voicestream Required Approvals.......  A-20
Voicestream Restricted Shares........  A-13
Voicestream Rollover Option..........  A-13
Voicestream Rollover Restricted            
  Share..............................  A-13
Voicestream SEC Reports..............  A-20
Voicestream Stockholder Approval.....  A-19
Voicestream Stockholders' Meeting....  A-44
Voicestream Subsidiary...............  A-60
Voicestream Termination Date.........  A-55
                     W                     
Wachtell Lipton......................  A-54
Warrants.............................  A-10
Warrants Trust.......................  A-10

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AGREEMENT AND PLAN OF MERGER

  This AGREEMENT AND PLAN OF MERGER, dated as of July 23, 2000, as amended
and restated as of February 8, 2001, among Deutsche Telekom AG, an              
AKTIENGESELLSCHAFT organized and existing under the laws of the Federal Republic
of Germany ("DT"), Voicestream Wireless Corporation, a Delaware corporation     
("VOICESTREAM"), and Bega, Inc., a Delaware corporation formed by DT ("MERGER   
SUB") (each a "PARTY" and, together, the "PARTIES").                            

WITNESSETH: 

WHEREAS, the Management Board (VORSTAND) and the Supervisory Board    
(AUFSICHTSRAT) of DT and the Board of Directors of Voicestream have determined  
that it is advisable and in the best interests of their respective companies and
stockholders to consummate the strategic combination transaction provided for in
this Agreement, the stock subscription contemplated by the DT Financing         
Agreements (as defined below) and the other transactions contemplated hereby in 
accordance with the laws of their respective jurisdictions of organization and  
have authorized the execution and delivery of this Agreement;                   

 WHEREAS, the Board of Directors of Merger Sub has determined that it is
advisable and in the best interests of Merger Sub and its stockholder to        
consummate the strategic combination transaction provided for in this Agreement 
and has authorized the execution and delivery of this Agreement, and DT, as     
Merger Sub's current sole stockholder, has approved and adopted this Agreement; 

    WHEREAS, simultaneously with the execution and delivery of this Agreement,
as part of a single overall transaction, and to induce DT to enter into this    
Agreement, certain stockholders of Voicestream are each entering into a         
Stockholders Agreement (collectively, the "STOCKHOLDERS AGREEMENTS") with DT    
dated the date hereof with respect to this Agreement and the Merger (as defined 
below);                                                                         

    WHEREAS, simultaneously with the execution and delivery of this Agreement,
as part of a single overall transaction, and to induce Voicestream to enter into
this Agreement, DT is entering into the DT Financing Agreements as defined below
with Voicestream in the form attached hereto as Exhibit C;                      

   WHEREAS, for United States federal income tax purposes the parties intend
that the Merger will qualify (i) as a reorganization within the meaning of      
Section 368(a) of the Code (as defined below) and (ii) for an exception to the  
general rule of Section 367(a)(1) of the Code; and                              

WHEREAS, DT and Voicestream desire to make certain representations,   
warranties, covenants and agreements in connection with the transactions        
contemplated by this Agreement.                                                 

NOW, THEREFORE, in consideration of the foregoing and the mutual      
representations, warranties, covenants and agreements herein contained, and     
intending to be legally bound hereby, DT, Voicestream and Merger Sub hereby     
agree as follows:                                                               

ARTICLE 1 

THE MERGER

SECTION 1.01.  Appointment of Escrow Agent and Formation of Merger    
Sub.  (a) Merger Sub is a corporation incorporated pursuant to Delaware Law and 
is a constituent company in the Merger. Except as provided in or contemplated by
the last sentence of Section 1.01(b), DT owns 100 percent of the outstanding    
capital stock of Merger Sub.                                                    

   (b) As promptly as possible following the date hereof, DT shall appoint a
United States bank or trust company or other independent financial institution  
in the United States reasonably satisfactory to Voicestream to act, inter alia, 
as escrow agent and exchange agent for the Merger and the delivery of the Merger
Consideration (as defined below) to former stockholders of Voicestream and the  
other Merger Consideration Recipients (as defined below) (the "ESCROW AGENT").  
DT and Voicestream shall enter into                                             

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an Escrow Agency Agreement with the Escrow Agent based on the form attached     
hereto as Exhibit F but with such changes as Voicestream and DT may agree (the  
"ESCROW AGENCY AGREEMENT"), which agreement shall set forth the duties,         
responsibilities and obligations of the Escrow Agent consistent with the terms  
of this Agreement. Solely to accommodate the transactions described in this     
Article I and subject to the terms and conditions of the Escrow Agency          
Agreement, one day prior to the Effective Time DT shall cause the Escrow Agent  
to be registered, as DT's fiduciary (for the period prior to the Effective Time)
as the record holder of all of the issued and outstanding shares of common      
stock, par value $.000001 per share, of Merger Sub (the "MERGER SUB COMMON      
STOCK").                                                                        

SECTION 1.02.  The Merger.  (a) Upon the terms and subject to the     
conditions of this Agreement and in accordance with Delaware Law, on the Closing
Date (as defined below), Voicestream will cause a certificate of merger (the    
"CERTIFICATE OF MERGER") to be executed and filed with the Secretary of State of
the State of Delaware and make all other filings or recordings required by      
applicable law in connection with the Merger. The Merger shall become effective 
at such time as the Certificate of Merger is duly filed with the Secretary of   
State of the State of Delaware or at such later time as is specified in the     
Certificate of Merger in accordance with Delaware Law (the "EFFECTIVE TIME").   

(b) Upon the terms and subject to the conditions set forth in this    
Agreement, at the Effective Time, Merger Sub shall be merged with and into      
Voicestream in accordance with Delaware Law (the "MERGER"), whereupon the       
separate existence of Merger Sub shall cease, and Voicestream shall be the      
surviving corporation in the Merger (the "SURVIVING CORPORATION") and shall     
continue to be governed by the laws of the State of Delaware, and the separate  
corporate existence of Voicestream, with all its rights, privileges, immunities,
powers and franchises, shall continue unaffected by the Merger except as set    
forth in this Article I. The Merger shall have the effects specified in Delaware
Law.                                                                            

     SECTION 1.03.  The Closing.  On the later of (i) the fifth Business Day (or
such other date as Voicestream and DT may agree) after the last to be fulfilled 
or waived of the conditions set forth in Article VI hereof (other than the      
conditions contained in Sections 6.02(c), 6.02(d) and 6.03(c) so long as it is  
reasonably apparent that such conditions and the condition contained in Section 
6.01(b) will be able to be satisfied at the Closing) shall be fulfilled or      
waived in accordance with this Agreement, and (ii) May 31, 2001, subject to the 
first sentence of Section 1.05(g)(i)(2), the closing of the Merger (the         
"CLOSING") shall be held (but only if all of the conditions set forth in Article
VI shall have been satisfied or waived prior to the Effective Time) at such time
as DT and Voicestream shall agree (the "CLOSING DATE") at the offices of Cleary,
Gottlieb, Steen & Hamilton, New York, New York or at such other place or places 
as DT and Voicestream may agree.                                                

    SECTION 1.04.  The Merger Exchange.  (a) Upon the terms and subject to the
conditions of this Agreement and the Escrow Agency Agreement, as soon as        
possible after the Effective Time, (x) on the Closing Date, the Escrow Agent    
shall contribute, for the account of the former stockholders of Voicestream, all
of the issued and outstanding shares of the Surviving Corporation Common Stock  
(as defined below) to DT as a transfer in kind, and (y) DT shall deliver the    
Merger Consideration to the Escrow Agent for the account of (i) the former      
stockholders of Voicestream, (ii) the Dissenting Stockholders Trustee (as       
defined in Annex 1.12(a) below), (iii) the Options Trustee (as defined in Annex 
1.08(a) below), (iv) the 7% Convertible Preferred Shares Trustee (as defined in 
Annex 1.05(n)(2) below), (v) the Cook Inlet Partners Trustee (as defined in     
Annex 1.05(p) below)), (vi) the Restricted Shares Trustee (as defined in Annex  
1.08(b) below) and (vii) the Warrants Trustee (as defined in Annex 1.05(o))     
(collectively, the "MERGER CONSIDERATION RECIPIENTS"). DT and the Escrow Agent  
shall effect the foregoing in accordance with Sections 183 et seq. and 203 et   
seq. of the German Stock Corporation Act (AKTIENGESETZ) (the "GERMAN ACT") by   
registering the increase of the DT stated share capital with the commercial     
register (HANDELSREGISTER) for DT (the "COMMERCIAL REGISTER") as soon as        
possible after the Effective Time. In the event that, in connection with the    
performance of DT's obligations in this Section 1.04(a), on or prior to the     
Closing Date the Management Board of DT passes a resolution to increase the     
issued capital of DT in accordance with Article 5(2) of the Articles of         
Association of DT by such number of shares as is equal to the number of shares  
to be delivered as part of the Merger Consideration, and the Supervisory Board  
shall have consented thereto,                                                   

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then (i) the Escrow Agent shall promptly subscribe for such new DT Ordinary     
Shares to be issued as part of the Merger Consideration and shall promptly on   
the Closing Date make the contribution to DT referred to in the first sentence  
of this Section 1.04(a) and (ii) the Management Board and the chairman of the   
Supervisory Board shall as soon as possible thereafter file the application for 
registration of the implementation of the capital increase with the Commercial  
Register, with the effect that on registration of the capital increase in the   
Commercial Register, such new DT Ordinary Shares shall by operation of law be   
held solely by the Escrow Agent, for delivery to and for the benefit of the     
Merger Consideration Recipients. Prior to, and or immediately after or at the   
Effective Time, DT shall deposit, or cause to be deposited, with the Escrow     
Agent for the benefit of holders of Voicestream Common Shares in accordance with
this Article I, the Aggregate Cash Amount, or, if applicable, the Adjusted      
Aggregate Cash Amount. At the Effective Time, the obligations of DT and the     
Escrow Agent under this Section 1.04(a) shall be unconditional.                 

(b) Each share certificate (a "CERTIFICATE") formerly representing any
Voicestream Common Shares (other than Excluded Voicestream Shares (as defined   
below) and Dissenting Shares (as defined below)) shall thereafter represent only
the right to receive the Merger Consideration and the right, if any, to receive 
pursuant to Section 1.09 cash in lieu of fractional DT Depositary Shares or     
fractional DT Ordinary Shares, as applicable, and any dividend or distribution  
pursuant to Section 1.06(f), in each case, without interest. The DT Ordinary    
Shares and the DT Depositary Shares issued as provided in Section 1.05 shall be 
of the same class and shall have the same rights as the currently outstanding DT
Ordinary Shares and the currently outstanding DT Depositary Shares,             
respectively.                                                                   

   SECTION 1.05.  Conversion and Exchange of Shares.  At the Effective Time:

    (a) Each share of common stock, par value $0.001 per share, of Voicestream
("VOICESTREAM COMMON SHARES") owned by DT or Voicestream immediately prior to   
the Effective Time (each, an "EXCLUDED VOICESTREAM SHARE") shall, by virtue of  
the Merger, and without any action on the part of the holder thereof, no longer 
be outstanding, be canceled and retired without payment of any consideration    
therefor and shall cease to exist.                                              

(b) Subject to the further provisions of this Section 1.05, each      
Voicestream Common Share, other than Excluded Voicestream Shares and Dissenting 
Shares, issued and outstanding immediately prior to the Effective Time shall by 
virtue of the Merger and without any action on the part of the holder thereof,  
be converted into the right to receive: (i) for each Voicestream Common Share in
respect of which an effective Election shall have been made, one of the         
following: (A) a combination of $30 in cash (the "PER SHARE CASH AMOUNT") and   
3.2 validly issued, fully paid and nonassessable ordinary shares of DT ("DT     
ORDINARY SHARES"), subject to adjustment as provided in Section 1.05(g) (the    
"MIXED CONSIDERATION"), (B) $200.00 in cash (the "CASH CONSIDERATION"), subject 
to proration and/or adjustment as provided in Sections 1.05(e) and (g) or (C)   
3.7647 DT Ordinary Shares (the "EXCHANGE RATIO"), subject to proration and/or   
adjustment as provided in Sections 1.05(f) and (g) (the "STOCK CONSIDERATION")  
and (ii) for each Voicestream Common Share in respect of which no effective     
Election has been made for any reason, the Mixed Consideration. The             
consideration payable pursuant to this paragraph (b) is referred to herein      
collectively as the "MERGER CONSIDERATION".                                     

    (c) For purposes of this Section 1.05, "AGGREGATE CASH AMOUNT" shall equal
the product of (1) the Per Share Cash Amount and (2) the total number of        
Voicestream Common Shares outstanding immediately prior to the Effective Time.  

(d) Mixed Election.  Each record holder of Voicestream Common Shares  
immediately prior to the Election Deadline who validly makes or is deemed to    
have made below a mixed election (a "MIXED ELECTION") shall be entitled to      
receive the Mixed Consideration for each of such holder's Voicestream Common    
Shares as to which such Mixed Election is made. Mixed Elections shall be made on
a form, mutually acceptable to DT and Voicestream, designed for the purpose of  
making Elections (a "FORM ELECTION") accompanied by Certificates for the        
Voicestream Common Shares to which such Form of Election relates as provided in 
Section 1.05(h) below.                                                          

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(e) Cash Election.  Each record holder of Voicestream Common Shares   
immediately prior to the Election Deadline who validly makes a cash election (a 
"CASH ELECTION") shall be entitled to receive cash or a combination of cash and 
DT Ordinary Shares, solely as provided in clause (i) or (ii) below:             

        (i) If (A) the product of the number of Voicestream Common Shares as
 to which a valid Cash Election is made and the Cash Consideration (such
  product being the "CASH ELECTION AMOUNT") exceeds (B) the Aggregate Cash
 Amount minus the product of the Per Share Cash Amount and the number of
    Voicestream Common Shares as to which a valid Mixed Election (including No
Election Shares) has been made (the amount determined pursuant to this
clause (B) being the "AVAILABLE CASH ELECTION AMOUNT"), then each     
     Voicestream Common Share as to which a valid Cash Election is made shall be
converted into the right to receive (x) an amount of cash (without    
 interest) equal to the Cash Consideration multiplied by a fraction, the
numerator of which shall be the Available Cash Election Amount and the
     denominator of which shall be the Cash Election Amount (such fraction being
  the "CASH FRACTION") and (y) a number of DT Ordinary Shares equal to the
     product of (p) the Exchange Ratio and (q) a fraction equal to one minus the
Cash Fraction.                                                        

         (ii) If the Available Cash Amount equals or exceeds the Cash Election
    Amount, each Voicestream Common Share as to which a valid Cash Election is
     made shall be converted into the right to receive the Cash Consideration in
cash (without interest).                                              

Cash Elections shall be made on the Form of Election, accompanied by            
Certificates for the Voicestream Common Shares to which such Form of Cash       
Election relates as provided in Section 1.05(h) below.                          

(f) Stock Election.  Each record holder of Voicestream Common Shares  
immediately prior to the Election Deadline who validly makes a stock election (a
"STOCK ELECTION") shall be entitled to receive DT Ordinary Shares or a          
combination of cash and DT Ordinary Shares, solely as provided in clause (i) or 
(ii) below:                                                                     

       (i) If the Available Cash Election Amount exceeds the Cash Election
Amount, then each Voicestream Common Share as to which a valid Stock  
     Election is made shall be converted into the right to receive (A) an amount
  of cash (without interest) equal to the amount of such excess divided by
    the number of Voicestream Common Shares as to which a valid Stock Election
    is made and (B) a number of DT Ordinary Shares equal to the product of (x)
     the Exchange Ratio and (y) a fraction, the numerator of which shall be $200
minus the amount calculated in clause (A) of this paragraph and the   
denominator of which shall be $200.                                   

         (ii) If the Cash Election Amount equals or exceeds the Available Cash
  Election Amount, each Voicestream Common Share as to which a valid Stock
     Election is made shall be converted into the right to receive the number of
DT Ordinary Shares equal to the Exchange Ratio.                       

     (g) Further Adjustments.  (i)(1) If necessary to permit the delivery of the
tax opinion referred to in Section 6.02(d), in addition to the adjustments set  
forth above, Voicestream shall, after consultation with DT, prior to the        
delivery of the tax opinion referred to in Section 6.02(d), reduce (a "CASH     
ADJUSTMENT") the Aggregate Cash Amount to such amount (the "ADJUSTED AGGREGATE  
CASH AMOUNT") as Voicestream reasonably determines is necessary to permit the   
delivery of the tax opinion referred to in Section 6.02(d) and, if Voicestream  
makes a Cash Adjustment, DT shall substitute in lieu of such cash DT Common     
Shares as set forth in this Section 1.05(g). On the date that is the fifth      
Business Day (the "DETERMINATION DATE") prior to the expected Closing Date first
scheduled in accordance with Section 1.03, Voicestream shall reasonably         
determine, in consultation with DT, based on information available as of such   
date, whether a Cash Adjustment should be made, and if so, shall estimate the   
Adjusted Aggregate Cash Amount. Such estimated Adjusted Aggregate Cash Amount   
may, in Voicestream's reasonable discretion, after consultation with DT, be     
conservatively estimated so as to facilitate the delivery of the tax opinion    
referred to in Section 6.02(d) on the previously scheduled Closing Date based on
such estimated Adjusted Aggregate Cash Amount.                                  

(2) If a Cash Adjustment is made after the Determination Date, the    
Effective Time and the Closing Date shall be postponed by the minimum number of 
days, if any (but not to exceed five (5) Business                               

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Days with respect to any single postponement), that Voicestream reasonably      
determines, in consultation with DT, is necessary for such adjustments to be    
properly made, and the Adjusted Aggregate Cash Amount may, in Voicestream's     
reasonable discretion, after consultation with DT, be conservatively estimated  
so as to facilitate the delivery of the tax opinion referred to in Section      
6.02(d) on the postponed Closing Date based on such Adjusted Aggregate Cash     
Amount. The Adjusted Aggregate Cash Amount divided by the Aggregate Cash Amount 
shall be referred to herein as the "ADJUSTMENT FACTOR".                         

 (ii) In the event the Aggregate Cash Amount is adjusted pursuant to the
first sentence of Section 1.05(g)(i), then the amount of cash that would        
otherwise be payable in respect of a Voicestream Common Share subject to a Cash 
Election, a Stock Election or a Mixed Election (respectively, a "CASH ELECTION  
BASE AMOUNT", "STOCK ELECTION BASE AMOUNT" or "MIXED ELECTION BASE AMOUNT", and 
each, a "BASE AMOUNT"), shall be reduced by the difference (respectively, the   
"CASH ELECTION DIFFERENCE", the "STOCK ELECTION DIFFERENCE" and the "MIXED      
ELECTION DIFFERENCE", and each, an "ELECTION DIFFERENCE") between such Base     
Amount and the product of such Base Amount and the Adjustment Factor. In        
substitution for the reduction of the cash portion of the Merger Consideration  
resulting from the Election Difference,                                         

        (1) each share with respect to which a Cash Election shall have been
  made shall also receive a number of DT Ordinary Shares equal to the Cash
Election Difference divided by the DT Share Price;                    

         (2) each share with respect to which a Stock Election shall have been
   made shall also receive a number of DT Ordinary Shares equal to the Stock
Election Difference divided by the DT Share Price;                    

         (3) each share with respect to which a Mixed Election shall have been
   made shall also receive a number of DT Ordinary Shares equal to the Mixed
Election Difference divided by the DT Share Price.                    

   (iii) The term "DT SHARE PRICE" means the average (rounded to the nearest
1/10,000) of the DT Daily Prices for the seven (7) Frankfurt Stock Exchange     
("FSE") trading days randomly selected by lot by DT and Voicestream together    
from the fifteen consecutive FSE trading days ending on the day prior to the day
on which the relevant Cash Adjustment is made, and the term "DT DAILY PRICE" for
any trading day means the volume weighted average (rounded to the nearest       
1/10,000) of the per share trading prices of DT Ordinary Shares on the FSE (in  
Euros, as reported by the Frankfurt Stock Exchange Xetra trading system (or such
other source as Voicestream and DT shall agree in writing) on such FSE trading  
day, converted into U.S. Dollars at a fixed exchange rate of one Euro to 0.9216 
of a U.S. Dollar; provided, that if, prior to such conversion, the DT Share     
Price would be less than 33 Euros, then the DT Share Price shall be deemed to be
33 Euros.                                                                       

    (h)  Form of Election.  To be effective, an Election Form must be properly
completed and signed, and must be received by the Escrow Agent, accompanied by  
the Certificates as to which the election is being made in compliance with the  
requirements for surrender of Voicestream Common Shares contained in Section    
1.06(a) below by the Election Deadline. DT shall have the discretion, which it  
may delegate in whole or in part to the Escrow Agent, to determine whether      
Election Forms have been properly completed, signed, submitted and revoked and  
to disregard immaterial defects in Election Forms. The decision of DT (or the   
Escrow Agent) in such matters shall be conclusive and binding. DT and the Escrow
Agent shall make reasonable efforts to notify any Person of any defect in an    
Election Form submitted to the Escrow Agent. The Escrow Agent shall also make   
all computations contemplated by this Section 1.05(h), and, absent manifest     
error, all such computations shall be conclusive and binding on the holders of  
Voicestream Common Shares. If DT or the Escrow Agent shall determine that any   
purported Cash Election, Stock Election or Mixed Election (any of such          
elections, an "ELECTION") was not properly made, the Voicestream Common Shares  
subject to such improperly made Election shall be treated as No Election Shares.
Each Voicestream Common Share as to which neither a valid Mixed Election, a     
valid Cash Election nor a valid Stock Election is made, including, without      
limitation, Voicestream Common Shares issued on exercise, conversion or exchange
of outstanding options, warrants, rights or convertible or exchangeable         
securities after the Election Deadline (as defined below) ("NO ELECTION         
SHARES"), shall be                                                              

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deemed to have made a valid Mixed Election. A record holder need not make the   
same election with respect to all of the Voicestream Common Shares held of      
record by such holder or represented by a single Certificate.                   

   (i)  Election Deadline.  DT and Voicestream shall each use its reasonable
best efforts to cause copies of the Election Forms and the Letter of Transmittal
to be mailed to the record holders of Voicestream Common Shares not less than   
forty five (45) days prior to the anticipated Effective Time and to make the    
Election Forms available promptly to all Persons who become record holders of   
Voicestream Common Shares subsequent to the date of such mailing and no later   
than the close of business on the second Business Day prior to the Election     
Deadline. An Election Form must be received by the Escrow Agent by 5:00 p.m.,   
New York City time, on the date (the "ELECTION DEADLINE") that is the fifth     
Business Day prior to the first Closing Date scheduled by the parties in        
accordance with Section 1.03. All elections may be revoked until the Election   
Deadline in writing by the record holders submitting the Election Forms. DT and 
Voicestream shall use reasonable efforts to cause a public announcement of the  
actual Election Deadline not fewer than five Business Days prior to the Election
Deadline.                                                                       

  (j)  Form of Stock Consideration.  Any DT Ordinary Shares constituting a
portion of the Merger Consideration shall be delivered to the holders of        
Voicestream Common Shares in the form of American depositary shares, each       
representing the right to receive one DT Ordinary Share (the "DT DEPOSITARY     
SHARES"). The DT Depositary Shares may be evidenced by one or more receipts ("DT
ADRs") issued in accordance with the Deposit Agreement, dated as of November 18,
1996, as amended, among DT, Citibank N.A., as Depositary (the "DEPOSITARY"), and
the holders and beneficial owners from time to time of DT ADRs, as it may be    
further amended from time to time (the "DEPOSIT AGREEMENT"). Notwithstanding the
foregoing, each Person who is entitled to receive DT Ordinary Shares as Merger  
Consideration shall be entitled, with respect to all or any portion of his      
Voicestream Common Shares, to make an unconditional and irrevocable election    
(the "ORDINARY SHARE ELECTION") to receive DT Ordinary Shares in lieu of DT     
Depositary Shares. The Election Forms and the Letter of Transmittal shall       
contain a form of Ordinary Share Election and shall be used by each holder of   
Voicestream Common Shares who wishes to make an Ordinary Share Election.        

(k) Each share of Merger Sub Common Stock, issued and outstanding     
immediately prior to the Effective Time shall, by virtue of the Merger, and     
without any action on the part of the holder thereof, no longer be outstanding, 
be cancelled and retired. Immediately following the Effective Time, the         
Surviving Corporation shall issue to the Escrow Agent a number of shares of     
Common Stock par value $0.000001 per share, of the Surviving Corporation        
("SURVIVING CORPORATION COMMON STOCK") equal to the total number of Voicestream 
Common Shares outstanding immediately prior to the Merger.                      

(l) In consideration of the contribution to DT by the Escrow Agent of 
Surviving Corporation Common Stock pursuant to Section 1.04(a) hereof, DT shall 
issue, in accordance with Section 1.04(a), and deliver to the Escrow Agent, the 
maximum number of DT Ordinary Shares (including DT Ordinary Shares underlying DT
Depositary Shares that are to be delivered as part of the Merger Consideration) 
that has become payable pursuant to Section 1.05 for delivery to the Merger     
Consideration Recipients entitled thereto and shall pay to the Escrow Agent the 
Aggregate Cash Amount (or, if applicable, the Adjusted Aggregate Cash Amount)   
that has become payable to the Merger Consideration Recipients pursuant to      
Section 1.05.                                                                   

   (m) If, between the date of this Agreement and the Effective Time, all of
the outstanding DT Ordinary Shares, or more than 80% of the outstanding DT      
Ordinary Shares pursuant to an exchange offer for all outstanding shares, shall 
have been changed into or exchanged for a different number of shares or kind of 
shares of DT or another corporation or entity owning more than 80% of the DT    
Ordinary Shares, or the DT Ordinary Shares outstanding shall have changed, by   
reason of any reclassification, split-up, stock-split, reverse stock-split,     
stock dividend, stock combination, recapitalization or redenomination of share  
capital, merger or similar statutory procedure or pursuant to an exchange offer,
or DT changes the number of DT Ordinary Shares represented by a DT Depositary   
Share, then the Exchange Ratio and/or the amount or form of any portion of the  
Merger Consideration that would otherwise be payable in DT                      

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Ordinary Shares and the issuer thereof and other definitions and provisions of  
this Agreement dependent thereon or on the market price therefor, shall be      
appropriately adjusted.                                                         

   (n) Preferred Stock.  (1) Not later than the third Business Day preceding
the record date for the Voicestream Stockholders' Meeting, each share of 2 1/2% 
Convertible Junior Preferred Stock, par value $0.001 per share, of Voicestream  
(the "2 1/2% CONVERTIBLE PREFERRED SHARES") shall be converted, in accordance   
with paragraphs (i)(i) and (i)(vii) of Section 1 of the Certificate of          
Designation of the 2 1/2% Convertible Preferred Shares and the provisions of the
relevant Stockholders Agreement, into Voicestream Common Shares at the          
Conversion Rate (as such term is defined in the 2 1/2% Convertible Preferred    
Shares Certificate of Designation) in effect on the Conversion Date (as such    
term is defined in the 2 1/2% Convertible Preferred Shares Certificate of       
Designation).                                                                   

   (2) (A) If the Effective Time does not occur prior to May 1, 2001, at any
time on or after May 1, 2001 until the Effective Time, DT may, in its sole      
discretion by giving ten (10) Business Days prior written notice to Voicestream,
but only if permissible at such time under the terms of any indebtedness of     
Voicestream or any of its Significant Subsidiaries existing on the date hereof  
(including its credit agreement), require Voicestream to (or to cause Omnipoint 
Corporation to) issue a notice of redemption (the "REDEMPTION") with respect to 
all shares of Omnipoint Corporation 7% Cumulative Convertible Preferred Stock,  
par value $0.001 per share (the "7% CONVERTIBLE PREFERRED SHARES"), in          
accordance with Sections 5.1(b) and 5.3 of the Certificate of Designation of the
7% Convertible Preferred Shares, at the Redemption Price (as such term is       
defined in the 7% Convertible Preferred Shares Certificate of Designation) in   
effect on the Redemption Date (as such term is defined in the 7% Convertible    
Preferred Shares Certificate of Designation), which Redemption Price shall be   
equal to the appropriate Redemption Price per share set forth in Section 5.1(b) 
of the Certificate of Designation of the 7% Convertible Preferred Shares, plus  
in each case all accrued and unpaid dividends on such 7% Convertible Preferred  
Shares (other than previously declared dividends payable to the holder of record
on a prior date) through and including the Redemption Date, whether or not      
declared, which shall be due and payable only in cash out of funds of           
Voicestream or Omnipoint Corporation legally available for the payment of       
dividends, as more fully provided in the 7% Convertible Preferred Shares        
Certificate of Designation.                                                     

(B) If all the 7% Convertible Preferred Shares have not been redeemed 
pursuant to paragraph (A) of this Section 1.05(n)(2) prior to the Effective Time
and upon conversion of any outstanding shares of 7% Convertible Preferred Shares
after the Effective Time, the holders thereof become entitled to DT Ordinary    
Shares, such DT Ordinary Shares to which such holder of 7% Convertible Preferred
Shares is entitled will be issued from the 7% Convertible Preferred Shares Trust
described in Annex 1.05(n)(2) (the "7% CONVERTIBLE PREFERRED SHARES TRUST"), and
to the extent holders of 7% Convertible Preferred Shares become entitled to cash
payment after the Effective Time, such cash payment to which such holder of 7%  
Convertible Preferred Shares is entitled will be paid by DT.                    

(3) Any shares of Convertible Voting Preferred Stock held by DT ("DT  
PREFERRED SHARES") and any Omnipoint 7% Convertible Preferred Stock outstanding 
at the Effective Time shall remain outstanding and shall be unaffected by the   
Merger.                                                                         

(o) Warrants.  If all the warrants granted pursuant to the Omnipoint  
Corporation Remainder Warrant Certificate dated May 6, 1997 (the "WARRANTS")    
shall not have been exercised prior to the Effective Time and any holder of such
Warrants becomes entitled to DT Ordinary Shares after the Effective Time, such  
DT Ordinary Shares to which such holder of Warrants is entitled will be issued  
from the Warrants Trust described in Annex 1.05(o) (the "WARRANTS TRUST"), and  
to the extent any holder of Warrants become entitled to cash payment after the  
Effective Time, such cash payment to which such holder of Warrants is entitled  
will be paid by DT.                                                             

(p) Cook Inlet and Cook Inlet Joint Venture Partners.                 

      (i) To the extent that prior to the Effective Time any of the Cook
    Inlet Partners receives Voicestream Common Shares in respect of its rights
to exchange its interest in any of the Cook Inlet Joint Ventures or   
    Affiliates of such joint ventures (the "COOK INLET EXCHANGE RIGHTS"), such
Cook                                                                  

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  Inlet Partner shall have all the rights with respect to such Voicestream
Common Shares which a Voicestream stockholder has.                    

   (ii) To the extent that any of the Cook Inlet Partners does not
     receive Voicestream Common Shares prior to the Effective Time in respect of
   its Cook Inlet Exchange Rights, each Cook Inlet Partner shall be entitled
  to receive the consideration that such Cook Inlet Partner is entitled to
    receive pursuant to the Cook Inlet Exchange Rights. To the extent that, on
or after the Effective Time, a Cook Inlet Partner is entitled to DT   
     Ordinary Shares, such shares will be delivered from the Cook Inlet Partners
   Trust described in Annex 1.05(p) (the "COOK INLET PARTNERS TRUST"), which
shall be in form and substance reasonably satisfactory to DT and      
   Voicestream and to the extent that such Cook Inlet Partner is entitled to
  cash, such cash shall be paid by DT. The consideration payable to a Cook
Inlet Partner pursuant to this clause (ii) shall not constitute Merger
Consideration for the purpose of this Agreement.                      

         (iii) After the date hereof, Voicestream shall use reasonable efforts
 to obtain the agreement of SSPCS Corporation to enter into an agreement
    relating to its Cook Inlet Exchange Rights in a form substantially similar
     to the agreement relating to such matters entered into by Cook Inlet on the
date hereof.                                                          

      (iv) For purposes of this Section 1.05(p) only, reference to "Cook
    Inlet Partner," "Cook Inlet Partners" or "Cook Inlet Joint Ventures" shall
     include any entity or entities designated as such by mutual agreement of DT
and Voicestream.                                                      

 SECTION 1.06.  Surrender and Payment.  (a) Promptly after the Effective
Time, the Surviving Corporation will send, or will cause the Escrow Agent to    
send, to each holder of record as of the Effective Time of Voicestream Common   
Shares (other than holders of Excluded Voicestream Shares and Dissenting Shares 
and holders of Voicestream Common Shares who made a valid Election with respect 
to all their shares), a letter of transmittal which shall specify that the      
delivery of Certificates shall be effected, and risk of loss and title shall    
pass, only upon proper delivery of a Certificate to the Escrow Agent, and       
instructions for use in effecting the surrender to the Escrow Agent of          
Certificates in exchange for the Merger Consideration (the "LETTER OF           
TRANSMITTAL"). The Letter of Transmittal shall contain such other terms and     
conditions as DT and Voicestream may reasonably specify.                        

(b) Each record holder of any Voicestream Common Shares that have been
converted into a right to receive the consideration set forth in Section 1.05(b)
shall, upon surrender to the Escrow Agent of a Certificate or Certificates,     
together with a properly completed Letter of Transmittal covering the           
Voicestream Common Shares represented by such Certificate or Certificates,      
without further action, be entitled to receive, and the Escrow Agent shall      
deliver (and DT shall cause the Escrow Agent to deliver) to each such holder,   
subject to Section 1.06(e) below, (i) the number of whole DT Depositary Shares  
or DT Ordinary Shares included in the Merger Consideration in respect of such   
Voicestream Common Shares, subject to the provisions of Section 1.05, and (ii) a
check in the amount (after giving effect to any required tax withholdings) of   
(A) the cash consideration that such holder has the right to receive pursuant to
Section 1.05, plus (B) any cash in lieu of Fractional Interests to be paid      
pursuant to Section 1.09, plus (C) any cash dividends or other distributions    
that such holder has the right to receive pursuant to Section 1.06(f). Until so 
surrendered, each such Certificate shall, after the Effective Time, represent   
for all purposes only the right to receive the number of whole DT Depositary    
Shares or DT Ordinary Shares, as applicable, to which it is entitled pursuant to
Section 1.05 and the applicable amounts of cash provided in the foregoing clause
(ii) of the preceding sentence.                                                 

   (c) If any DT Depositary Shares or DT Ordinary Shares are to be delivered
to a Person (as defined below) other than the registered holder of the          
Voicestream Common Shares represented by a Certificate or Certificates          
surrendered with respect thereto, it shall be a condition to such issuance that 
the Certificate or Certificates so surrendered shall be properly endorsed or    
otherwise be in proper form for transfer and that the Person requesting such    
delivery shall pay to the Escrow Agent any transfer or other taxes required as a
result of such delivery to a Person other than the registered holder of such    
Voicestream Common Shares or establish to the satisfaction of the Escrow Agent  
that such tax has been paid or is not payable.                                  

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     (d) The stock transfer books of Voicestream shall be closed after the close
of trading on the NASDAQ on the Trading Day immediately prior to the Effective  
Time, and thereafter there shall be no further registration of transfers of     
Voicestream Common Shares that were outstanding prior to the Effective Time,    
except that such stock transfer books shall be updated to reflect the Permitted 
Stock Dividend (as defined below), if paid after such books are otherwise       
closed. After the Effective Time, Certificates presented to the Surviving       
Corporation for transfer shall be canceled and exchanged for the consideration  
provided for, and in accordance with the procedures set forth, in this Article  
I.                                                                              

   (e) Any DT Ordinary Shares issued and delivered in respect of Voicestream
Common Shares pursuant to this Article I, any cash entitled to be received      
therefor pursuant to Section 1.05, and any cash in lieu of Fractional Interests 
to be paid pursuant to Section 1.09, plus any cash dividend or other            
distribution that such holder has the right to receive pursuant to Section      
1.06(f) that remains unclaimed by any holder of Voicestream Common Shares six   
months after the Effective Time, shall be held by the Escrow Agent (or a        
successor agent appointed by DT) or shall be delivered to the Depositary upon   
the instruction of DT and held by the Depositary, in either case subject to the 
instruction of DT, in an account or accounts designated for such purpose. DT    
shall not be liable to any holder of Voicestream Common Shares for any          
securities delivered or any amount paid by the Depositary, the Escrow Agent or  
its nominee, as the case may be, to a public official which it is so required to
pay under applicable abandoned property laws. Any cash remaining unclaimed by   
holders of Voicestream Common Shares five years after the Effective Time (or    
such earlier date immediately prior to such time as such cash would otherwise   
escheat to or become property of any governmental entity or as is otherwise     
provided by applicable Legal Requirements (as defined below)) shall, to the     
extent permitted by applicable Legal Requirements, become the property of the   
Surviving Corporation or DT, as DT may determine.                               

    (f) No dividends or other distributions nor any voting rights with respect
to securities of DT issuable to the Escrow Agent with respect to Voicestream    
Common Shares shall be paid to or exercised by the holder of any unsurrendered  
Certificates until such Certificates are surrendered as provided in this        
Section. Subject to the effect of applicable Legal Requirements, upon such      
surrender, there shall be issued and/or paid to the holder of DT Depositary     
Shares or DT Ordinary Shares issued in exchange therefor, without interest and  
after giving effect to any required tax withholding, (A) at the time of such    
surrender, the dividends or other distributions payable with respect to such DT 
Depositary Shares or DT Ordinary Shares with a record date after the Effective  
Time and a payment date on or prior to the date of such surrender and not       
previously paid and (B) at the appropriate payment date, the dividends or other 
distributions payable with respect to such DT Depositary Shares or DT Ordinary  
Shares with a record date after the Effective Time but with a payment date      
subsequent to such surrender. For purposes of dividends or other distributions  
in respect of DT Depositary Shares or DT Ordinary Shares, all DT Depositary     
Shares and DT Ordinary Shares to be issued pursuant to the Merger shall be      
deemed issued and outstanding as of the Effective Time. Notwithstanding the     
foregoing, no dividends or other distributions nor any voting rights with       
respect to securities of DT issuable to the Escrow Agent for the account of the 
Dissenting Stockholders Trustee, the Option Trustee, the Warrants Trustee, the  
7% Convertible Preferred Shares Trustee and the Cook Inlet Partners Shares      
Trustee shall be paid to or exercised by any such trustees.                     

     SECTION 1.07.  Permitted Stock Dividend.  Anything in this Agreement to the
contrary notwithstanding:                                                       

          (i) Voicestream may declare, and thereafter make, at any time prior to
the Effective Time, a pro rata distribution to the holders of the then
 outstanding Voicestream Common Shares of 0.0075 of a Voicestream Common
    Share for each Voicestream Common Share outstanding on the record date for
such action (the "PERMITTED STOCK DIVIDEND"), and the conversion or   
   exercise terms of any VoiceStream Equity Right (as defined below) that by
its terms (as in effect on February 8, 2001 in the case of Voicestream
    Equity Rights outstanding on February 8, 2001) adjusts as a result of such
    Permitted Stock Dividend (whether automatically, or upon the taking of any
    corporate action or action by the board of directors of Voicestream or any
such subsidiary) shall be appropriately adjusted.                     

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         (ii) If the Permitted Stock Dividend is paid on or after the Election
Deadline, then the holder of any Voicestream Common Shares received by
 virtue of the Permitted Stock Dividend shall be deemed to have made the
   same election with respect to such shares as such holder shall have made,
   or shall have been deemed to have made, with respect to a majority of the
   Voicestream Common Shares held by such holder; provided, however, that if
  there is no such majority, or no such majority is readily discernible by
 the Escrow Agent, such shares shall be deemed to be No Election Shares.

  SECTION 1.08.  Treatment of Voicestream Stock Plans.  (a) Subject to the
consummation of the Merger, immediately prior to the Effective Time, each       
outstanding option to purchase Voicestream Common Shares (each, a "VOICESTREAM  
OPTION") will be converted (and such Voicestream Option will be extinguished)   
into a right to acquire (each, a "VOICESTREAM ROLLOVER OPTION") from the Options
Trust described in Annex 1.08(a) (which shall be in form and substance          
reasonably satisfactory to DT and Voicestream) on the same terms and conditions 
as were applicable under the Voicestream Option (but taking into account any    
changes thereto, including any acceleration thereof, provided for in the option 
award or in the Voicestream option plans listed on Schedule 1.08(ii) (the       
"VOICESTREAM OPTION PLANS") and applicable to such Voicestream Options by reason
of this Agreement or the transactions contemplated hereby) that number of DT    
Ordinary Shares (the "VOICESTREAM OPTION AMOUNT") determined by multiplying the 
maximum number of Voicestream Common Shares subject to such Voicestream Option  
by the Exchange Ratio, rounded if necessary to the nearest whole DT Ordinary    
Share at an exercise price per DT Ordinary Share equal to the exercise price per
Voicestream Common Share in effect with respect to such Voicestream Option      
immediately prior to the Effective Time divided by the Exchange Ratio. In order 
to implement the conversion of the Voicestream Options described above, the     
arrangements set forth in Annex 1.08(a) will be effected at the Effective Time. 
In the case of a Voicestream Option which is intended to be an incentive stock  
option under Section 422 of the Code, the adjustment in this Section 1.08 shall 
be modified if necessary to permit such Voicestream Option to continue to comply
with Section 422 of the Code. Prior to the Effective Time, Voicestream and DT   
shall mutually agree to either terminate Voicestream's Employee Stock Purchase  
Plan or to convert the options under such plan to Voicestream Rollover Options  
under this Section 1.08(a).                                                     

 (b) Subject to the consummation of the Merger, immediately prior to the
Effective Time, each outstanding award of Voicestream restricted shares that    
remains subject to restrictions at the Effective Time (the "VOICESTREAM         
RESTRICTED SHARES") will be converted (and such Voicestream Restricted Shares   
will be extinguished) into a right to receive (each, a "VOICESTREAM ROLLOVER    
RESTRICTED SHARE") from the Restricted Shares Trust described in Annex 1.08(b), 
on the same terms and conditions and subject to the same vesting provisions as  
were applicable to such award under the Voicestream Plans listed on Schedule    
1.08(ii) (but taking into account any changes thereto provided for in the       
Voicestream Plans listed on Schedule 1.08(ii)) that number of DT Ordinary Shares
(the "RESTRICTED SHARE AMOUNT") determined by multiplying the number of shares  
of Voicestream Common Stock subject to the award by the Exchange Ratio, rounded 
if necessary, to the nearest whole DT Ordinary Share. In order to implement the 
conversion of the Voicestream Restricted Shares described above, the            
arrangements set forth in Annex 1.08(b) will be effected at the Effective Time. 

    (c) To the extent that any Person would otherwise be entitled to receive a
fraction of a DT Ordinary Share pursuant to this Section 1.08, such fraction    
shall be treated in accordance with Section 1.09.                               

   (d) As soon as practicable after the Effective Time, DT shall cause to be
delivered to the holders of Voicestream Options and Voicestream Restricted      
Shares appropriate notices setting forth such holders' rights pursuant to the   
respective Voicestream Plans and agreements evidencing the grants of such       
Voicestream Options and Voicestream Restricted Shares (including that, in       
connection with the Merger and to the extent provided by the terms of the       
Voicestream Plans and award agreements thereunder, the Voicestream Options      
subject to change of control vesting have become fully vested).                 

  (e) No later than the Effective Time, DT shall file or cause to be filed
with the SEC a registration statement on an appropriate form or a post-effective
amendment to a previously filed registration statement under the Securities Act 
with respect to the DT Ordinary Shares and DT Depositary Shares which are       

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subject to the Voicestream Rollover Options as provided in Section 1.08(a), and 
shall use reasonable best efforts to maintain the current status of the         
prospectus associated therewith, as well as to comply with any applicable state 
securities or "blue sky" laws for so long as such options remain outstanding.   

   SECTION 1.09.  Fractional DT Depositary Shares and Fractional DT Ordinary
Shares.  No fraction of a DT Depositary Share or a DT Ordinary Share will be    
issued, but each holder of Voicestream Common Shares otherwise entitled to      
receive a fraction of a DT Depositary Share or DT Ordinary Share will be        
entitled to receive in accordance with the provisions of this Section 1.09 from 
the Escrow Agent a cash payment in lieu of such fraction of a DT Depositary     
Share or DT Ordinary Share, as applicable, (each a "FRACTIONAL INTEREST")       
representing such holder's proportionate interest in the net proceeds from the  
sale by the Escrow Agent on behalf of all such holders of the aggregate of the  
fractions of DT Depositary Shares and DT Ordinary Shares which would otherwise  
be issued ("EXCESS ADSs" and "EXCESS SHARES", respectively). The sale of the    
Excess ADSs and the Excess Shares by the Escrow Agent shall be executed on the  
New York Stock Exchange, Inc. (the "NYSE") and the FSE, respectively, through   
one or more member firms of the NYSE or the FSE, as the case may be, and shall  
be executed in round lots to the extent practicable. Until the net proceeds of  
such sale or sales have been distributed to the holders of Voicestream Common   
Shares otherwise entitled to receive Fractional Interests, the Escrow Agent will
hold such proceeds in trust for such holders of Voicestream Common Shares (the  
"COMMON SHARES TRUST"). DT shall pay all commissions, transfer taxes and other  
out-of-pocket transaction costs, including the expenses and compensation, of the
Escrow Agent incurred in connection with such sale of the Excess ADSs and Excess
Shares. The Escrow Agent shall determine the portion of the Common Shares Trust 
to which each holder of Voicestream Common Shares shall be entitled, if any, by 
multiplying the amount of the aggregate net proceeds comprising the Common      
Shares Trust by a fraction, the numerator of which is the amount of Fractional  
Interests to which such holder of Voicestream Common Shares is entitled and the 
denominator of which is the aggregate amount of Fractional Interests to which   
all holders of Voicestream Common Shares are entitled. As soon as practicable   
after the determination of the amount of cash, if any, to be paid to holders of 
Voicestream Common Shares in lieu of any Fractional Interests, the Escrow Agent 
shall make available such amounts to such holders of Voicestream Common Shares  
without interest.                                                               

SECTION 1.10.  The Surviving Corporation.  (a) The certificate of     
incorporation of Voicestream in effect at the Effective Time shall, by virtue of
the Merger, be amended and restated as of the Effective Time to be identical to 
the certificate of incorporation of Merger Sub (except that Article I thereof   
shall read: "The name of the Corporation is Voicestream Wireless Corporation")  
and, as so amended and restated, shall be the certificate of incorporation of   
the Surviving Corporation until amended in accordance with applicable law.      

   (b) The bylaws of Merger Sub in effect at the Effective Time shall be the
bylaws of the Surviving Corporation until amended in accordance with applicable 
law, provided that from and after the Effective Time the bylaws of Merger Sub   
shall contain provisions identical to Article VII of the bylaws of Voicestream  
as in effect as of the date of this Agreement.                                  

     (c) The directors of Merger Sub and the officers of Voicestream immediately
prior to the Effective Time shall be the directors and officers of the Surviving
Corporation, respectively, and such individuals shall serve in such positions   
until their successors shall have been duly elected and shall qualify.          

  SECTION 1.11.  Lost, Stolen or Destroyed Certificates.  In the event any
Certificate shall have been lost, stolen or destroyed, upon the holder's        
compliance with the replacement requirements established by the Escrow Agent,   
including, if necessary, the posting by such Person of a bond in customary      
amount as indemnity against any claim that may be made against it with respect  
to such Certificate, the Escrow Agent will issue in exchange for such lost,     
stolen or destroyed Certificate, the Merger Consideration and any cash payable  
in lieu of Fractional Interests and any unpaid dividends or other distributions 
deliverable pursuant to Section 1.06(f) in respect of the Voicestream Common    
Shares represented by such Certificate pursuant to this Agreement.              

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SECTION 1.12.  Dissenting Shares.  Voicestream Common Shares which are
issued and outstanding immediately prior to the Effective Time and which are    
held by a holder who has not voted such shares in favor of the Merger, who shall
have delivered a written demand for appraisal of such shares in the manner      
provided by Delaware Law and who shall not have effectively withdrawn or lost   
such right to appraisal as of the Effective Time ("DISSENTING SHARES"), shall be
entitled to such rights (but only such rights) as are granted by Section 262 of 
the Delaware Law. Each holder of Dissenting Shares who becomes entitled to      
payment for such Dissenting Shares pursuant to Section 262 of the Delaware Law  
shall receive payment therefor from the Surviving Corporation in accordance with
Delaware Law; provided, however, that (i) if any such holder of Dissenting      
Shares shall have failed to establish his entitlement to appraisal rights as    
provided in Section 262 of the Delaware Law, (ii) if any holder of Dissenting   
Shares shall have effectively withdrawn his demand for appraisal of such Shares 
or lost his right to appraisal and payment for his Shares under Section 262 of  
the Delaware Law or (iii) if neither any holder of Dissenting Shares nor the    
Surviving Corporation shall have filed a petition demanding a determination of  
the value of all Dissenting Shares within the time provided for the filing of   
such petition in Section 262 of the Delaware Law, such holder shall forfeit the 
right to appraisal of such Dissenting Shares and the holder of each such        
Dissenting Share shall be deemed to have made a Mixed Election pursuant to      
Section 1.05(d) and each such Share shall be converted into the right to receive
the Mixed Consideration pursuant to Section 1.05(d). Voicestream shall give DT  
prompt notice of any demands received by Voicestream for appraisal of           
Voicestream Common Shares and DT shall have the right to conduct all            
negotiations and proceedings with respect to such demands. Except with the prior
written consent of DT, Voicestream shall not make any payment with respect to,  
or settle or offer to settle, any such demands. To the extent holders of        
Dissenting Shares become entitled to DT Ordinary Shares or cash after the       
Effective Time, such DT Ordinary Shares and cash to which such holder of        
Dissenting Shares is entitled will be issued from the Dissenting Stockholder    
Trust described in Annex 1.12 (the "DISSENTING STOCKHOLDERS TRUST").            

ARTICLE 2 

REPRESENTATIONS AND WARRANTIES OF VOICESTREAM 

    Except as disclosed in the Voicestream SEC Reports filed prior to the date
of this Agreement and except as set forth in the Voicestream disclosure         
schedules to this Agreement (it being agreed that disclosure of any item in such
schedules shall be deemed disclosure with respect to any section of this        
Agreement to which the relevance of such item is reasonably apparent),          
Voicestream hereby represents and warrants as of the date hereof to DT as       
follows:                                                                        

   SECTION 2.01.  Organization and Qualification; Subsidiaries.  Voicestream
and each of its Significant Subsidiaries is a corporation or limited liability  
company duly organized, validly existing and in good standing under the laws of 
its jurisdiction of incorporation or organization. Each of the Voicestream      
Subsidiaries which is not a Significant Subsidiary and each of the Cook Inlet   
Joint Ventures, as listed on Schedule 2.01 hereto, is duly organized, validly   
existing and in good standing under the laws of its jurisdiction of             
incorporation or organization, except for such failure which, when taken        
together with all other such failures, would not reasonably be expected to have 
a Material Adverse Effect on Voicestream. Each of Voicestream, its Significant  
Subsidiaries and the Cook Inlet Joint Ventures has the requisite power and      
authority and any necessary Permit (as defined below) to own, operate or lease  
the properties that it purports to own, operate or lease and to carry on its    
business as it is now being conducted, and is duly qualified to do business, and
is in good standing, in each jurisdiction where the character of its properties 
owned, operated or leased or the nature of its activities makes such            
qualification necessary, except for such failure which, when taken together with
all other such failures, would not reasonably be expected to have a Material    
Adverse Effect on Voicestream. Schedule 2.01 sets forth a list of all           
Voicestream Significant Subsidiaries and all entities in which Voicestream has  
an Investment Interest and their respective jurisdictions of incorporation or   
organization and identifies Voicestream's (direct or indirect) percentage       
ownership interest therein.                                                     

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  SECTION 2.02.  Certificate of Incorporation and Bylaws.  Voicestream has
heretofore furnished, or otherwise made available, to DT a complete and correct 
copy of the Certificate of Incorporation and the Bylaws, each as amended to the 
date hereof, of Voicestream and each of its Significant Subsidiaries. Such      
Certificates of Incorporation and Bylaws are in full force and effect. Neither  
Voicestream, any of its Significant Subsidiaries nor any of the Cook Inlet Joint
Ventures is in violation of any of the provisions of its respective Certificate 
of Incorporation or, in any material respect, its Bylaws or similar constituent 
documents.                                                                      

SECTION 2.03.  Capitalization.  (a) The authorized capital stock of   
Voicestream consists solely of (i) 1,000,000,000 Voicestream Common Shares, of  
which, as of June 30, 2000, (A) 214,117,711 shares were issued and outstanding, 
including the restricted shares listed on Schedule 1.08(ii), (B) no shares were 
held in the treasury of Voicestream, (C) 10,173,546 shares were issuable upon   
the exercise of options outstanding under the Voicestream option plans listed on
Schedule 2.03(a) hereto (the "VOICESTREAM PLANS"), and (D) 274,844 shares were  
issuable upon the exercise of the Warrants, and (ii) 100,000,000 shares of      
preferred stock, $0.001 par value, of Voicestream, of which, as of June 30,     
2000, 7,606 2 1/2% Convertible Preferred Shares were issued and outstanding and 
owned by Hutchison Telecommunications PCS (USA) Limited, which shares, as of the
date hereof, are convertible into 26,227,586 Voicestream Common Shares. The     
authorized share capital of Omnipoint Corporation consists solely of (i)        
200,000,000 shares of common stock $0.01 par value, of which, as of June 30,    
2000 65,000,000 shares were issued and outstanding and owned by Voicestream, and
(ii) 10,000,000 shares of preferred stock, $0.01 par value, of which, as of June
30, 2000 6,355,195 shares of 7% Convertible Preferred Stock were issued and     
outstanding, which shares are convertible, as of the date hereof, into 8,425,082
Voicestream Common Shares. Except as set forth in Schedule 2.03 or permitted by 
Section 4.01 or as a result of transactions permitted by Section 5.15 and as to 
the exchange rights relating to the Cook Inlet Joint Ventures, and except as a  
result of the Permitted Stock Dividend, (i) since June 30, 2000, no Voicestream 
Common Shares have been issued, except upon the exercise of options or the      
Warrants described in the immediately preceding sentence, and (ii) as of June   
30, 2000, there are no outstanding Voicestream Equity Rights. For purposes of   
this Agreement, "VOICESTREAM EQUITY RIGHTS" means subscriptions, options,       
warrants, calls, commitments, agreements, conversion rights, exchange rights or 
other rights of any character (contingent or otherwise) to purchase or otherwise
acquire from Voicestream or any of Voicestream's Subsidiaries or any Cook Inlet 
Joint Venture at any time any shares of the capital stock or other voting or    
non-voting securities of Voicestream. Schedule 2.03 hereto sets forth a complete
and accurate list of all outstanding Voicestream Equity Rights as of June 30,   
2000 (provided that, with respect to options, such list need only set forth the 
aggregate number of options with weighted average exercise prices at which      
grants have been made and need not specify grants by grantee). Since June 30,   
2000, no Voicestream Equity Rights have been issued except (1) after the date   
hereof, as permitted by Section 4.01, (2) as a result of transactions permitted 
by Section 5.15 hereof (or as would have been permitted had this Agreement been 
in effect from June 30, 2000), (3) the DT Preferred Shares, (4) or the          
restricted shares set forth on Schedule 1.08(ii) and (5) any increases in any   
existing Voicestream Equity Rights arising from antidilution or similar         
adjustments resulting from the payment of the Permitted Stock Dividend, which   
increases, in the aggregate, will not, on the date the Permitted Stock Dividend 
is declared and on the date it is paid, increase the aggregate number of        
Voicestream Common Shares subject to Voicestream Equity Rights by more than     
0.75%.                                                                          

(b) Except as set forth on Schedule 2.03(b), there are no outstanding 
obligations of Voicestream or any of Voicestream's Subsidiaries or any Cook     
Inlet Joint Venture to repurchase, redeem or otherwise acquire any shares of    
capital stock of Voicestream, except those arising after the date hereof, as    
permitted by Section 4.01.                                                      

     (c) All of the issued and outstanding Voicestream Common Shares are validly
issued, fully paid and nonassessable.                                           

    (d) All the outstanding capital stock of each of Voicestream's Significant
Subsidiaries and each of the Cook Inlet Joint Ventures which is owned by        
Voicestream is duly authorized, validly issued, fully paid and nonassessable and
owned by Voicestream or one of its Subsidiaries free and clear of any material  

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liens, security interest, pledges, charges or encumbrances except for any liens,
security interest, pledges, charges or encumbrances which are granted to secure 
indebtedness. Except as set forth on Schedules 1.08 and 2.03 and as to the      
exchange rights relating to the Cook Inlet Joint Ventures, except as hereafter  
issued or entered into in accordance with Section 4.01 and except for the DT    
Preferred Shares, there are no material existing subscriptions, options,        
warrants, calls, commitments, agreements, conversion rights, exchange rights or 
other rights of any character (contingent or otherwise) to purchase or otherwise
acquire from Voicestream or any of Voicestream's Significant Subsidiaries or the
Cook Inlet Joint Venture at any time any shares of the capital stock or other   
voting or non-voting securities or partnership interests or membership interests
of any Voicestream Significant Subsidiary or any Cook Inlet Joint Venture,      
whether or not presently issued or outstanding (except for rights of first      
refusal to purchase interests in Subsidiaries which are not wholly owned by     
Voicestream and the Cook Inlet Joint Venture), and there are no outstanding     
obligations of Voicestream or any of Voicestream's Significant Subsidiaries or  
the Cook Inlet Joint Ventures to repurchase, redeem or otherwise acquire any    
shares of capital stock or other voting or non-voting securities or partnership 
interests or membership interests of Voicestream or any of Voicestream's        
Subsidiaries or any Cook Inlet Joint Venture. Except for (i) its Subsidiaries,  
(ii) investments of Persons in which Voicestream has less than a five percent   
(5%) interest, (iii) equity interests disclosed on Schedules 2.01 and 2.03      
hereto or hereafter acquired as permitted under Section 4.01 or as a result of  
transactions permitted by Section 5.15 and (iv) the Cook Inlet Joint Ventures   
and the Other Joint Ventures, Voicestream does not directly or indirectly own   
any equity interest in any other Person except as permitted by Section 4.01 or  
as a result of transactions permitted by Section 5.15. Except as a result of    
transactions permitted by Section 4.01 or Section 5.15, neither Voicestream nor 
any of its Subsidiaries is subject to any material requirement to provide funds 
for or to make any investment (in the form of a loan, capital contribution or   
otherwise) to or in any Cook Inlet Joint Venture, any Other Joint Venture or any
other non-Affiliated entity.                                                    

     (e) No bonds, debentures, notes or other indebtedness of Voicestream having
the right to vote on any matters on which stockholders may vote are issued or   
outstanding except for any securities issued after the date hereof in accordance
with Section 4.01.                                                              

   (f) Neither Voicestream nor any of its Subsidiaries or Affiliates nor any
of the Cook Inlet Joint Ventures shall have any obligations or liabilities      
arising out of the exercise of the exchange rights relating to the Cook Inlet   
Joint Ventures Investment other than (i) the obligation to issue to the Cook    
Inlet Partners with respect to each Cook Inlet Joint Venture the number of      
Voicestream Common Shares set forth on Schedule 2.03(f) the payment by each Cook
Inlet Joint Venture of the amounts set forth opposite the names of such Cook    
Inlet Joint Venture on Schedule 2.03(f) and obligations relating to the         
registration, listing and similar matters with respect to the Voicestream Common
Shares and (iii) any obligations or liabilities relating to the management or   
operation of or membership in the Cook Inlet Joint Ventures and obligations to  
restructure or modify the organizational documents of the Cook Inlet Joint      
Ventures.                                                                       

SECTION 2.04.  Authority Relative to this Agreement, the Stockholders 
Agreement and the DT Financing Agreements.  Voicestream has the necessary       
corporate power and authority to enter into this Agreement and the DT Financing 
Agreements and, subject to obtaining any necessary stockholder approval of the  
Merger and this Agreement, to carry out its obligations hereunder and           
thereunder. The execution and delivery of this Agreement and the DT Financing   
Agreements by Voicestream and the consummation by Voicestream of the            
transactions contemplated hereby and thereby have been duly authorized by all   
necessary corporate action on the part of Voicestream, subject to the approval  
and adoption of this Agreement by a majority of the votes entitled to be cast by
all holders of Voicestream Common Shares and Voicestream Convertible Voting     
Preferred Stock outstanding on the record date (the "RECORD DATE") established  
for the Voicestream Stockholders Meeting, voting together as a single class     
("VOICESTREAM STOCKHOLDER APPROVAL"). This Agreement and the DT Financing       
Agreements have been duly executed and delivered by Voicestream and, assuming   
the due authorization, execution and delivery thereof by the other Parties      
hereto and thereto, constitute legal, valid and binding obligation of           
Voicestream, enforceable against it in accordance with their respective terms,  
subject to applicable                                                           

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bankruptcy, insolvency, reorganization, moratorium or other laws relating to or 
affecting the rights and remedies of creditors generally and to general         
principles of equity (regardless of whether considered in a proceeding in equity
or at law).                                                                     

   SECTION 2.05.  No Conflict; Required Filings and Consents.  (a) Except as
described in subsection (b) below, the execution and delivery of this Agreement 
and the DT Financing Agreements by Voicestream does not, and the performance of 
this Agreement and the DT Financing Agreements by Voicestream will not, and, if 
the Permitted Stock Dividend is declared or paid, on the date the Permitted     
Stock Dividend is declared and the date it is paid, such declaration or payment 
(including treatment of fractional shares), as the case may be, will not, (i)   
violate or conflict with the Certificate of Incorporation or Bylaws of          
Voicestream, (ii) conflict with or violate any law, regulation, court order,    
judgment or decree applicable to Voicestream or any of its Significant          
Subsidiaries or by which any of their respective property is bound or affected, 
(iii) violate or conflict with the Certificate of Incorporation or Bylaws of any
of Voicestream's Subsidiaries or any of the constituent documents of any of the 
Cook Inlet Joint Ventures, or (iv) result in any breach of or constitute a      
default (or an event which with notice or lapse of time or both would become a  
default) under, or give to others any rights of termination or cancellation or  
repurchase of, or result in the creation of a lien or encumbrance on any of the 
properties or assets of Voicestream or any of its Subsidiaries or any Cook Inlet
Joint Venture pursuant to, or result in the loss of any material benefit or     
right, or result in an acceleration of any rights or amounts due resulting from 
a change of control or otherwise, or require the consent of any other party to, 
any contract, instrument, Permit, license or franchise to which Voicestream or  
any of its Significant Subsidiaries or any Cook Inlet Joint Venture is a party  
or by which Voicestream, any of such Subsidiaries or any Cook Inlet Joint       
Venture or any of their respective property is bound or affected, except, in the
case of clauses (ii), (iii) and (iv) above, for conflicts, violations, breaches,
defaults, rights, results or consents which, individually or in the aggregate,  
would not have a Material Adverse Effect on Voicestream, and except that the    
consummation of the Merger is conditional upon receipt of the Voicestream       
Stockholder Approval.                                                           

(b) Except for applicable requirements, if any, of the Federal        
Communications Commission (the "FCC"), the Exchange Act, the premerger          
notification requirements of the HSR Act, Council Regulation (EEC) No. 4064/89, 
if required, filing of a notice pursuant to Sections 721 of Exon-Florio, filing 
and recordation of appropriate merger or other documents as required by Delaware
Law and any filings required pursuant to the rules of any applicable stock      
exchanges (collectively, the "VOICESTREAM REQUIRED APPROVALS"), neither         
Voicestream nor any of its Subsidiaries nor any Cook Inlet Joint Venture is     
required to submit any notice, report or other filing with any Governmental or  
Regulatory Authority in connection with the execution, delivery or performance  
of this Agreement or the DT Financing Agreements. Except as set forth in the    
immediately preceding sentence, no waiver, consent, approval or authorization of
any Governmental or Regulatory Authority is required to be obtained by          
Voicestream or any of its Subsidiaries or any Cook Inlet Joint Venture in       
connection with its execution, delivery or performance of this Agreement or the 
DT Financing Agreements.                                                        

    SECTION 2.06.  SEC Filings; Financial Statements.  (a) Each of Voicestream
and its Significant Subsidiaries has filed all forms, reports and documents     
required to be filed with the SEC since January 1, 1999, together with any      
amendments and exhibits thereto, (i) its Annual Report on Form 10-K for the     
fiscal year ended December 31, 1999, (ii) all proxy statements relating to      
meetings of stockholders (whether annual or special) held since January 1, 1999,
(iii) its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,  
2000 and (iv) all other reports or registration statements filed by each of     
Voicestream and its Significant Subsidiaries with the SEC since January 1, 1999 
(collectively, the "VOICESTREAM SEC REPORTS"). Taking into account any          
amendments and supplements filed prior to the date of this Agreement, the       
Voicestream SEC Reports (i) were prepared substantially in accordance with the  
requirements of the Securities Act or the Exchange Act, as the case may be, and 
the rules and regulations promulgated under each of such respective acts, and   
(ii) did not at the time they were filed contain any untrue statement of a      
material fact or omit to state a material fact required to be stated therein or 
necessary in order to make the statements therein, in the light of the          
circumstances under which they were made, not misleading.                       

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(b) The financial statements (the "VOICESTREAM FINANCIAL STATEMENTS"),
including all related notes and schedules, contained in the Voicestream SEC     
Reports (or incorporated by reference therein) fairly present the consolidated  
financial position of Voicestream and its Subsidiaries as at the respective     
dates thereof and the consolidated results of operations and cash flows of      
Voicestream and its Subsidiaries, or of Voicestream's Significant Subsidiaries, 
as the case may be, for the periods indicated in accordance with GAAP applied on
a consistent basis throughout the periods involved (except as disclosed in the  
notes thereto) and subject in the case of interim financial statements to normal
year-end adjustments.                                                           

   SECTION 2.07.  Absence of Certain Changes or Events.  Except as permitted
by this Agreement or consented to by DT hereunder, (a) since December 31, 1999, 
there has not been any Material Adverse Effect on Voicestream and (b)           
Voicestream, its Subsidiaries and the Cook Inlet Joint Ventures, taken as a     
whole, have not incurred since December 31, 1999 any material liabilities or    
obligations except (i) liabilities or obligations (1) which are accrued or      
reserved against in the Voicestream Financial Statements included in            
Voicestream's SEC Reports filed prior to the date hereof or reflected in the    
notes thereto or (2) which were incurred after December 31, 1999 in the ordinary
course of business and consistent with past practices, (ii) liabilities or      
obligations which have been discharged or paid in full prior to the date hereof 
in the ordinary course of business, (iii) liabilities and obligations which are 
of a nature not required to be reflected in the consolidated financial          
statements of Voicestream and its Subsidiaries prepared in accordance with GAAP 
and (iv) liabilities and obligations arising after December 31, 1999 which,     
individually and in the aggregate, would not reasonably be expected to have a   
Material Adverse Effect on Voicestream.                                         

 SECTION 2.08.  Litigation.  As of the date hereof, there are no claims,
actions, suits, proceedings or investigations pending or, to Voicestream's      
Knowledge, threatened against Voicestream, any of its Subsidiaries or any Cook  
Inlet Joint Venture, or any properties or rights of Voicestream, any of its     
Subsidiaries or any Cook Inlet Joint Venture, before any Governmental or        
Regulatory Authority that would reasonably be expected to result in an adverse  
judgment or determination against Voicestream, any of its Subsidiaries or any   
Cook Inlet Joint Venture, except for those that are not, individually or in the 
aggregate, reasonably likely to have a Material Adverse Effect on Voicestream or
prevent Voicestream from consummating the transactions contemplated by this     
Agreement.                                                                      

    SECTION 2.09.  No Violation of Law; Permits.  The business of Voicestream,
its Subsidiaries and the Cook Inlet Joint Ventures is not being conducted in    
violation of any statute, law, ordinance, regulation, judgment, order or decree 
of any Governmental or Regulatory Authority (including, without limitation, any 
stock exchange or other self-regulatory body) ("LEGAL REQUIREMENTS"), or in     
violation of any permits, franchises, licenses, privileges, immunities,         
approvals, certificates, orders, authorizations or consents that are granted by 
any Governmental or Regulatory Authority (including, without limitation, any    
stock exchange or other self-regulatory body) ("PERMITS"), except for violations
which, individually or in the aggregate, would not reasonably be expected to    
have a Material Adverse Effect on Voicestream. Except as disclosed in the       
Voicestream SEC Reports filed prior to the date hereof, as of the date hereof,  
no investigation, review or proceeding by any Governmental or Regulatory        
Authority (including, without limitation, any stock exchange or other           
self-regulatory body) with respect to Voicestream, its Subsidiaries or any Cook 
Inlet Joint Venture in relation to any alleged violation of law or regulation is
pending or, to Voicestream's Knowledge, threatened, nor has any Governmental or 
Regulatory Authority (including, without limitation, any stock exchange or other
self-regulatory body) indicated in writing an intention to conduct the same,    
except for such investigations which would not reasonably be expected to have,  
individually or in the aggregate, a Material Adverse Effect on Voicestream. None
of the representations and warranties made in this Section 2.09 are being made  
with respect to Environmental Laws (as defined below).                          

SECTION 2.10.  Information Provided by Voicestream.  None of the      
information supplied or to be supplied by or on behalf of Voicestream for       
inclusion or incorporation by reference in the Registration Statement (as       
defined below) will, at the time the Registration Statement becomes effective   
under the Securities Act, 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, in light of the circumstances under which          

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they were made, not misleading. None of the information supplied or to be       
supplied by or on behalf of Voicestream for inclusion or incorporation by       
reference in the Voicestream Proxy Statement (as defined below) will, at the    
dates mailed to stockholders and at the times of the Voicestream Stockholders'  
Meeting, 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. None of the information supplied or to be supplied by or on behalf  
of Voicestream for inclusion or incorporation by reference in the German Listing
Prospectus will, at the time the German Listing Prospectus is published, 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, in   
light of the circumstances under which they were made, not misleading. None of  
the information supplied or to be supplied by or on behalf of Voicestream for   
inclusion or incorporation by reference in the auditor's report to be prepared  
pursuant to Section 183(3) of the German Act will, at the time the report is    
filed with the Commercial Register, 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, in light of the circumstances under   
which they were made, not misleading. None of the information to be supplied by 
or on behalf of Voicestream pursuant to Section 5.07(d) will contain any untrue 
statement of material fact or omit to state any 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 Registration      
Statement and the Voicestream Proxy Statement (except for information relating  
solely to DT) will comply as to form in all material respects with the          
provisions of the Securities Act and the Exchange Act and the rules and         
regulations promulgated thereunder.                                             

  SECTION 2.11.  Employee Matters; ERISA.  Except as set forth on Schedule
2.11:                                                                           

(a) Schedule 2.11 contains a true and complete list of all material   
employee benefit plans sponsored or maintained by Voicestream or its            
Subsidiaries and covering present or former employees or directors of           
Voicestream and of each of its Subsidiaries or their beneficiaries, or providing
benefits to such persons in respect of services provided to any such entity, or 
with respect to which Voicestream or any of its Subsidiaries has, or has had, an
obligation to contribute or any other liability, including, but not limited to, 
any employee benefit plans within the meaning of Section 3(3) of the Employee   
Retirement Income Security Act of 1974, as amended ("ERISA"), any deferred      
compensation, bonus, stock option, restricted stock, incentive, profit sharing, 
retirement, savings, medical, health, life insurance, disability, sick leave,   
cafeteria or flexible spending, vacation, unemployment compensation, severance  
or change in control agreements, arrangements, programs, policies or plans and  
any other benefit arrangements or payroll practice (collectively, the           
"VOICESTREAM BENEFIT PLANS"), whether funded or unfunded, insured or uninsured, 
written or unwritten, true and complete copies of which have been provided to   
DT.                                                                             

(b) Except as would not reasonably be expected to result in a Material
Adverse Effect on Voicestream, all contributions and other payments required to 
be made by Voicestream or any of its Subsidiaries to or under any Voicestream   
Benefit Plan (or to any person pursuant to the terms thereof) have been made or 
the amount of such payment or contribution obligation has been reflected in the 
Voicestream Financial Statements.                                               

     (c) Each of the Voicestream Benefit Plans intended to be "qualified" within
the meaning of Section 401(a) of the Code has received a favorable determination
letter from the Internal Revenue Service (the "IRS") or is a prototype plan     
which has received a favorable opinion letter, and, to Voicestream's Knowledge, 
no circumstances exist that could reasonably be expected by Voicestream to      
adversely affect such qualification, except as would not reasonably be expected 
to have a Material Adverse Effect on Voicestream. Except as would not reasonably
be expected to have a Material Adverse Effect on Voicestream, Voicestream is in 
compliance in all respects with, and each of the Voicestream Benefit Plans      
complies in form with, and is and has been operated in all respects in          
compliance with, all applicable Legal Requirements, including, without          
limitation, ERISA and the Code. No assets of Voicestream or any of its          
Subsidiaries are subject to liens arising under ERISA or the Code on account of 
any Voicestream Benefit Plan, neither Voicestream nor any of its Subsidiaries   
has been required to provide any security under Section 401(a)(29) or 412(f) of 
the Code, or under Section 307 of ERISA, and, to Voicestream's                  

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Knowledge, no event has occurred that could give rise to any such lien or a     
requirement to provide such security.                                           

   (d) Except as would not reasonably be expected to have a Material Adverse
Effect on Voicestream, to Voicestream's Knowledge, there does not now exist any 
condition or set of circumstances, that could subject Voicestream or any of its 
Subsidiaries to any material liability arising under any indemnity agreement to 
which Voicestream or any of its Subsidiaries is a party, excluding liability for
benefit claims and funding obligations payable in the ordinary course. No       
Voicestream Benefit Plan subject to Title IV of ERISA has terminated, nor has a 
"reportable event" (within the meaning of Section 4043 of ERISA) occurred with  
respect to any such plan (other than such events with respect to which the      
reporting requirement has been waived by regulation).                           

   (e) None of the Voicestream Benefit Plans that are "welfare plans" within
the meaning of Section 3(1) of ERISA provide for any post-employment or retiree 
benefits other than continuation coverage required to be provided under Section 
4980B of the Code, Part 6 of Title I of ERISA, or applicable state law.         

  (f) Voicestream has made available to DT a true and correct copy of each
current or last, in the case where there is no current, expired collective      
bargaining agreement to which Voicestream or any of its Subsidiaries is a party 
or under which Voicestream or any of its Subsidiaries has obligations and copies
of the following documents with respect to each Voicestream Benefit Plan, where 
applicable, (i) the plan documents governing such plan and the most recent      
summary plan description furnished to employees, (ii) the most recent annual    
reports filed with the IRS, (Form 5500-series), including all schedules and     
attachments thereto, (iii) each related trust agreement or other funding        
arrangement (including all amendments to each such agreement), (iv) the most    
recent determination of the IRS with respect to the qualified status of such    
Voicestream Benefit Plan, and any currently-pending application for such a      
letter, and (v) the most recent actuarial report or valuation.                  

 (g) The consummation or announcement of any transaction contemplated by
this Agreement will not (either alone or upon the occurrence of any additional  
or further acts or events) result in any (a) payment (whether of severance pay  
or otherwise) becoming due from Voicestream or any of its Subsidiaries to any   
officer, employee, former employee or director thereof or to the trustee under  
any "rabbi trust" or similar arrangement, (b) obligation on the part of         
Voicestream or DT to pay any excise tax or any similar tax imposed on any       
employee or former employee of Voicestream or its subsidiaries under Section    
4999 of the Code or any other similar taxes except as provided in Schedule      
4.01(e), (c) benefit under any Voicestream Benefit Plan being established or    
becoming accelerated, vested or payable or (d) "reportable event" (as defined in
Section 4043 of ERISA) with respect to a Voicestream Benefit Plan subject to    
Title IV of ERISA.                                                              

 (h) The consummation or announcement of any transaction contemplated by
this Agreement will not (either alone or upon the occurrence of any additional  
or further acts or events) result in the disqualification of any of the         
Voicestream Benefit Plans intended to be qualified under, result in a prohibited
transaction or breach of fiduciary duty under, or otherwise violate, ERISA or   
the Code in a manner that would give rise to material liability.                

   (i) Except as would not reasonably be expected to have a Material Adverse
Effect on Voicestream, neither Voicestream nor any of its Subsidiaries nor any  
of their directors, officers, employees or agents, nor any "party in interest"  
or "disqualified person", as such terms are defined in Section 3 of ERISA and   
Section 4975 of the Code, with respect to any Voicestream Benefit Plan, has     
engaged in or been a party to any "prohibited transaction", as such term is     
defined in Section 4975 of the Code or Section 406 of ERISA, which is not       
otherwise exempt, which could result in the imposition of either a penalty      
assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of
the Code upon Voicestream or its Subsidiaries, or which could constitute a      
breach of fiduciary duty which could result in liability on the part of         
Voicestream or any of its Subsidiaries.                                         

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(j) No Voicestream Benefit Plan has incurred any "accumulated funding 
deficiency" (as defined in Section 412 of the Code or Part 3 of Title I of      
ERISA), whether or not waived. Neither Voicestream nor any of its Subsidiaries  
has incurred, and none of such entities reasonably expects to incur, any        
material liability to the PBGC with respect to any Voicestream Benefit Plan.    
Neither Voicestream nor any of its Subsidiaries is a party to, contributes to,  
or is required to contribute to, and neither has incurred or reasonably expects 
to incur, any withdrawal liability with respect to, any "multiemployer plan" (as
defined in Section 3(37) of ERISA). No Voicestream Benefit Plan is a "multiple  
employer plan", within the meaning of the Code or ERISA.                        

(k) No employee is entitled to any "reload" options under any of the  
Voicestream Benefit Plans.                                                      

   SECTION 2.12.  Labor Matters.  As of the date hereof, neither Voicestream
nor any of its Subsidiaries is party to any collective bargaining agreements. As
of the date hereof, there are no labor unions or other organizations            
representing or to Voicestream's Knowledge purporting to represent or making    
significant or sustained efforts to represent, a significant number of employees
of Voicestream or its Subsidiaries. There is no pending, or, to the knowledge of
Voicestream, threatened labor dispute, strike, work stoppage or other concerted 
labor activity against Voicestream or its Subsidiaries which would be reasonably
likely to have a Material Adverse Effect on Voicestream. During the three (3)   
year period preceding the date hereof, to the Knowledge of Voicestream, there   
have been no significant or sustained efforts to organize activities conducted  
by any labor organization or work council or the like with respect to any       
employees of Voicestream or its Subsidiaries. Except for any violations, charges
or complaints that would not, individually or in the aggregate, be reasonably   
likely to have a Material Adverse Effect on Voicestream, neither Voicestream nor
any of its Subsidiaries has committed any unfair labor practices or violated in 
any material respect any applicable employment laws, regulations, ordinances,   
rules, orders or decrees in connection with the operation of the respective     
businesses of Voicestream and its Subsidiaries and there is no pending or, to   
the knowledge of Voicestream, threatened charge, complaint, investigation or    
proceeding against Voicestream or its Subsidiaries by or before the National    
Labor Relations Board, the Department of Labor, the Equal Employment Opportunity
Commission, the Occupational Health and Safety Administration or any comparable 
state or municipal agency by or on behalf of any employee or class of employees 
or by or before any governmental agency relating to a purported violation of any
applicable employment laws, regulations, ordinances, rules, orders or decrees.  

SECTION 2.13.  Environmental Matters.  Except for such matters that,  
individually or in the aggregate, are not reasonably likely to have a Material  
Adverse Effect on Voicestream, or would not otherwise require disclosure        
pursuant to the Securities Act or Exchange Act, (i) each of Voicestream, its    
Subsidiaries and the Cook Inlet Joint Ventures has complied and is in compliance
with all applicable Environmental Laws (as defined below); (ii) the properties  
currently owned or operated by it, any of its Subsidiaries or any Cook Inlet    
Joint Venture (including soils, groundwater, surface water, buildings or other  
structures) are not contaminated with any Hazardous Substances (as defined      
below); (iii) to Voicestream's Knowledge, no Hazardous Substances were present, 
disposed, released or otherwise deposited on, under, at or from the properties  
formerly owned or operated by it, any of its Subsidiaries or any Cook Inlet     
Joint Venture during the period of ownership or operation by it, any of its     
Subsidiaries or any Cook Inlet Joint Venture; (iv) to Voicestream's Knowledge,  
neither it nor any of its Subsidiaries nor any Cook Inlet Joint Venture is      
subject to liability for any Hazardous Substance disposal or contamination on   
any third party property; (v) neither it nor any of its Subsidiaries nor any    
Cook Inlet Joint Venture has received any notice, demand, threat, letter, claim 
or request for information alleging that it or any of its Subsidiaries may be in
violation of or liable under any Environmental Law (including any claims        
relating to electromagnetic fields or microwave transmissions); and (vi) to     
Voicestream's Knowledge, neither it nor any of its Subsidiaries nor any Cook    
Inlet Joint Venture is subject to any orders, decrees, injunctions or other     
arrangements (other than those of general applicability not specifically related
to Voicestream) with any Governmental or Regulatory Authority or is subject to  
any indemnity or other agreement with any third party relating to liability     
under any Environmental Law or relating to Hazardous Substances (except for such
agreements entered into by Voicestream in the ordinary course of business).     

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   "ENVIRONMENTAL LAW" means any federal, state, local, foreign or other law
(including common law), statutes, ordinances or codes relating to: (a) the      
protection, investigation or restoration of the environment or natural          
resources, (b) the handling, use, presence, disposal, release or threatened     
release of any Hazardous Substance, or (c) noise, odor, wetlands, pollution,    
contamination or any injury or threat of injury to person or property in        
connection with any Hazardous Substance.                                        

   "HAZARDOUS SUBSTANCES" means any substance that is: listed, classified or
regulated pursuant to any Environmental Law, including any petroleum product or 
by-product, asbestos-containing material, lead-containing paint or plumbing,    
polychlorinated biphenyls, radioactive materials or radon.                      

SECTION 2.14.  Board Action; Vote Required; Applicability of Section  
203.  (a) The Board of Directors of Voicestream has determined that the         
transactions contemplated by this Agreement are advisable and in the best       
interests of Voicestream and its stockholders and has resolved to recommend to  
such stockholders that they vote in favor thereof.                              

     (b) The Voicestream Stockholder Approval is the only vote of the holders of
any class or series of the capital stock of Voicestream required to approve this
Agreement, the Merger and the other transactions contemplated hereby.           

(c) Prior to the execution of the Stockholders Agreement and the DT   
Financing Agreements, the Board of Directors of Voicestream approved the        
transactions contemplated hereby, by the DT Financing Agreements and the        
Stockholders Agreement for purposes of Section 203 of the Delaware Law          
including, without limitation, approving of DT becoming an "interested          
stockholder" as defined in and for the purposes of such Section 203. To         
Voicestream's Knowledge, no "moratorium", "control share", "fair price" or other
antitakeover laws and regulations of the State of Delaware or the State of      
Washington (collectively, "VOICESTREAM TAKEOVER LAWS") are applicable to the    
Merger or the other transactions contemplated by this Agreement, the            
Stockholders' Agreement and the DT Financing Agreements.                        

    SECTION 2.15.  Opinion of Financial Advisor.  Voicestream has received the
opinion of Goldman, Sachs & Co., dated the date hereof, to the effect that, as  
of such date, the Merger Consideration is fair from a financial point of view to
the holders of Voicestream Common Shares.                                       

    SECTION 2.16.  Brokers.  Except for Goldman, Sachs & Co., the arrangements
with which have been disclosed to DT prior to the date hereof, no broker, finder
or investment banker is entitled to any brokerage, finder's or investment       
banking fee in connection with the transactions contemplated by this Agreement  
based upon arrangements made by or on behalf of Voicestream or any of its       
Subsidiaries.                                                                   

SECTION 2.17.  Tax Matters.  Except as set forth on Schedule 2.17 and 
except to the extent that the failure of the following representations to be    
true whether considered individually or in the aggregate would not have a       
Material Adverse Effect on Voicestream:                                         

  (a) All Tax Returns required to be filed by Voicestream or its
    Subsidiaries on or prior to the Effective Time have been or will be timely
   filed with the appropriate Governmental or Regulatory Authorities and are
     or will be correct in all respects, and all Taxes due by Voicestream or its
Subsidiaries on or prior to the Effective Time have been, or will be, 
timely paid;                                                          

        (b) There are no liens (except for statutory liens for current Taxes
not yet due and payable) against any domestic or foreign assets of    
 Voicestream or any of its Subsidiaries resulting from any unpaid Taxes;

   (c) No audit or other proceeding with respect to Taxes due from
     Voicestream or any of its Subsidiaries, or any Tax Return of Voicestream or
any of its Subsidiaries, is pending, threatened in writing, or being  
conducted by any Governmental or Regulatory Authority;                

         (d) Except for complete and accurate copies of tax sharing agreements
    and amendments thereto made available to DT prior to the execution of this
Agreement and listed in Schedule 2.17, no agreements relating to the  
    allocation or sharing of Taxes exist between Voicestream and/or any one of
  its Subsidiaries, on the one hand, and a third party, on the other hand;

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       (e) No extension of the statute of limitations on the assessment of
     any Taxes has been granted by Voicestream or any of its Subsidiaries and is
currently in effect;                                                  

     (f) Neither Voicestream nor any of its Subsidiaries has taken any
 action or knows of any fact that is reasonably likely to (i) prevent or
     impede the Merger from qualifying as a reorganization within the meaning of
   Section 368(a) of the Code or (ii) cause the stockholders of Voicestream,
  other than any such stockholder that would be a "five-percent transferee
     shareholder" of DT (within the meaning of U.S. Treasury Regulations Section
1.367(a)-3(c)(5)) following the Merger, to recognize gain pursuant to 
Section 367(a) of the Code; and                                       

         (g) The Tax Sharing Agreement has not been amended or modified (after
May 3, 1999). Voicestream will not amend, modify or terminate the Tax 
     Sharing Agreement in any material respect without the prior written consent
of DT.                                                                

  SECTION 2.18.  Intellectual Property.  Voicestream, its Subsidiaries and
the Cook Inlet Joint Ventures have all right, title and interest in, or a valid 
and binding license to use, all Intellectual Property (as defined below) that is
individually or in the aggregate material to the conduct of the businesses of   
Voicestream, its Subsidiaries and the Cook Inlet Joint Ventures taken as a whole
("VOICESTREAM INTELLECTUAL PROPERTY") except where the failure to have such     
right, title and interest or have the right to use such Intellectual Property   
would not reasonably be expected to have a Material Adverse Effect on           
Voicestream. Voicestream, its Subsidiaries and the Cook Inlet Joint Ventures (i)
have not defaulted (except defaults that have been waived) in any material      
respect under any license to use Voicestream Intellectual Property, and (ii) are
not as of the date hereof the subject of any proceeding or litigation for       
infringement of any third party Intellectual Property, other than a default     
proceeding or litigation, that is not having or would not be reasonably expected
to have, individually or in the aggregate, a Material Adverse Effect on         
Voicestream. For purposes of this Agreement, "INTELLECTUAL PROPERTY" means      
patents and patent rights, trademarks and trademark rights, trade names and     
trade name rights, service marks and service mark rights, copyrights and        
copyright rights, trade secret and trade secret rights, and other intellectual  
property rights, and all pending applications for and registrations of any of   
the foregoing.                                                                  

 SECTION 2.19.  Ownership of Securities.  As of the date hereof, neither
Voicestream nor to Voicestream's Knowledge any of its Subsidiaries, beneficially
owns, directly or indirectly, or is party to any agreement, arrangement or      
understanding for the purpose of acquiring, holding, voting or disposing of, in 
each case, shares of capital stock of DT.                                       

  SECTION 2.20.  Certain Contracts.  All material contracts required to be
filed prior to the date hereof by Voicestream or any Significant Subsidiary     
pursuant to Item 601(b)(10) of Regulation S-K have been filed as exhibits to, or
incorporated by reference in, a Voicestream SEC Report filed after December 31, 
1999, or in Omnipoint Corporation 's Annual Report on Form 10-K for the year    
ended December 31, 1999, or in Aerial Communications, Inc.'s Annual Report on   
Form 10-K for the year ended December 31, 1999. Except as entered into after the
date hereof in compliance with the terms of this Agreement, Schedule 2.20 (i)   
lists all material joint venture or strategic alliance agreements to which      
Voicestream or any of its Subsidiaries is a party, Schedule 2.20 (ii) contains a
list of all material agreements that exist between Voicestream and any of its   
non-employee Affiliates, Schedule 2.20 (iii) contains a list of all registration
rights agreements that exist in respect of Voicestream Common Shares and        
Schedule 2.20 (iv) contains a list of all agreements that have a non-competition
or similar operational restriction applicable to, or could be reasonably        
anticipated to be applicable to, and material to, the business of Voicestream   
and its Subsidiaries taken as a whole. Taken as a whole, the contracts and      
agreements required to be filed by Voicestream with the SEC and referred to in  
the first sentence of this Section 2.20, together with the contracts and        
agreements required to be set forth on Schedules 2.20 (i) through 2.20 (iv), are
collectively referred to as the "VOICESTREAM CONTRACTS." The Voicestream        
Contracts are valid and in full force and effect on the date hereof except to   
the extent they have previously expired in accordance with their terms or, to   
the extent such invalidity or failure to be in full force and effect would not  
have a Material Adverse Effect on Voicestream, and, to Voicestream's Knowledge, 
neither Voicestream nor any of its Subsidiaries nor any Cook Inlet Joint Venture
has violated any provision of, or                                               

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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 Voicestream
Contract, except for defaults which individually and in the aggregate would not 
reasonably be expected to result in a Material Adverse Effect on Voicestream.   

 SECTION 2.21.  Licenses.  (a) Voicestream, each of its Subsidiaries and
each Cook Inlet Joint Venture are the authorized legal holders or otherwise have
rights to all Permits and licenses and operating rights necessary for the       
operation of their businesses as presently operated (collectively, the "SECTION 
2.21 LICENSES") and all Section 2.21 Licenses are in full force and effect,     
except for such failures to hold or to have such rights or to be in full force  
and effect as would not reasonably be expected to have a Material Adverse Effect
on Voicestream. Voicestream and its Subsidiaries and the Cook Inlet Joint       
Ventures are each in compliance in all respects with the Communications Act of  
1934, as amended, and the rules, regulations and policies of the FCC and all    
applicable Governmental or Regulatory Authorities, except for such failure to   
comply which would not have a Material Adverse Effect on Voicestream. As of the 
date hereof, there is not pending and, to Voicestream's Knowledge, there is not 
threatened, any action by or before the FCC or any Governmental or Regulatory   
Authority to revoke, suspend, cancel, rescind or modify any of the Section 2.21 
Licenses, except for such action or actions which individually and in the       
aggregate would not reasonably be expected to have a Material Adverse Effect on 
Voicestream. Schedule 2.21 sets forth a complete list of all material Section   
2.21 Licenses except for such Section 2.21 Licenses, sold, pledged, disposed of 
or encumbered in accordance with Section 4.01(b).                               

   (b) None of the Section 2.21 Licenses issued by the FCC are held directly
by Voicestream but instead are held through one or more Subsidiaries of         
Voicestream or one or more Cook Inlet Joint Ventures.                           

ARTICLE 3 

REPRESENTATIONS AND WARRANTIES OF DT

   Except as disclosed in the DT SEC Reports filed prior to the date of this
Agreement and except as set forth in the DT disclosure schedules to this        
Agreement (it being agreed that disclosure of any item in such schedules shall  
be deemed disclosure with respect to any section of this Agreement to which the 
relevance of such item is reasonably apparent), (i) DT hereby represents and    
warrants as of the date hereof to Voicestream as follows (except to the extent  
any of the following relates to Merger Sub), and (ii) Merger Sub hereby         
represents and warrants as of September 28, 2000 to Voicestream as follows (but 
only to the extent any of the following relates to Merger Sub):                 

   SECTION 3.01.  Organization and Qualification; Subsidiaries.  DT and each
of its Significant Subsidiaries, as listed on Schedule 3.01 hereto, and Merger  
Sub is a corporation duly organized, validly existing and in good standing under
the laws of its jurisdiction of incorporation or organization. Each of DT and   
its Subsidiaries has the requisite corporate power and authority and any        
necessary Permit to own, operate or lease the properties that it purports to    
own, operate or lease and to carry on its business as it is now being conducted,
and is duly qualified to do business, and is in good standing, in each          
jurisdiction where the character of its properties owned, operated or leased or 
the nature of its activities makes such qualification necessary, except for such
failure which, when taken together with all other such failures, would not      
reasonably be expected to have a Material Adverse Effect on DT.                 

SECTION 3.02.  Certificate of Incorporation and Bylaws.  DT is an     
Aktiengesellschaft organized and existing under the laws of the Federal Republic
of Germany. DT has heretofore furnished, or otherwise made available, to        
Voicestream a complete and correct copy of the Memorandum and Articles of       
Association (SATZUNG) and Management Board (VORSTAND) Rules of Procedure        
(GESCHAFTSORDNUNG), each as amended to the date hereof, of DT. Such Memoranda   
and Articles of Association (SATZUNG), Management Board (VORSTAND) Rules of     
Procedure (GESCHAFTSORDNUNG), are in full force and effect. DT is not in        
violation of any of the provisions of its Memorandum or Articles                

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of Association (SATZUNG) or, in any material respect, its Management Board      
(VORSTAND) Rules of Procedure (GESCHAFTSORDNUNG).                               

SECTION 3.03.  Capitalization.  (a) As of the date hereof, DT's stated
share capital (GRUND KAPITAL) amounts to E7,755,786,327.04 divided into         
3,029,604,034 ordinary shares, all of which, as of the date hereof, are issued  
and outstanding and not held in the Treasury of DT, and DT's authorized capital 
(GENEHMIGTES KAPITAL) available for the issuance of new DT Shares against       
contributions in kind amounts to up to E3,865,093,163.52, as set forth in       
Section 5 of the Articles of Association of DT. As of the date hereof, 4,969,388
shares were held in the treasury of DT (EIGENE AKTIEN). Except as set forth on  
Schedule 3.03, there are no outstanding DT Equity Rights on the date hereof. For
purposes of this Agreement, "DT EQUITY RIGHTS" shall mean subscriptions,        
options, warrants, calls, commitments, agreements, conversion rights or other   
rights of any character (contingent or otherwise) to purchase or otherwise      
acquire from DT or any of DT's Significant Subsidiaries at any time, or upon the
happening of any stated event, any shares of the capital stock or other voting  
or non-voting securities of DT.                                                 

(b) All of the issued and outstanding capital stock of DT is validly  
issued, fully paid and nonassessable. All DT Depositary Shares and DT Ordinary  
Shares to be issued as Merger Consideration will be, when issued, validly       
issued, fully paid and nonassessable.                                           

(c) Except as disclosed on Schedule 3.03 hereto, all the outstanding  
capital stock of each of DT's Significant Subsidiaries which is owned by DT is  
duly authorized, validly issued, fully paid and nonassessable, and is owned by  
DT free and clear of any liens, security interest, pledges, agreements, claims, 
charges or encumbrances except for any liens, security interest, pledges,       
agreements, claims, charges or encumbrances which would not, individually or in 
the aggregate, have a Material Adverse Effect on DT. Except as set forth on     
Schedule 3.03 or, with respect to Merger Sub, as otherwise contemplated by this 
Agreement, there are no existing subscriptions, options, warrants, calls,       
commitments, agreements, conversion rights or other rights of any character     
(contingent or otherwise) to purchase or otherwise acquire from DT or any of    
DT's Significant Subsidiaries or Merger Sub at any time, or upon the happening  
of any stated event, any shares of the capital stock or other voting or         
non-voting securities of any DT Subsidiary or Merger Sub, whether or not        
presently issued or outstanding (except for rights of first refusal to purchase 
interests in Subsidiaries which are not wholly-owned by DT), and there are no   
outstanding obligations of DT or any of DT's Significant Subsidiaries or Merger 
Sub to repurchase, redeem or otherwise acquire any shares of capital stock or   
other voting or non-voting securities of any of DT's Subsidiaries, other than   
such as would not, individually or in the aggregate, have a Material Adverse    
Effect on DT. The Merger Sub Common Stock constitutes all of the outstanding    
capital stock of Merger Sub, and, except as provided in the last sentence of    
Section 1.01(b), DT owns 100 percent of the outstanding capital stock of Merger 
Sub.                                                                            

SECTION 3.04.  Authority Relative to this Agreement.  (a) DT has the  
necessary corporate power and authority to enter into this Agreement, the       
Stockholders Agreement and the DT Financing Agreements and to carry out its     
obligations hereunder and thereunder. The execution and delivery of this        
Agreement, the Stockholders Agreement and the DT Financing Agreements by DT and 
the consummation by DT of the transactions contemplated hereby and thereby have 
been duly authorized by all necessary corporate action on the part of DT,       
including by the Management Board (VORSTAND) of DT, and the Supervisory Board   
(AUFSICHTSRAT) of DT of this Agreement and the Stockholders Agreement (except   
for the determination by the Board of Management which will be made pursuant to 
Section 205(2) of the German Act and except for the application to be filed with
the Commercial Register). This Agreement and the Stockholders Agreement have    
been duly executed and delivered by DT and, assuming the due authorization,     
execution and delivery thereof by the other Parties, constitutes a legal, valid 
and binding obligation of DT, enforceable against it in accordance with their   
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium 
or other laws relating to or affecting the rights and remedies of creditors     
generally and to general principles of equity (regardless of whether considered 
in a proceeding in equity or at law).                                           

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 (b) Merger Sub has the necessary corporate power and authority to enter
into this Agreement and to carry out its obligations hereunder. The execution   
and delivery of this Agreement and the consummation by Merger Sub of the        
transactions contemplated hereby have been duly authorized by all necessary     
corporate action on the part of Merger Sub and its stockholder. This Agreement  
has been duly executed and delivered by Merger Sub and, assuming the due        
authorization, execution and delivery thereof by the other Parties hereto,      
constitutes the legal, valid and binding obligation of Merger Sub, enforceable  
against it in accordance with its terms, subject to applicable bankruptcy,      
insolvency, reorganization, moratorium or other laws relating to or affecting   
the rights and remedies of creditors generally and to general principles of     
equity (regardless of whether considered in a proceeding in equity or at law).  

   SECTION 3.05.  No Conflict; Required Filings and Consents.  (a) Except as
set forth on Schedule 3.05 or as described in subsection (b) below, the         
execution and delivery of this Agreement, the Stockholders Agreement and the DT 
Financing Agreements by DT, or, as applicable, by Merger Sub, do not, and the   
performance of this Agreement, the Stockholders Agreement and the DT Financing  
Agreements by DT, or, as applicable, by Merger Sub, will not, (i) violate or    
conflict with the Memorandum and Articles of Association (SATZUNG) or the       
Management Board (VORSTAND) Rules of Procedure (GESCHAFTSORDNUNG) of DT, (ii)   
conflict with or violate any law, regulation, court order, judgment or decree   
applicable to DT, any of its Significant Subsidiaries or Merger Sub or by which 
any of their respective property is bound or affected, (iii) violate or conflict
with the Memorandum and Articles of Association (SATZUNG) or the Management     
Board (VORSTAND) Rules of Procedure (GESCHAFTSORDNUNG) of any Subsidiaries of DT
or the certificate of incorporation or bylaws of Merger Sub, or (iv) result in  
any breach of or constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or give to others any rights of     
termination or cancellation of, or result in the creation of a lien or          
encumbrance on any of the properties or assets of DT or any of its Significant  
Subsidiaries or Merger Sub pursuant to, or result in the loss of any material   
benefit or right, including the benefit of any standstill agreement, or result  
in an acceleration of any rights or amounts due resulting from a change of      
control or otherwise, or require the consent of any other party to, any         
contract, instrument, Permit, license or franchise to which DT or any of its    
Significant Subsidiaries or Merger Sub is a party or by which DT or any of such 
Subsidiaries or Merger Sub, or any of their respective property is bound or     
affected, except, in the case of clauses (ii), (iii) and (iv) above, for        
conflicts, violations, breaches, defaults, rights, results or consents which,   
individually or in the aggregate, would not have a Material Adverse Effect on   
DT.                                                                             

     (b) Except for applicable requirements, if any, of state, local, or foreign
regulatory laws and commissions, the FCC, the Exchange Act, the premerger       
notification requirements of the HSR Act, Council Regulation (EEC) No. 4064/89, 
if required, filing of a notice pursuant to Section 721 of Exon-Florio, filing  
and recordation of appropriate merger or other documents as required by Delaware
Law and any filings required pursuant to any state securities or "blue sky" laws
or the rules of any applicable stock exchanges (the "DT REQUIRED APPROVALS" and 
together with the Voicestream Required Approvals, the "REQUIRED REGULATORY      
APPROVALS"), neither DT nor any of its Subsidiaries nor Merger Sub is required  
to submit any notice, report or other filing with any Governmental or Regulatory
Authority in connection with the execution, delivery or performance of this     
Agreement, the Stockholders Agreement and the DT Financing Agreements, as       
applicable. Except as set forth in the immediately preceding sentence, no       
waiver, consent, approval or authorization of any Governmental or Regulatory    
Authority is required to be obtained by DT or any of its Subsidiaries in        
connection with its execution, delivery or performance of this Agreement, the   
Stockholders Agreement and the DT Financing Agreements.                         

 SECTION 3.06.  SEC Filings; Financial Statements.  (a) DT has filed all
forms, reports and documents required to be filed with the SEC since January 1, 
1999, and has heretofore made available to Voicestream, in the form filed with  
the SEC, together with any amendments and exhibits thereto, (i) its Annual      
Report on Form 20-F for the fiscal year ended December 31, 1999, and (ii) all   
other reports or registration statements filed by DT with the SEC since January 
1, 1999 (collectively, the "DT SEC REPORTS"). The DT SEC Reports (i) were       
prepared substantially in accordance with the requirements of the Securities Act
or the Exchange Act, as the case may be, and the rules and regulations          
promulgated                                                                     

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under each of such respective acts, and (ii) did not at the time they were filed
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements      
therein, in the light of the circumstances under which they were made, not      
misleading.                                                                     

     (b) The financial statements (the "DT FINANCIAL STATEMENTS"), including all
related notes and schedules, contained in the DT SEC Reports (or incorporated by
reference therein) fairly present the consolidated financial position of DT and 
its Subsidiaries as at the respective dates thereof and the consolidated results
of operations and cash flows of DT and its Subsidiaries for the periods         
indicated in accordance with generally accepted accounting principles in Germany
(with a reconciliation to GAAP in accordance with SEC rules) applied on a       
consistent basis throughout the periods involved (except for changes as         
disclosed in the notes thereto) and subject in the case of interim financial    
statements to normal year-end adjustments.                                      

   SECTION 3.07.  Absence of Certain Changes or Events.  Except as permitted
by this Agreement or consented to by Voicestream hereunder, (a) since December  
31, 1999, there has not been any Material Adverse Effect on DT, and (b) DT and  
its Subsidiaries, taken as a whole, have not incurred since December 31, 1999   
any material liabilities or obligations except (i) liabilities or obligations   
(1) which are accrued or reserved against in the DT Financial Statements or     
reflected in the notes thereto or (2) which were incurred after December 31,    
1999 in the ordinary course of business and consistent with past practices, (ii)
liabilities or obligations which have been discharged or paid in full prior to  
the date hereof in the ordinary course of business, and (iii) liabilities and   
obligations which are of a nature not required to be reflected in the           
consolidated financial statements of DT and its Subsidiaries prepared in        
accordance with GAAP.                                                           

 SECTION 3.08.  Litigation.  As of the date hereof, there are no claims,
actions, suits, proceedings or investigations pending or, to DT's Knowledge,    
threatened against DT or any of its Subsidiaries, or any properties or rights of
DT or any of its Subsidiaries, before any Governmental or Regulatory Authority  
that would reasonably be expected to result in an adverse judgment or           
determination against DT or any of its Subsidiaries, except for those that are  
not, individually or in the aggregate, reasonably likely to have a Material     
Adverse Effect on DT or prevent DT from consummating the transactions           
contemplated by this Agreement except as set forth on Schedule 3.08 hereof.     

SECTION 3.09.  No Violation of Law.  The business of DT and its       
Subsidiaries is not being conducted in violation of any Legal Requirements or in
violation of any Permits, except for possible violations none of which,         
individually or in the aggregate, would reasonably be expected to have a        
Material Adverse Effect on DT. Except as disclosed in DT SEC Reports filed prior
to the date hereof and as set forth on Schedule 3.09 hereto, as of the date     
hereof, no investigation, review or proceeding by any Governmental or Regulatory
Authority (including, without limitation, any stock exchange or other self-     
regulatory body) with respect to DT or its Subsidiaries in relation to any      
alleged violation of law or regulation is pending or, to DT's Knowledge,        
threatened, nor has any Governmental or Regulatory Authority (including, without
limitation, any stock exchange or other self-regulatory body) indicated in      
writing an intention to conduct the same, except for such investigations which, 
if they resulted in adverse findings, would not reasonably be expected to have, 
individually or in the aggregate, a Material Adverse Effect on DT. None of the  
representations and warranties made in this Section 3.09 are being made with    
respect to Environmental Laws.                                                  

SECTION 3.10.  Information Provided by DT.  None of the information   
supplied or to be supplied by or on behalf of DT for inclusion or incorporation 
by reference in the Registration Statement will, at the time the Registration   
Statement becomes effective under the Securities Act, 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, in light of the     
circumstances under which they were made, not misleading. None of the           
information supplied or to be supplied by or on behalf of DT for inclusion or   
incorporation by reference in the Voicestream Proxy Statement will, at the date 
mailed to stockholders of Voicestream and at the times of the Voicestream       
Stockholders' Meeting, contain any untrue statement of a material fact or omit  
to state                                                                        

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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. The Registration Statement (except for information relating     
solely to Voicestream) will comply as to form in all material respects with the 
provisions of the Securities Act and the rules and regulations promulgated      
thereunder. None of the information supplied or to be supplied by or on behalf  
of DT for inclusion or incorporation by reference in the German Listing         
Prospectus will, at the time the German Listing Prospectus is published, 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, in   
light of the circumstances under which they were made, not misleading. None of  
the information supplied or to be supplied by or on behalf of DT for inclusion  
or incorporation by reference in the auditor's report to be prepared pursuant to
Section 183(3) of the German Act will, at the time the report is filed with the 
Commercial Register, 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  
statement therein, in light of the circumstances under which they were made, not
misleading.                                                                     

SECTION 3.11.  Environmental Matters.  Except for such matters that,  
individually or in the aggregate, are not reasonably likely to have a Material  
Adverse Effect on DT, or would not otherwise require disclosure pursuant to the 
Securities Act, or are listed on Schedule 3.11 hereto, (i) each of DT and its   
Subsidiaries has complied and is in compliance with all applicable Environmental
Laws (as defined below); (ii) the properties currently owned or operated by it  
or any of its Subsidiaries (including soils, groundwater, surface water,        
buildings or other structures) are not contaminated with any Hazardous          
Substances (as defined below); (iii) to DT's Knowledge, no Hazardous Substances 
were present, disposed, released or otherwise deposited on, under, at or from   
the properties formerly owned or operated by it or any of its Subsidiaries      
during the period of ownership or operation by it or any of its Subsidiaries;   
(iv) to DT's Knowledge, neither it nor any of its Subsidiaries is subject to    
liability for any Hazardous Substance disposal or contamination on any third    
party property; (v) neither it nor any of its Subsidiaries has received any     
notice, demand, threat, letter, claim or request for information alleging that  
it or any of its Subsidiaries may be in violation of or liable under any        
Environmental Law (including any claims relating to electromagnetic fields or   
microwave transmissions); and (vi) to DT's Knowledge, neither it nor any of its 
Subsidiaries is subject to any orders, decrees, injunctions or other            
arrangements (other than those of general applicability not specifically related
to DT) with any Governmental or Regulatory Authority or is subject to any       
indemnity or other agreement with any third party relating to liability under   
any Environmental Law or relating to Hazardous Substances, except for such      
agreements entered into by DT in the ordinary course of business.               

SECTION 3.12.  Board Action; Vote Required.  (a) The Management Board 
(VORSTAND) and the Supervisory Board (AUFSICHTSRAT) of DT have determined that  
the transactions contemplated by this Agreement, the Stockholders Agreement and 
the DT Financing Agreements are advisable and in the best interests of DT and   
its shareholders.                                                               

(b) No vote of holders of any class or series of DT capital stock,    
including, without limitation, holders of DT Ordinary Shares or DT Depositary   
Shares, is required for the approval or entering into of this Agreement or the  
DT Financing Agreements or the consummation of the transactions contemplated    
hereby and thereby, including the Merger.                                       

SECTION 3.13.  Brokers.  Except for Donaldson, Lufkin & Jenrette and  
Dresdner Kleinwort Benson, or as indicated in writing to Voicestream on or prior
to February 8, 2001, no broker, finder or investment banker is entitled to any  
brokerage, finder's or investment banking fee in connection with the            
transactions contemplated by this Agreement based upon arrangements made by or  
on behalf of DT or any of its Subsidiaries.                                     

    SECTION 3.14.  Tax Matters.  Except as set forth on Schedule 3.15 attached
hereto and except to the extent that the failure of the following               
representations to be true, whether considered individually or in the aggregate,
would not have a Material Adverse Effect on DT:                                 

         (a) All Tax Returns required to be filed by DT or its Subsidiaries on
   or prior to the Effective Time have been or will be timely filed with the
appropriate Governmental or Regulatory Authorities                    
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    and are or will be correct in all respects, and all Taxes due by DT or its
Subsidiaries on or prior to the Effective Time have been, or will be, 
timely paid;                                                          

          (b) The assets of DT do not consist wholly or principally of immovable
    property situated within Germany within the meaning of Article 13(2)(b) of
the Income Tax Treaty between Germany and the United States;          

        (c) There are no liens (except for statutory liens for current Taxes
  not yet due and payable) against any domestic or foreign assets of DT or
any of its Subsidiaries resulting from any unpaid Taxes;              

         (d) No audit or other proceeding with respect to Taxes due from DT or
any of its Subsidiaries, or any Tax Return of DT or any of its        
    Subsidiaries, is pending, threatened in writing, or being conducted by any
Governmental or Regulatory Authority;                                 

       (e) No extension of the statute of limitations on the assessment of
any Taxes has been granted by DT or any of its Subsidiaries and is    
currently in effect;                                                  

      (f) Neither DT nor any of its Subsidiaries has taken any action or
  knows of any fact that is reasonably likely to (i) prevent or impede the
  Merger from qualifying as a reorganization within the meaning of Section
  368(a) of the Code, or (ii) cause the stockholders of Voicestream, other
than any such stockholder that would be a "five-percent transferee    
     shareholder" of DT (within the meaning of U.S. Treasury Regulations Section
1.367(a)-3(c)(5)) following the Merger, to recognize gain pursuant to 
Section 367(a) of the Code; and                                       

     (g) DT is not aware of any German withholding taxes that would be
applicable to any Merger Consideration to be received in the Merger by
Voicestream stockholders other than in their capacity as employees of 
Voicestream prior to the Effective Time. Except to the extent required
  under the Code, or any provision of state, local or non-U.S. (other than
  German) tax law, and in the case of withholding or deduction pursuant to
German tax law, except to the extent required solely as a result of a 
     change in law, including, without limitation, an administrative action by a
 German taxing authority or change, amendment to, or clarification of an
   official position or an official interpretation, occurring after the date
    of this Agreement, neither the Escrow Agent nor DT will deduct or withhold
    any amount on account of Taxes (other than stock transfer, stamp taxes, or
    any other similar Taxes) from the consideration otherwise payable pursuant
     to this Agreement. To the extent that amounts are so withheld by the Escrow
     Agent or DT, as the case may be, such withholdings shall be treated for all
purposes of this Agreement as having been paid to the Shareholders in 
respect of which such deduction and withholding was made by the Escrow
Agent or DT, as the case may be.                                      

SECTION 3.15.  Ownership of Securities.  Except pursuant to the       
Stockholders Agreements, the DT Financing Agreements or as set forth on Schedule
3.16, as of the date hereof, neither DT nor, to DT's Knowledge, any of its      
Subsidiaries, beneficially owns, directly or indirectly, or is party to any     
agreement, arrangement or understanding for the purpose of acquiring, holding,  
voting or disposing of, in each case, shares of capital stock of Voicestream    
(other than shares held by DT Benefit Plans). Except as set forth on Schedule   
3.16 hereto, DT owns no shares of Voicestream Common Stock which would          
constitute Disqualified Shares.                                                 

  SECTION 3.16.  Certain Contracts.  All material contracts required to be
filed by DT pursuant to Item 19(b) of Form 20-F and Instruction B.2 thereto,    
have been filed as exhibits to, or incorporated by reference in, a DT SEC Report
filed after December 31, 1999.                                                  

SECTION 3.17.  Licenses.  DT and each of its Subsidiaries are the     
authorized legal holders or otherwise have rights to all material Permits and   
licenses and operating rights necessary for the operation of their business as  
presently operated, except for such failures as would not reasonably be expected
to have a Material Adverse Effect on DT (collectively, the "DT LICENSES"). As of
the date hereof there is not pending and, to DT's Knowledge, there is not       
threatened, any action by or before any Governmental or                         

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Regulatory Authority to revoke, suspend, cancel, rescind or modify in any       
material respect any of the DT Licenses which action would reasonably be        
expected to have a Material Adverse Effect on DT.                               

ARTICLE 4 

CONDUCT OF BUSINESS PENDING THE MERGER

 SECTION 4.01.  Conduct of Business in the Ordinary Course.  Voicestream
covenants and agrees with DT that, between the date hereof and the Effective    
Time, except as described on Schedule 4.01 or as otherwise expressly            
contemplated hereby, the business of Voicestream and its Subsidiaries shall be  
conducted only in, and such entities shall not take any action except in, the   
ordinary course of business; and Voicestream for itself and on behalf of its    
Subsidiaries agrees with DT to use its commercially reasonable efforts to       
preserve substantially intact their business organizations, to keep available   
the services of those of their present officers, employees and consultants who  
are integral to the operation of their businesses as presently conducted and to 
preserve their present relationships with significant customers and suppliers   
and with other persons with whom they have significant business relations;      
provided, however, that no action by Voicestream or its Subsidiaries with       
respect to matters specifically addressed by any other provision of this Section
4.01 or Section 5.15 shall be deemed a breach of this sentence unless such      
action would constitute a breach of such other provision. Except as set forth on
Schedule 4.01 or as otherwise expressly contemplated by this Agreement          
(including Section 1.07), Voicestream agrees with DT, on behalf of itself and   
its Subsidiaries, that they will not, between the date hereof and the Effective 
Time directly or indirectly, do any of the following without the prior written  
consent of DT:                                                                  

    (a) (i) issue, sell, pledge, dispose of, encumber, authorize, or
propose the issuance, sale, pledge, disposition, encumbrance or       
    authorization of any shares of capital stock of any class, or any options,
     warrants, convertible securities or other rights of any kind to acquire any
     shares of capital stock of, or any other ownership interest in, Voicestream
or any of its Subsidiaries, except for (A) the issuance of Voicestream
   Common Shares upon exercise of such rights existing on the date hereof in
    amounts not exceeding the amounts set forth in Schedule 4.01(a)(i)(A), (B)
grants of stock options with respect to Voicestream Common Shares to  
 employees or directors, provided such grants shall not exceed 1,500,000
    Voicestream Common Shares in the aggregate and, provided further, that the
  consummation of the transactions contemplated by this Agreement will not
constitute a change in control with respect to any such newly granted 
options, (C) issuances of equity securities in respect of options,    
 warrants, convertible securities or other rights of any kind to acquire
equity securities of any Person that is the subject of an Acquisition 
   permitted by Section 5.15, (D) the issuance of securities by a Subsidiary
    to any Person which is directly or indirectly wholly owned by Voicestream,
  (E) liens granted to secure indebtedness permitted by Section 4.01 or in
  connection with Acquisitions permitted by Section 5.15, (F) issuances of
 Voicestream Common Shares upon (1) conversion of the 2 1/2% Convertible
    Preferred Stock in accordance with the terms of such stock as in effect on
   the date hereof, (2) conversion of the 7% Convertible Preferred Shares in
     accordance with the terms of such stock as of the date hereof, (3) exercise
    of the Warrants in accordance with the terms of such Warrants as in effect
     on the date hereof and/or (4) exercise of the Cook Inlet Partners' exchange
   rights as in effect on the date hereof; (G) the sale of shares of capital
stock pursuant to the exercise of Voicestream Options if necessary to 
effectuate an optionee direction upon exercise or for withholding, (H)
issuance of shares of capital stock under Voicestream's Employee Stock
   Purchase Plan which shares are acquired by Voicestream in accordance with
clause (iv)(B); (ii) amend or propose to amend the Certificate of     
  Incorporation or Bylaws (or other comparable organizational document) or
   any certificate of designation of Voicestream, or adopt, amend or propose
 to amend any stockholder rights plan or related rights agreement; (iii)
   split, combine or reclassify any outstanding shares of Voicestream Common
   Shares, or declare, set aside or pay any dividend or distribution payable
     in cash, stock, property or otherwise with respect to shares of Voicestream
  Common Shares; or (iv) redeem, purchase or otherwise acquire or offer to
redeem, purchase or otherwise acquire any shares of its capital stock,
     except that Voicestream shall be permitted to acquire shares of Voicestream
    Common Shares, from time to time (A) as permitted by or in accordance with

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  Article IX of Voicestream's certificate of incorporation and (B) in open
   market transactions, consistent with past practice and in compliance with
  Legal Requirements and the provisions of any applicable employee benefit
     plan, program or arrangement, for issuance upon the exercise of options and
    other rights granted, and the lapsing of restrictions, under Voicestream's
employee benefit plans, programs and arrangements;                    

     (b) (i) except in connection with Permitted Swaps or Acquisitions
     pursuant to Section 5.15, acquire (by merger, consolidation, or acquisition
of stock or assets) any corporation, partnership or other business    
organization or division thereof or make or increase any investment in
    another entity (other than an entity which is a wholly-owned Subsidiary of
Voicestream as of the date hereof and other than incorporation of a   
wholly-owned Subsidiary) other than investments permitted by Schedule 
   4.01(b); (ii) except in connection with Permitted Swaps or as approved by
the Acquisitions Committee (as defined below), except in the ordinary 
    course of business and in a manner consistent with past practice or as may
be required by, or in accordance with, law or any Governmental or     
 Regulatory Authority, including to comply with spectrum limitations, in
order to permit or facilitate the consummation of the transactions    
    contemplated hereby, sell, pledge, dispose of, or encumber or authorize or
propose the sale, pledge, disposition or encumbrance of any assets of 
     Voicestream or any of its Subsidiaries, except for Acquisitions pursuant to
Section 5.15; (iii) except in the ordinary course of business and in a
manner consistent with past practice and all Legal Requirements and   
    Permits, authorize or make capital expenditures in an aggregate amount not
to exceed the aggregate annual amounts set forth in Voicestream's 2000
business plan as provided to DT during the week of June 26, 2000;     

          (c) incur indebtedness (incremental to that shown on its balance sheet
     as of March 31, 2000) except (i) pursuant to binding commitments to lend in
   existence on the date hereof as listed by Schedule 4.01(c), (ii) pursuant
     to the DT Financing Agreements, (iii) refinancing of existing indebtedness,
(iv) in connection with Acquisitions (including assumed indebtedness) 
  permitted by Section 5.15, and (v) additional indebtedness that would be
     prepayable at the election of Voicestream on or after the Closing Date, the
aggregate prepayment penalty of which does not exceed $25,000,000;    

 (d) enter into (i) leveraged derivative contracts (defined as
    contracts that use a factor to multiply the underlying index exposure), or
 (ii) other derivative contracts except for the purpose of hedging known
interest rate and foreign exchange exposures or otherwise reducing    
 Voicestream's cost of financing; provided, however, that employee stock
ownership plans and other pension and deferred compensation plans of  
   Voicestream may enter into derivative contracts as part of their ordinary
course investment strategy;                                           

     (e) take any action with respect to the grant of any severance or
     termination pay, or stay, bonus, or other incentive arrangements (otherwise
than pursuant to the Voicestream Benefit Plans and the policies of    
Voicestream in effect on the date hereof in the ordinary course of    
Voicestream's business or as otherwise expressly permitted under this 
  Agreement or otherwise in the ordinary course of business and consistent
with Voicestream's past practice);                                    

        (f) make any payments (except in the ordinary course of business and
  in amounts and in a manner consistent with past practice or as otherwise
     required by Legal Requirements or the provisions of any Voicestream Benefit
    Plan) under any Voicestream Benefit Plan to any director or officer of, or
independent contractor or consultant to, Voicestream or any of its    
  Subsidiaries, adopt or otherwise materially amend (except for amendments
     required by Legal Requirements) any Voicestream Benefit Plan, or enter into
    or amend any employment or consulting agreement of the type which would be
 required to be disclosed hereunder pursuant to Section 2.11 or grant or
   establish any new awards under any such existing Voicestream Benefit Plan
(excluding any stock options granted pursuant to Section 4.01(a)) or  
    agreement (except in the ordinary course of business and in amounts and in
    a manner consistent with past practice and subject to the other provisions
of this Section 4.01);                                                

          (g) file any amended Tax Returns or settle any Tax audits or other tax
  proceedings of Voicestream if the result of such amendment or settlement
would result in an increase of Voicestream                            

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 tax liability in excess of $15,000,000 or change in any respect (i) its
   method of tax accounting or tax practice or (ii) its accounting policies,
     methods or procedures, except as required by GAAP, which in the case of (i)
or (ii) would have a Material Adverse Effect on Voicestream;          

        (h) take any action which would reasonably be expected to materially
   adversely affect or materially delay the ability of any of the Parties to
obtain any Required Regulatory Approval or consummate the transactions
contemplated hereby;                                                  

         (i) take any action that would be reasonably likely to (i) prevent or
     impede the Merger from qualifying as a reorganization within the meaning of
     Section 368(a) of the Code or (ii) cause the Stockholders of Voicestream to
recognize gain pursuant to Section 367(a) of the Code;                

       (j) other than pursuant to this Agreement, take any action to cause
the Voicestream Common Shares to cease to be quoted on NASDAQ;        

        (k) (i) grant new Stock Appreciation Rights, new performance shares,
  restricted stock, or other equity based rights (other than stock options
    granted pursuant to Section 4.01(a)); (ii) materially modify any actuarial
cost method, assumption or practice used in determining benefit       
   obligations, annual expense and funding for any Voicestream Benefit Plan,
except to the extent required by GAAP; (iii) materially modify the    
investment philosophy of the benefit plan trusts or maintain an asset 
 allocation which is not consistent with such philosophy, subject to any
     ERISA fiduciary obligation; (iv) subject to any ERISA fiduciary obligation,
enter into any outsourcing agreement, or any other material contract  
     relating to the Voicestream Benefit Plans or management of the benefit plan
trusts; (v) offer any new or extend any existing retirement incentive,
"window" or similar benefit program; (vi) grant any ad hoc pension    
   increase; (vii) establish any new or fund any existing "rabbi" or similar
     trust (except in accordance with the current terms of such trust), or enter
into any other arrangement for the purpose of securing non-qualified  
    benefits or deferred compensation; (viii) adopt or implement any corporate
    owned life insurance; (ix) adopt, implement or maintain any "split dollar"
  life insurance program; or (x) except as may be required by the terms of
 any award agreement, accelerate the vesting or payment of any equity or
    equity-based award or (xi) materially increase the compensation payable to
  any officer or director (other than for normal compensation increases in
the ordinary course of business consistent with past practice);       

       (l) agree to enter into any merger, reorganization, share exchange,
business combination or similar transaction pursuant to which the     
     stockholders of Voicestream will receive any consideration (whether payable
     in cash, securities, property or other consideration) in exchange for their
Voicestream Common Shares;                                            

          (m) authorize or enter into (i) any material joint venture (other than
Permitted Swaps and other than joint ventures complying with the      
"designated entity" rules which are required for the completion of any
Acquisition permitted pursuant to Section 5.15) or (ii) any agreement 
 (other than in the ordinary course consistent with its past practice in
 respect of the Cook Inlet Joint Ventures and that does not apply to the
     business of Voicestream or its Subsidiaries outside the United States) that
has a non-competition provision or similar operational restriction    
    applicable to, or could be reasonably anticipated to be applicable to, the
   business of Voicestream or any of its Subsidiaries and that is reasonably
 expected to be materially adverse to DT or the mobile telecommunication
business of DT after the Effective Time; or                           

      (n) authorize or enter into any contract, agreement, commitment or
   arrangement with respect to any of the matters prohibited by this Section
4.01.                                                                 

          (o) Notwithstanding anything in this Agreement to the contrary, during
    the period of time beginning on the later of the Election Deadline and the
fifth Business Day prior to the Effective Time and extending until and
including the Effective Time, other than the Permitted Stock Dividend,
   Voicestream shall not take or omit to take any action that could increase
the number of Voicestream Common Shares outstanding on a fully diluted
basis.                                                                

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    SECTION 4.02.  Conduct of Business by DT.  Except as set forth on Schedule
4.02 hereto or as otherwise expressly contemplated by this Agreement, DT agrees 
on behalf of itself and its Subsidiaries that they will not, between the date   
hereof and the Effective Time, directly or indirectly, do any of the following  
without the prior written consent of Voicestream:                               

     (a) (i) except as may be necessary or required for the purpose of
using or increasing any or all of DT's authorized capital (GENEHMIGTES
    KAPITAL) or necessary for the conduct of its business, amend or propose to
  amend the Memorandum and Articles of Association (SATZUNG) or Management
     Board (VORSTAND) Rules of Procedure (GESCHAFTSORDNUNG) (or other comparable
organizational document) of DT in any manner that would be adverse to 
Voicestream or its stockholders; (ii) declare, set aside or pay any   
     dividend or distribution payable in cash, stock, property or otherwise with
respect to shares of DT capital stock (other than regular annual cash 
 dividends in a manner consistent with past practice); (iii) repurchase,
redeem or otherwise acquire any shares of its capital stock or any    
   securities convertible, exchangeable or exercisable for or into shares of
    its capital stock, except for repurchases, redemptions or acquisitions not
   exceeding 10% of the total number of DT Ordinary Shares outstanding as of
the date hereof in the aggregate; or (iv) effect any reclassification,
    recapitalization or restructuring or other similar transaction (other than
  as permitted in clause (ii) of this Section 4.02(a)) that results in the
    direct or indirect receipt by holders of DT Ordinary Shares of any assets,
property or cash in respect of such DT Ordinary Shares.               

         (b) take any action that would be reasonably likely to (i) prevent or
     impede the Merger from qualifying as a reorganization within the meaning of
   Section 368(a) of the Code; or (ii) cause the stockholders of Voicestream
to recognize gain pursuant to Section 367(a) of the Code; or          

         (c) take any action that would reasonably be likely to (i) materially
adversely affect the ability of the Parties to obtain any Required    
    Regulatory Approval or to consummate the transactions contemplated hereby,
  or (ii) materially delay the ability of any of the Parties to obtain any
     Required Regulatory Approval or to consummate the transactions contemplated
     hereby, provided, however, that this Section 4.02(c) shall not preclude any
     acquisitions by DT or any of its Subsidiaries so long as such acquisitions,
    individually or in the aggregate, are not reasonably likely to prevent the
consummation of the Merger.                                           

SECTION 4.03.  No Solicitation.  (a) From and after the date hereof,  
Voicestream shall not, nor shall it permit any of its Subsidiaries to, nor shall
they authorize or instruct any of their respective officers, directors or       
employees to, and shall use their reasonable efforts to cause any investment    
banker, financial advisor, attorney, accountants or other representatives       
retained by them or any of their respective Subsidiaries not to, directly or    
indirectly through another person, (i) solicit, initiate or knowingly encourage 
(including by way of furnishing information), or knowingly take any other action
designed to facilitate, any Alternative Transaction (as defined below), or (ii) 
participate in any substantive discussions or negotiations regarding any        
Alternative Transaction; provided, however, that if, at any time prior to the   
time the Voicestream Stockholders' Approval is obtained, the Board of Directors 
of Voicestream receives an unsolicited bona fide proposal and determines in good
faith that providing information to the Third Party (as defined below), making  
such proposal or participating in negotiations or discussions with the Third    
Party could be reasonably expected to result in a Voicestream Superior Proposal 
(as defined below) and if Voicestream is not in breach of its obligations under 
this Section 4.03, Voicestream may, subject to giving DT 48 hours advance       
written notice of its intention to do so, (x) furnish information with respect  
to Voicestream pursuant to a confidentiality agreement from the Third Party     
substantially similar to the Mutual Nondisclosure Agreement between Voicestream 
and DT dated as of June 21, 2000 (the "CONFIDENTIALITY AGREEMENT"), and (y)     
engage in discussions and negotiations with the persons that made such proposal.
Voicestream shall promptly notify DT orally and in writing of any request for   
information or of any proposal in connection with an Alternative Transaction,   
the material terms and conditions of such request or proposal and the identity  
of the person making such request or proposal. Voicestream will keep DT informed
of the status (including amendments) of such request or proposal on a current   
basis. Voicestream shall immediately cease and terminate any existing           
solicitations, discussions or negotiations with any persons conducted heretofore
by it or its representatives with respect to the foregoing.                     

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(b) Nothing contained in this Section 4.03 or in Section 5.02 shall   
prohibit Voicestream (x) from taking and disclosing to its stockholders a       
position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the      
Exchange Act, or (y) from making any disclosure to its stockholders if, in the  
good faith judgment of the Board of Directors of Voicestream, after receipt of  
advice from outside counsel, failure to disclose would result in a reasonable   
likelihood that the Board of Directors of Voicestream would breach its duties to
Voicestream's stockholders under applicable law.                                

(c) For purposes of this Agreement, "ALTERNATIVE TRANSACTION" means a 
proposal or intended proposal, regarding any of (i) a transaction or series of  
transactions pursuant to which any Person (or group of Persons) other than a    
Party and its Subsidiaries (a "THIRD PARTY") acquires or would acquire, directly
or indirectly, beneficial ownership (as defined in Rule 13d-3 under the Exchange
Act) of more than twenty percent (20%) of the outstanding shares of Voicestream,
(ii) any acquisition or proposed acquisition of, or business combination with   
Voicestream or any of its Significant Subsidiaries, as applicable, by a merger  
or other business combination (including any so-called "merger-of-equals" and   
whether or not Voicestream or any of its Significant Subsidiaries, as the case  
may be, is the entity surviving any such merger or business combination), other 
than any transaction that would be permitted pursuant to Section 5.15 hereof, or
(iii) any other transaction pursuant to which any Third Party acquires or would 
acquire, directly or indirectly, control of assets (including for this purpose  
the outstanding equity securities of Subsidiaries of Voicestream and any entity 
surviving the merger or business combination including any of them) of          
Voicestream or any of its Subsidiaries, as the case may be, for consideration   
equal to twenty percent (20%) or more of the fair market value of all of the    
outstanding shares of Voicestream Common Stock on the date of this Agreement.   

    SECTION 4.04.  Subsequent Financial Statements.  Voicestream, prior to the
Effective Time, will timely file with the SEC each Annual Report on Form 10-K,  
Quarterly Report on Form 10-Q and Current Report on Form 8-K required to be     
filed by it under the Exchange Act and the rules and regulations promulgated    
thereunder and will promptly deliver to DT copies of each such report filed with
the SEC. DT will timely file with the SEC each Annual Report on Form 20-F and   
Report on Form 6-K required to be filed by it under the Exchange Act and the    
rules and regulations promulgated thereunder and will promptly deliver to       
Voicestream copies of each such report filed with the SEC. As of their          
respective dates, none of such reports shall 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, in light of the circumstances under   
which they were made, not misleading. The respective audited financial          
statements and unaudited interim financial statements of each of Voicestream and
DT, as the case may be, included in such reports will fairly present the        
financial position of such Party and its Subsidiaries as at the dates thereof   
and the results of their operations and cash flows for the periods then ended in
accordance with GAAP (with a reconciliation to GAAP in accordance with SEC rules
in the case of Voicestream) or generally accepted accounting principles in      
Germany (in the case of DT) applied on a consistent basis and, subject, in the  
case of unaudited interim financial statements, to normal year-end adjustments  
and any other adjustments described therein.                                    

    SECTION 4.05.  Control of Operations.  Nothing contained in this Agreement
shall give DT, directly or indirectly, the right to control or direct           
Voicestream's operations prior to the Effective Time. Prior to the Effective    
Time, Voicestream shall exercise, consistent with the terms and conditions of   
this Agreement, complete control and supervision over its respective operations.

ARTICLE 5 

ADDITIONAL AGREEMENTS 

    SECTION 5.01.  Voicestream Proxy Statement; the Registration Statement and
the German Listing Prospectus.  (a) Each of DT and Voicestream shall cooperate  
and promptly prepare and DT shall file with the SEC as soon as practicable a    
Registration Statement on Form F-4 (or any successor form) (the "FORM F-4")     
under the Securities Act with respect to the DT Ordinary Shares and the DT      
Depositary Shares issuable and deliverable pursuant to this Agreement. A portion
of the Form F-4 shall serve as a                                                

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prospectus with respect to the DT Ordinary Shares and the DT Depositary Shares  
issuable and deliverable pursuant to the terms of this Agreement and as         
Voicestream's proxy statement with respect to Voicestream Stockholders' Meeting 
(the "VOICESTREAM PROXY STATEMENT"). DT will cause the Form F-4 to comply as to 
form in all material respects with the applicable provisions of the Securities  
Act and the rules and regulations thereunder and Voicestream will cause the     
Voicestream Proxy Statement to comply as to form in all material respects with  
the applicable provisions of the Exchange Act and the rules and regulations     
thereunder. Voicestream and DT shall use their reasonable best efforts to have  
the Voicestream Proxy Statement and Registration Statement declared effective by
the SEC under the Securities Act, and promptly thereafter shall mail to the     
holders of record of Voicestream Common Shares, the Voicestream Proxy Statement;
provided, however, that Voicestream shall not mail or otherwise furnish the     
Voicestream Proxy Statement to its stockholders unless and until:               

 (i) it has received notice from the SEC that the Registration
Statement is effective under the Securities Act;                      

    (ii) Voicestream shall have received a letter of its independent
     accountants, dated a date within two (2) business days prior to the date of
the first mailing of the Voicestream Proxy Statement, and addressed to
   Voicestream, in form reasonably satisfactory to Voicestream and customary
     in scope for similar "cold comfort" letters delivered by independent public
 accountants in connection with registration statements on Form F-4 with
     respect to the financial statements of DT included in the Voicestream Proxy
Statement and the Registration Statement;                             

         (iii) DT shall have received a letter of its independent accountants,
  dated a date within two (2) business days prior to the date of the first
  mailing of the Voicestream Proxy Statement, and addressed to DT, in form
reasonably satisfactory to DT and customary in scope for similar "cold
    comfort" letters delivered by independent public accountants in connection
with registration statements on Form F-4 with respect to the financial
   statements of Voicestream included in the Voicestream Proxy Statement and
the Registration Statement.                                           

    DT shall use reasonable best efforts to obtain prior to the effective date
of the Form F-4, all necessary state securities law or "Blue Sky" permits or    
approvals required to effect the transactions contemplated by this Agreement. DT
will advise Voicestream, promptly after it receives notice, of the time when the
Form F-4 has become effective or any supplement or amendment has been filed, the
issuance of any stop order or the suspension of the qualification of the DT     
Depositary Shares or DT Ordinary Shares issuable and deliverable in connection  
with the Merger for offering or sale in any jurisdiction.                       

(b) DT and Voicestream will cooperate in (i) the preparation of the   
Voicestream Proxy Statement and the Registration Statement and in having the    
Registration Statement declared effective as soon as practicable and (ii) the   
preparation and filing of the German Listing Prospectus with the FSE and the    
auditor's report with the Commercial Register.                                  

  SECTION 5.02.  Voicestream Stockholders' Meeting and Consummation of the
Merger.  (a) As promptly as practicable after the Registration Statement is     
declared effective under the Securities Act, Voicestream shall duly give notice 
of, convene and hold a meeting of its stockholders (the "VOICESTREAM            
STOCKHOLDERS' MEETING") in accordance with Delaware Law for the purposes of     
obtaining the Voicestream Stockholder Approval and shall, subject to the        
provisions of Section 5.02(b) hereof, through its Board of Directors, recommend 
to its stockholders the approval and adoption of this Agreement and use its     
reasonable best efforts to obtain the Voicestream Stockholder Approval.         

     (b) Neither the Board of Directors of Voicestream nor any committee thereof
shall (i) except as expressly permitted by this Section 5.02(b), withdraw,      
qualify or modify, or propose publicly to withdraw, qualify or modify, in a     
manner adverse to DT, the approval or recommendation of such Board of Directors 
or such committee of this Agreement, the Merger and the other transactions      
contemplated hereby, (ii) approve or recommend, or propose publicly to approve  
or recommend, any Alternative Transaction, or (iii) cause Voicestream to enter  
into any letter of intent, agreement in principle, acquisition agreement or     
other similar agreement for any Alternative Transaction (each, a "VOICESTREAM   
ACQUISITION AGREEMENT").                                                        

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Notwithstanding the foregoing, in the event that prior to the time the          
Voicestream Stockholder Approval is obtained, Voicestream receives a Superior   
Proposal (as defined below), the Board of Directors of Voicestream may (subject 
to this and the following sentences) (A) inform Voicestream stockholders that it
no longer recommends Voicestream Stockholder Approval (a "SUBSEQUENT            
DETERMINATION"), but only at a time that is after the second Business Day       
following DT's receipt of written notice advising DT that the Board of Directors
of Voicestream has received a Superior Proposal specifying the material terms   
and conditions of such Superior Proposal (and including a copy or draft copy    
thereof with all accompanying documentation or draft documentation, if in       
writing), identifying the Person making such Superior Proposal and stating that 
it intends to make a Subsequent Determination. After providing such notice,     
Voicestream shall provide a reasonable opportunity to DT to make such           
adjustments in the terms and conditions of this Agreement as would enable       
Voicestream to proceed with its recommendation to its stockholders without a    
Subsequent Determination; provided, however, that any such adjustment shall be  
at the discretion of Voicestream and DT at the time. For purposes of this       
Agreement, a "SUPERIOR PROPOSAL" means any proposal (on its most recently       
amended or modified terms, if amended or modified) made by a Third Party to     
enter into an Alternative Transaction which the Board of Directors of           
Voicestream determines in its good faith judgment to be more favorable to       
Voicestream's stockholders than the transactions contemplated by this Agreement.
Voicestream shall submit this Agreement to its stockholders at the Voicestream  
Stockholders' Meeting even if the Board of Directors of Voicestream shall have  
made a Subsequent Determination.                                                

     SECTION 5.03.  Cook Inlet.  Voicestream shall not agree to any modification
of the existing exchange rights agreements relating to the Cook Inlet Joint     
Ventures that would (i) prior to the Effective Date, increase the number of     
Voicestream Common Shares issuable to the Cook Inlet Joint Ventures upon        
exercise of their exchange rights in excess of the maximum number of shares set 
forth on Schedule 2.03(f) on and after the Effective Date, increase the number  
of DT Ordinary Shares or DT Depositary Shares issuable to the Cook Inlet Joint  
Ventures upon exercise of their exchange rights.                                

     SECTION 5.04.  Notification of Certain Matters.  Each of Voicestream and DT
shall give prompt notice to each other of the following:                        

        (a) the occurrence or nonoccurrence of any event whose occurrence or
 nonoccurrence would be likely to cause either (i) any representation or
     warranty contained in this Agreement of such Party to be untrue, inaccurate
   or incomplete in any material respect at any time from the date hereof to
   the Effective Time if such failure to be true, accurate or complete would
cause the condition set forth in Section 6.02(a) or 6.03(a) not to be 
   satisfied, in which case the Party required to give prompt notice thereof
    shall promptly update and deliver to the others any Schedules hereto which
    require an update to remain true, accurate and correct or (ii) directly or
indirectly, any Material Adverse Effect on such Party;                

     (b) any material failure of such Party, or any officer, director,
     employee or agent of any thereof, to comply with or satisfy any covenant or
     agreement to be complied with or satisfied by it hereunder (if such failure
     would cause the condition set forth in Section 6.02(b) or 6.03(b) not to be
satisfied);                                                           

         (c) any facts relating to such Party which would make it necessary or
advisable to amend the Voicestream Proxy Statement or the Registration
Statement in order to make the statements therein not misleading or to
 comply with applicable law; provided, however, that the delivery of any
  notice pursuant to this Section 5.04 shall not limit or otherwise affect
the remedies available hereunder to the Parties receiving such notice;

 (d) Promptly upon receipt by Voicestream from any Voicestream
  stockholder who is a party to the Stockholder Agreements of a proxy card
   sent to the Voicestream stockholders with the Voicestream Proxy Statement
    and in accordance with Section 5 of the Stockholders Agreements, but in no
     event later than the second Business Day following such receipt or, if such
     receipt is on or after the fifth Business Day prior to the Closing, then on
     the date of such receipt, Voicestream shall notify DT orally of its receipt
and provide DT with copy of such proxy card; and                      

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          (e) Voicestream will not settle any claim with respect to Section 1.19
    and 1.20 the Tax Sharing Agreement (the "355 PROVISIONS") or amend, modify
  or terminate the 355 Provisions without the prior written consent of DT.
 Voicestream will promptly provide DT with any notice of indemnification
 claim or other notice of communication with respect to or under the Tax
    Sharing Agreement with respect to the 355 Provisions. Voicestream will use
     its reasonable best efforts to permit DT to participate in the negotiation,
  resolution, settlement and contest of any claim or tax refund related to
 any items for which Voicestream has sole indemnification responsibility
under the Section 355 Provisions.                                     

SECTION 5.05.  Access to Information.  (a) Each of Voicestream and DT 
shall, and shall cause its respective Subsidiaries, and its and their officers, 
directors, employees, auditors, counsel and agents to afford the officers,      
employees, auditors, counsel and agents of the other Parties reasonable access  
during regular business hours to such Party's and its Subsidiaries' officers,   
employees, auditors, counsel, agents, properties, offices and other facilities  
and to all of their respective books and records, and shall furnish the other   
with all financial, operating and other data and information as such other      
Parties may reasonably request. Notwithstanding the foregoing, neither          
Voicestream nor DT shall be required to provide any information which it        
reasonably believes it may not provide to the other Party by reason of any Legal
Requirements or other applicable law, rules or regulations, which constitutes   
information protected by attorney/client privilege, or which it or any of its   
Subsidiaries is required to keep confidential by reason of contract, agreement  
or understanding with third parties.                                            

 (b) Each of Voicestream and DT agrees that all non-public, confidential
information so received from any other Party shall be deemed received pursuant  
to the Confidentiality Agreement and shall cause its Subsidiaries and each of   
its and their respective officers, directors, employees, financial advisors,    
attorneys, accountants, consultants and agents ("PARTY REPRESENTATIVES") to,    
comply with the provisions of the Confidentiality Agreement with respect to such
information, and the provisions of the Confidentiality Agreement are hereby     
incorporated herein by reference with the same effect as if fully set forth     
herein.                                                                         

  SECTION 5.06.  Public Announcements.  Voicestream and DT shall develop a
joint communications plan and each Party shall, except as otherwise required by 
any Legal Requirement, use its reasonable best efforts to ensure that all press 
releases and other public statements with respect to the transactions           
contemplated hereby shall be consistent with such joint communications plan or, 
to the extent inconsistent therewith, shall have received the prior written     
approval of the other Parties.                                                  

SECTION 5.07.  Cooperation.  (a) Upon the terms and subject to the    
conditions hereof, each of Voicestream and DT agrees, and agrees to cooperate   
with each other, (w) to take or cause to be taken all actions and to do or cause
to be done all things necessary, proper or advisable to consummate the          
transactions contemplated by this Agreement (including all actions expected to  
be taken after the Effective Time in connection with the actions contemplated by
Section 1.04), (x) to obtain in a timely manner all necessary Permits or        
waivers, from, approvals or consents of, or declarations, registrations or      
filings with, and all expirations of waiting periods imposed by, any            
Governmental or Regulatory Authority which are necessary for the consummation of
the transactions contemplated hereby, (y) to promptly (1) prepare and file a    
Premerger Notification in accordance with the HSR Act, comply with any requests 
for additional information, and obtain termination of the waiting period        
thereunder as promptly as practicable, (2) prepare and file all required        
notifications, if any, under Council Regulation (EEC) No. 4064/89, and obtain   
the approval of the Council of the European Union to the transactions           
contemplated by this Agreement, if required, and (3) file a notice pursuant to  
Section 721 of Exon-Florio, and (z) to take all actions within its control      
necessary to obtain any Required Regulatory Approvals necessary to consummate   
the transactions contemplated hereby; provided, however, that nothing in this   
sentence of Section 5.07(a) shall require DT or Voicestream to take any action  
that would result in a Burdensome Condition;                                    

   (b) Each of Voicestream and DT agrees to cooperate with each other (1) to
respond to inquiries from, and to make presentations to, Governmental or        
Regulatory Authorities; and (2) to promptly inform the others of any material   
oral or written communication received by such Party from, or given by such     
Party to, any Governmental or Regulatory Authority, and of any material         
communication received or given                                                 

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in connection with any proceeding by a private Party, in each case regarding the
relevant transactions. Voicestream and DT agree to consult with each other in   
advance of any meeting or conference with, or of making any filing or other     
written submission to, any such Governmental or Regulatory Authority, and to the
extent permitted by the applicable Governmental or Regulatory Authority, give   
the others the opportunity to attend and participate in such meetings and       
conferences, or to review and approve any such filing or other written          
submission, in each case regarding the relevant transactions.                   

     (c) Each of Voicestream and DT shall cooperate with each other to eliminate
or reduce to the extent possible any illegality, forfeiture or loss on the part 
of DT, Voicestream or their respective Subsidiaries that may result from the    
consummation of the transactions contemplated hereby.                           

  (d) Each of Voicestream and DT hereby agrees to cooperate with the other
party, and to cause its officers, directors and independent accountants to      
cooperate with the other party, to do or cause to be done all things reasonably 
requested by the other party (including, without limitation, providing such     
information as may reasonably be requested to permit pro forma financial        
statements after giving effect to the Merger to be produced) in order to        
facilitate any financing, acquisition or capital markets transaction to be      
entered into by either Party after the date hereof.                             

(e) Voicestream hereby agrees to use reasonable best efforts, in      
consultation with DT, to obtain all waivers and consents that may be required   
from any parties to any Voicestream Contract, including, without limitation,    
from lenders and other financing sources of Voicestream and its Subsidiaries, in
connection with this Agreement, the Stockholders Agreements, the DT Financing   
Agreements and the transactions contemplated hereby and thereby.                

   (f) Voicestream hereby agrees, from the date hereof until the Closing, to
take any and all actions that are required to be taken prior to the Effective   
Time pursuant to any Voicestream Contract or other agreement, including, without
limitation, any debt instruments, including credit agreements and indentures, to
which Voicestream or any of its Significant Subsidiaries or any Cook Inlet Joint
Venture is a party and to make any offer to purchase any securities required to 
be made, as a result of the execution and delivery of this Agreement, the       
Stockholders Agreements and the DT Financing Agreements.                        

SECTION 5.08.  Indemnification, Directors' and Officers'              
Insurance.  (a) For a period of six (6) years after the Effective Time, the     
Surviving Corporation (i) shall maintain in effect the current provisions       
regarding indemnification of officers and directors contained in the charter and
bylaws of Voicestream and each of its Subsidiaries and any directors, officers  
or employees indemnification agreements of Voicestream and its Subsidiaries,    
(ii) shall maintain in effect the current policies of directors' and officers'  
liability insurance and fiduciary liability insurance maintained by Voicestream 
("D&O INSURANCE") (provided that the Surviving Corporation may substitute       
therefor policies of at least the same coverage and amounts containing terms and
conditions which are, in the aggregate, no less advantageous to the insured),   
with respect to claims arising from facts or events which occurred on or before 
the Effective Time, provided, however, if the existing D&O Insurance expires, is
terminated or cancelled, or if the annual premium therefor is increased to an   
amount in excess of 250% of the last annual premium paid prior to the date      
hereof, in each case during such six year period, the Surviving Corporation will
use its best efforts to obtain D&O Insurance in an amount and scope as great as 
can be obtained for the remainder of such period for a premium not in excess (on
an annualized basis) of 250% of the Current Premium, and (iii) shall indemnify  
the directors and officers of Voicestream to the fullest extent to which        
Voicestream is permitted to indemnify such officers and directors under their   
respective charters and bylaws and applicable law.                              

    (b) Without limiting Section 5.08(a), after the Effective Time, each of DT
and the Surviving Corporation shall, to the fullest extent permitted under      
applicable law, indemnify and hold harmless, each present and former director,  
officer, employee and agent of Voicestream or any of its Subsidiaries (each,    
together with such person's heirs, executors or administrators, an "INDEMNIFIED 
PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or        
expenses (including attorneys' fees), judgments, fines, losses, claims, damages,
liabilities and amounts paid in settlement in connection with any actual or     
threatened claim, action, suit, proceeding or investigation, whether civil,     
criminal, administrative or investigative,                                      

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arising out of, relating to or in connection with any action or omission        
occurring or alleged to occur prior to the Effective Time (including, without   
limitation, acts or omissions in connection with such persons serving as an     
officer, director or other fiduciary in any entity if such service was at the   
request or for the benefit of Voicestream) or arising out of or pertaining to   
this Agreement, the Merger and the other transactions contemplated by this      
Agreement and the DT Financing Agreements. In the event of any such actual or   
threatened claim, action, suit, proceeding or investigation (whether arising    
before or after the Effective Time), (i) DT and the Surviving Corporation, as   
the case may be, shall pay the reasonable fees and out of pocket expenses of    
counsel selected by the Indemnified Parties, which counsel shall be reasonably  
satisfactory to DT and the Surviving Corporation, promptly after statements     
therefor are received and shall pay all other reasonable out of pocket expenses 
in advance of the final disposition of such action, (ii) DT and the Surviving   
Corporation will cooperate and use all reasonable efforts to assist in the      
vigorous defense of any such matter, and (iii) to the extent any determination  
is required to be made with respect to whether an Indemnified Party's conduct   
complies with the standards set forth under Delaware Law and DT's or the        
Surviving Corporation's respective articles of incorporation or bylaws, such    
determination shall be made by independent legal counsel acceptable to DT or the
Surviving Corporation, as the case may be, and the Indemnified Party; provided, 
however, that neither DT nor the Surviving Corporation shall be liable for any  
settlement effected without its written consent (which consent shall not be     
unreasonably withheld). The Indemnified Parties as a group may not retain more  
than one law firm to represent them with respect to each matter unless there is,
under applicable standards of professional conduct, a conflict on any           
significant issue between the positions of any two or more Indemnified Parties. 

SECTION 5.09.  Stock Exchange Listings/Establishment of DT Depositary 
Shares.  DT will take all steps necessary for the listing and authorization for 
listing on the FSE and the NYSE (subject to official notice of issuance) of the 
DT Ordinary Shares and the DT Depositary Shares, respectively, to be issued     
pursuant to the Merger.                                                         

     SECTION 5.10.  No Shelf Registration.  DT shall not be required to amend or
maintain the effectiveness of the Registration Statement for the purpose of     
permitting resale of the shares of DT received pursuant hereto by the Persons   
who may be deemed to be "affiliates" of Voicestream within the meaning of Rule  
145 promulgated under the Securities Act. The DT Ordinary Shares issuable upon  
exercise of options pursuant to Section 1.05 hereof shall be registered under   
the Securities Act and such registration shall be effective at the time of      
issuance.                                                                       

   SECTION 5.11.  Affiliates.  Voicestream (i) shall deliver to DT not later
than the 30th day after the date of this Agreement a list of all persons who    
are, as of the date hereof its Affiliates for purposes of Rule 145 under the    
Securities Act, and (ii) shall use its reasonable best efforts to cause each    
person who is identified as its "affiliate" on Schedule 5.11 to deliver to DT as
promptly as practicable but in no event later than the Closing Date, a signed   
agreement substantially in the form of Exhibit A. Voicestream shall notify DT   
from time to time of any other persons who then are such an "affiliate" of      
Voicestream and use its reasonable best efforts to cause each additional person 
who is identified as such an "affiliate" to execute a signed agreement as set   
forth in this Section 5.11.                                                     

     SECTION 5.12.  Blue Sky.  DT will use its reasonable best efforts to obtain
prior to the Effective Time all necessary state securities or "blue sky" Permits
and approvals or similar foreign approvals required to permit the distribution  
of the DT Depositary Shares and the DT Ordinary Shares to be issued in          
accordance with the provisions of this Agreement, and Voicestream will provide  
any reasonably requested cooperation in connection therewith.                   

SECTION 5.13.  Tax-Free Merger.  Each of the Parties will use its     
reasonable best efforts, and each agrees to cooperate with the other Parties and
provide one another with such documentation, information and materials, as may  
be reasonably necessary, proper or advisable, to (i) cause the Merger to qualify
as a reorganization within the meaning of Section 368(a) of the Code and (ii)   
avoid gain recognition to the Stockholders of Voicestream pursuant to Section   
367(a) of the Code.                                                             

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 SECTION 5.14.  Interim Dividend Policy.  Other than the Permitted Stock
Dividend, Voicestream shall not, without the prior written consent of DT,       
declare, set aside or pay any dividend or distribution payable in cash, stock,  
property or otherwise with respect to shares of Voicestream Common Stock.       

SECTION 5.15.  Permitted Acquisitions.  (a) Voicestream and its       
Subsidiaries may only engage in an acquisition transaction taking the form of a 
stock acquisition, asset acquisition, merger or similar type or form of         
transaction, including, without limitation, any transaction pursuant to which   
Voicestream would propose to acquire, directly or indirectly, any additional FCC
licenses, and may only make investments in other Persons (collectively,         
"ACQUISITIONS") subject to the provisions of this Section 5.15 and subject to   
the provisions of Sections 4.01(h), (i) and (m). Subject to Sections 4.01(h),   
(i) and (m), Voicestream and its Subsidiaries may engage in (A) Acquisitions in 
accordance with Section 5.15(b), (B) Acquisitions without DT's consent, provided
that the aggregate value of the consideration payable by Voicestream and any of 
its Subsidiaries in respect of any Acquisition pursuant to this clause (B) shall
not exceed $500 million (including assumption of debt) and in respect of all    
Acquisitions pursuant to this clause (B) shall not exceed in the aggregate $750 
million (including assumptions of debt), and, provided further, that, without   
consent of the Acquisitions Committee (as hereinafter defined), none of such    
Acquisitions include shares of Voicestream or any of its Subsidiaries as        
consideration for the transaction, and (C) Acquisitions permitted (or deemed    
permitted) by the Acquisitions Committee. The Acquisitions Committee shall      
consist of the individuals listed on Schedule 5.15(C). If Voicestream desires to
make or engage in an Acquisition requiring consent of the Acquisitions          
Committee, it shall notify (a "PROPOSED ACQUISITION NOTICE") the Acquisitions   
Committee in writing (care of the office of the Chairman of the Acquisitions    
Committee) of such proposed Acquisition (a "PROPOSED ACQUISITION"). The Proposed
Acquisition Notice shall include or be preceded by a copy of the material       
information upon which senior management of Voicestream relied in determining   
that Voicestream should pursue the Proposed Acquisition. Unless the Acquisitions
Committee denies permission in writing (in care of the office of Voicestream's  
Chief Executive Officer) which is received within five (5) Business Days of     
receipt of the Proposed Acquisition Notice, the Proposed Acquisition shall be   
deemed to have been consented to and permitted by this Section 5.15 and for all 
purposes under this Agreement (and shall not count toward the individual or     
aggregate dollar limitation set forth in clause (B) of this Section 5.15(a) nor 
shall any securities issued in connection therewith be deemed to breach any     
restriction contained in Section 4.01. DT agrees and acknowledges that if the   
Acquisitions Committee denies Voicestream permission to proceed with any        
Proposed Acquisition, thereafter any officer, director, stockholder or Affiliate
of Voicestream (other than any of Voicestream's Subsidiaries), or any group or  
combination of them, may pursue or engage in such Proposed Acquisition for his, 
its or their own account. The Acquisitions Committee shall also, from time to   
time, consider the capital structure of Voicestream.                            

    (b) In the event that Voicestream determines to participate in any auction
of spectrum or airwave rights or licenses conducted during the period from the  
date hereof until the Effective Time or the termination of this Agreement (an   
"AUCTION"), then management of Voicestream shall work with the Acquisitions     
Committee to develop, not later than the tenth Business Day prior to the date   
the short form application related to such Auction is due, a schedule (a "BID   
SCHEDULE") of maximum amounts that Voicestream shall be permitted to bid in such
Auction, which shall set forth both a maximum bid per license or market (as     
applicable), and an aggregate maximum for the entire Auction. In the event that,
in the course of an Auction, Voicestream desires to bid in excess of the maximum
bid permitted in the Bid Schedule for any market or license, as applicable, or  
the maximum aggregate of all bids, Voicestream may do so only with the consent  
of any one of the members of the Acquisitions Committee (which consent may be   
sought and/or granted by telephone). Unless any of the members of the           
Acquisitions Committee denies such request to exceed such maximum bid (a        
"PROPOSED BID INCREASE") within 24 hours of the time such request shall have    
been made, DT shall be deemed to have consented to such request. DT hereby      
agrees and acknowledges that in the event that Voicestream and the Acquisitions 
Committee fail to agree upon a Bid Schedule prior to the tenth Business Day     
prior to the schedule commencement of any Auction, thereafter any officer,      
director, stockholder or Affiliate of Voicestream (other than any of            
Voicestream's Subsidiaries), or any group or combination of them, may           
participate in such Auction and acquire rights or licenses pursuant thereto for 
his, its or their own account.                                                  

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   SECTION 5.16.  Reasonable Best Efforts.  Each of Voicestream and DT shall
use its reasonable best efforts to obtain the opinions referred to in Section   
6.02(d) and the delivery of the executed Representation Letters in the forms set
forth in Exhibits D and E hereto.                                               

     SECTION 5.17.  Certain Matters.  After the Effective Time, DT will take the
actions set forth in Schedule 5.17.                                             

     SECTION 5.18.  Takeover Laws.  Subject to Section 5.02, no Party shall take
any action that would cause the transactions contemplated by this Agreement or  
the Stockholders Agreement to be subject to requirements imposed by any Takeover
Laws (including any such laws or regulations applicable to DT under German Legal
Requirements or the Legal Requirements of the FSE) and each of them shall take  
all necessary steps within its control to exempt (or ensure the continued       
exemption of), or minimize the effect on, the transactions contemplated by this 
Agreement and the Stockholders Agreement from, or if necessary challenge the    
validity or applicability of, any applicable Takeover Law, as now or hereafter  
in effect, including, without limitation, Section 203 of the Delaware Law or any
other Takeover Laws that purport to apply to this Agreement or the Stockholders 
Agreement or the transactions contemplated hereby or thereby.                   

   SECTION 5.19.  Employee Benefits.  (a) From and after the Effective Time,
DT shall cause the Surviving Corporation or its successor to honor all          
Voicestream employee benefit plans and compensation arrangements and agreements 
in accordance with their terms as in effect immediately before the Effective    
Time, subject to any amendment or termination thereof that may be permitted by  
such terms. For a period of not less than two years following the Effective     
Time, DT shall cause to be provided, to current and former employees of         
Voicestream and its Subsidiaries (the "VOICESTREAM EMPLOYEES") compensation and 
employee benefits (it being understood that discretionary equity and equity     
based awards will remain discretionary) that are, in the aggregate, not less    
favorable than those provided to Voicestream Employees immediately before the   
Effective Time.                                                                 

(b) For purposes of vesting, eligibility to participate and level of  
benefits (but not benefit accrual under pension or similar plans) under the     
employee benefit plans of DT and its Affiliates providing benefits to any       
Voicestream Employees after the Effective Time (the "NEW PLANS"), each          
Voicestream Employee shall be credited with his or her years of service with    
Voicestream and its Affiliates before the Effective Time, to the same extent as 
such Voicestream Employee was entitled, before the Effective Time, to credit for
such service under any similar Voicestream Employee Benefit Plans in which such 
Voicestream Employee participated or was eligible to participate immediately    
prior to the Effective Time, provided, that the foregoing shall not apply to the
extent that its application would result in a duplication of benefits or for    
newly established plans and programs for which prior service of DT employees is 
not taken into account. In addition, and without limiting the generality of the 
foregoing: (i) each Voicestream Employee shall be immediately eligible to       
participate, without any waiting time, in any and all New Plans to the extent   
coverage under such New Plan replaces coverage under a comparable Voicestream   
employee benefit plan or compensation arrangement or agreements in which such   
Voicestream Employee participated immediately before the consummation of the    
Merger (such plans, collectively, the "OLD PLANS"); and (ii) for purposes of    
each New Plan providing medical, dental, pharmaceutical and/or vision benefits  
to any Voicestream Employee, DT shall cause all pre-existing condition          
exclusions and actively-at-work requirements of such New Plan to be waived for  
such employee and his or her covered dependents, unless such conditions would   
not have been waived under the comparable plans of Voicestream or its           
subsidiaries in which such employee participated immediately prior to the       
Effective Time and DT shall cause any eligible expenses incurred by such        
employee and his or her covered dependents during the portion of the plan year  
of the Old Plan ending on the date such employee's participation in the         
corresponding New Plan begins to be taken into account under such New Plan for  
purposes of satisfying all deductible, coinsurance and maximum out-of-pocket    
requirements applicable to such employee and his or her covered dependents for  
the applicable plan year as if such amounts had been paid in accordance with    
such New Plan.                                                                  

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  (c) DT hereby acknowledges and agrees that the transactions contemplated
hereby will constitute a Change of Control for all purposes under the applicable
Voicestream Employee Benefit Plans listed on Schedule 2.11(g).                  

 (d) Voicestream and DT shall, during the sixty-day period following the
date hereof, seek to develop a mutually acceptable retention plan for senior    
management employees.                                                           

 (e) For a period of at least two years following the Effective Time, DT
shall continue and cause to be honored Voicestream's severance policy described 
in Schedule 4.01(e) as in effect prior to the Effective Time without any        
amendments adverse to Voicestream Employees.                                    

     SECTION 5.20.  Certain Employment Matters.  Prior to the Effective Time, DT
and Voicestream shall take all such steps as may be required to cause the       
transactions contemplated by this Agreement, including any dispositions of      
Voicestream Common Shares (including derivative securities with respect to the  
Voicestream Common Shares) and acquisitions of DT Ordinary Shares (including    
derivative securities with respect to DT Ordinary Shares) by each Person who is 
or will be subject to the reporting requirements of Section 16(a) of the        
Exchange Act with respect to the Voicestream or DT, as the case may be, to be   
exempt under Rule 16b-3 promulgated under the Exchange Act.                     

ARTICLE 6 

CLOSING CONDITIONS

SECTION 6.01.  Conditions to Each Party's Obligation to Effect the    
Merger.  The respective obligations of Voicestream and DT to consummate the     
Merger shall be subject to the fulfillment or (to the extent permitted by       
applicable law) written waiver prior to the Effective Time of the following     
conditions:                                                                     

         (a) Stockholder Approval.  The Voicestream Stockholder Approval shall
have been obtained.                                                   

          (b) Legality.  No federal, state or foreign statute, rule, regulation,
 executive order, decree or injunction shall have been enacted, entered,
   promulgated or enforced by any Governmental or Regulatory Authority which
   is in effect and has the effect of making the Merger illegal or otherwise
prohibiting the consummation of the Merger.                           

        (c) Required Regulatory Approvals.  Any waiting period applicable to
     the consummation of the Merger under the HSR Act shall have expired or been
  terminated; to the extent required, the Commission of the European Union
  shall have approved the Merger under Regulation (EEC) No. 4064/89 of the
   Council of the European Union, or such approval shall have been deemed to
 have been granted; the review and investigation under Exon-Florio shall
have been terminated and the President shall have taken no action     
authorized thereunder; and any Required Regulatory Approval of the FCC
  shall have been received and shall be in full force and effect; provided
 that the conditions contained in this paragraph (c) shall not be deemed
   satisfied as to DT or Voicestream, if any such consents or authorizations
    shall contain any conditions (collectively, "BURDENSOME CONDITIONS") that,
  individually or in the aggregate, would reasonably be expected to have a
    Material Adverse Effect on DT or the mobile telecommunications business of
DT, in each case after giving effect to the transactions contemplated 
   hereby and any other acquisition in the mobile telecommunication industry
     which is entered into or consummated by DT or any of its Subsidiaries after
the date hereof.                                                      

     (d) Registration Statement Effective.  The Registration Statement
shall have become effective prior to the mailing by Voicestream of the
   Voicestream Proxy Statement to its stockholders, no stop order suspending
  the effectiveness of the Registration Statement shall then be in effect,
    and no proceedings for that purpose shall then be threatened by the SEC or
shall have been initiated by the SEC and not concluded or withdrawn.  

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        (e) Stock Exchange Listings.  All steps necessary for the listing of
     the DT Ordinary Shares to be issued pursuant to the Merger on the FSE shall
   have been taken and the DT Depositary Shares to be issued pursuant to the
Merger shall have been authorized for listing on the NYSE, subject to 
official notice of issuance.                                          

SECTION 6.02.  Conditions to the Obligations of Voicestream.  The     
obligations of Voicestream to consummate the Merger are also subject to the     
fulfillment or written waiver by Voicestream, prior to the Effective Time, of   
each of the following conditions:                                               

        (a) Representations and Warranties.  The representation and warranty
 set forth in Section 3.07(a) of this Agreement shall have been true and
     correct on the date hereof and on and as of the Closing Date as though made
     on the Closing Date; and the other representations and warranties of DT and
    Merger Sub set forth in this Agreement shall have been true and correct on
  the date hereof (or in the case of matters relating to Merger Sub, as of
     September 28, 2000) and on and as of the Closing Date as though made on the
Closing Date (except to the extent that any representation or warranty
    expressly speaks as of an earlier date, in which case it shall be true and
 correct as of such date) except (i) for changes permitted under Section
4.02 or otherwise contemplated by this Agreement, and (ii) for such   
     failures to be true and correct which in the aggregate would not reasonably
be expected to result in a Material Adverse Effect on DT.             

      (b) Agreements and Covenants.  DT shall have performed or complied
with all agreements and covenants required by this Agreement to be    
     performed or complied with by it on or before the Effective Time; provided,
  however, that for purposes of this Section 6.02(b) only, such agreements
     and covenants shall be deemed to have been complied with unless the failure
  or failures of such agreements and covenants to have been complied with,
   individually or in the aggregate, results or would reasonably be expected
to result in a Material Adverse Effect on DT or on Voicestream        
shareholders.                                                         

          (c) Certificates.  Voicestream shall have received a certificate of an
   executive officer of DT (and, to the extent such matters relate to Merger
Sub, of an executive officer of Merger Sub) to the effect set forth in
subparagraphs (a) and (b) above.                                      

          (d) Tax Opinion.  Voicestream shall have received an opinion of Jones,
 Day, Reavis & Pogue ("JONES DAY") and/or Wachtell, Lipton, Rosen & Katz
("WACHTELL LIPTON") dated as of the Closing Date substantially to the 
     effect that, on the basis of the facts, representations and assumptions set
     forth or referred to in such opinion, for U.S. federal income tax purposes,
the Merger (i) will qualify as a reorganization within the meaning of 
  Section 368(a) of the Code and (ii) each transfer of property to DT by a
  stockholder of Voicestream pursuant to the Merger will not be subject to
    Section 367(a)(1) of the Code. In rendering such opinion, Jones Day and/or
  Wachtell Lipton may require and shall be entitled to rely upon customary
representations of Voicestream and DT, including representations      
  substantially in the form of Exhibits D and E, respectively. The opinion
set forth in clause (ii) may assume that any stockholder who is a     
     "five-percent transferee shareholder" with respect to DT within the meaning
 of U.S. Treasury Regulations Section 1.367(a)-3(c)(5)(ii) will file the
agreement described in U.S. Treasury Regulations Section              
1.367(a)-3(c)(1)(iii)(B).                                             

    SECTION 6.03.  Conditions to the Obligations of DT.  The obligations of DT
to consummate the Merger are also subject to the fulfillment or written waiver  
by DT, prior to the Effective Time, of each of the following conditions:        

        (a) Representations and Warranties.  The representation and warranty
  of Voicestream set forth in Section 2.07(a) of this Agreement shall have
 been true and correct on the date hereof and on and as of the Bringdown
  Date as though made on the Bringdown Date; and the other representations
   and warranties of Voicestream set forth in this Agreement shall have been
    true and correct on the date hereof and on and as of the Bringdown Date as
though made on the Bringdown Date (except to the extent that any      
   representation or warranty expressly speaks as of (A) an earlier date, or
    (B) in the cases of Section 2.05(a) and clause (5) of the last sentence of
Section 2.03(a) to the extent either                                  

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   relates to the declaration or payment of the Permitted Stock Dividend, an
 earlier or later date, in which cases ((A) or (B)) it shall be true and
   correct as of such specified date) except (i) for changes permitted under
   Section 4.01 hereof or otherwise contemplated by this Agreement, and (ii)
   for such failures to be true and correct which in the aggregate would not
reasonably be expected to result in a Material Adverse Effect on      
Voicestream.                                                          

      (b) Agreements and Covenants.  Voicestream shall have performed or
     complied with all agreements and covenants required by this Agreement to be
     performed or complied with by it on or before the Effective Time; provided,
  however, that for purposes of this Section 6.03(b) only, such agreements
     and covenants shall be deemed to have been complied with unless the failure
 or failures of such agreements and covenants to have been complied with
   individually or in the aggregate, results or would reasonably be expected
to result in a Material Adverse Effect on DT or the mobile            
    telecommunications business of DT, in each case after giving effect to the
  transactions contemplated hereby and any other acquisition in the mobile
   telecommunications industry which is entered into or consummated by DT or
any of its Subsidiaries after the date hereof.                        

          (c) Certificates.  DT shall have received certificates of an executive
     officer of Voicestream to the effect set forth in subparagraph (a) above on
the Bringdown Date and subparagraph (b) above on the Closing Date;    
 provided, however, that if the Bringdown Date occurs before the Closing
Date and the Permitted Stock Dividend is declared or paid after the   
     Bringdown Date, then the matters referred to in clause (B) of paragraph (a)
     shall be covered in the certificate delivered on the Closing Date, and need
not be addressed or referenced in the certificate delivered on the    
Bringdown Date.                                                       

  SECTION 6.04.  Pre-Closing Bringdown.  At any time on or after the fifth
Business Day after the last to be fulfilled or waived of the conditions set     
forth in Article VI hereof (other than the conditions contained in Sections     
6.02(c), 6.02(d) and 6.03(c) so long as it is reasonably apparent that such     
conditions and the condition contained in Section 6.01(b) will be able to be    
satisfied on such fifth or later Business Day) shall be fulfilled or waived in  
accordance with this Agreement, Voicestream may deliver to DT a certificate of  
an executive officer of Voicestream, dated as of such day, to the effect set    
forth in Section 6.03(a), and the date on which such certificate is delivered   
shall thereupon be deemed to be the "BRINGDOWN DATE"; provided, however, that if
the Bringdown Date does not occur before the Closing Date, then the Bringdown   
Date shall be the same date as the Closing Date.                                

ARTICLE 7 

TERMINATION, AMENDMENT AND WAIVER 

   SECTION 7.01.  Termination.  This Agreement may be terminated at any time
before the Effective Time, in each case as authorized by the Board of Directors 
of Voicestream or the Management Board (VORSTAND) of DT:                        

(a) By mutual written consent of each of Voicestream and DT;

        (b) By Voicestream, if the Merger shall not have been consummated on
    or before September 30, 2001 (the "VOICESTREAM TERMINATION DATE") or by DT
 if the Merger shall not have been consummated on or before December 31,
2001 (the "DT TERMINATION DATE"); provided, however, that the right to
    terminate this Agreement under this Section 7.01(b) shall not be available
   to any Party whose failure to fulfill any obligation under this Agreement
     has been the cause of, or resulted in, the failure of the Effective Time to
occur on or before the relevant Termination Date;                     

          (c) By either Voicestream or DT, if (i) any Governmental or Regulatory
   Authority shall have issued an order, decree or ruling or taken any other
action (which order, decree or ruling Voicestream and DT shall use its
 reasonable best efforts to lift), in each case permanently restraining,
   enjoining or otherwise prohibiting the Merger, or (ii) in connection with
 the grant of any Required Regulatory Approval relating to the Merger, a
Burdensome Condition shall have been imposed, and in the case of      

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     either clause (i) or (ii), such order, decree, ruling, Burdensome Condition
or other action shall have become final and nonappealable;            

          (d) By Voicestream, (A) if DT shall have breached or failed to perform
   in any material respect any of its representations, warranties, covenants
     or other agreements contained in this Agreement, which breach or failure to
perform (1) is incapable of being cured by DT prior to the Voicestream
    Termination Date, or, if capable of being cured, is not cured by DT within
  30 days after written notice thereof shall have been received by DT from
Voicestream, and (2) renders any condition under Section 6.01 or 6.02 
    incapable of being satisfied prior to the Voicestream Termination Date, or
    (B) if a condition under Section 6.01 or 6.02 to Voicestream's obligations
hereunder is or becomes incapable of being satisfied prior to the     
Voicestream Termination Date;                                         

          (e) By DT, (A) if Voicestream shall have breached or failed to perform
   in any material respect any of its representations, warranties, covenants
     or other agreements contained in this Agreement, which breach or failure to
perform (1) is incapable of being cured by Voicestream prior to the DT
Termination Date, or, if capable of being cured, is not cured by      
 Voicestream within 30 days after written notice thereof shall have been
received by Voicestream from DT, and (2) renders any condition under  
Section 6.01 or 6.03 incapable of being satisfied prior to the DT     
    Termination Date, or (B) if a condition under Section 6.01 or 6.03 to DT's
   obligations hereunder is or becomes incapable of being satisfied prior to
the DT Termination Date;                                              

        (f) By Voicestream or DT, respectively, at any time that is not less
     than 15 days after any federal, state or foreign statute, rule, regulation,
 executive order, decree or injunction shall have been enacted, entered,
    promulgated or enforced by any Governmental or Regulatory Authority (other
    than, for purposes of this paragraph only, any court of law or equity) and
     that has the effect of making the condition set forth in Section 6.01(b) or
    the condition set forth in Section 6.01(c) incapable of being satisfied by
the Parties prior to, in the case of termination by Voicestream, the  
   Voicestream Termination Date or, in the case of termination by DT, the DT
Termination Date, respectively;                                       

   (g) By either Voicestream or DT, if the Voicestream Stockholder
Approval shall fail to have been obtained at a duly held stockholders 
meeting of Voicestream, including any adjournments thereof;           

          (h) By Voicestream, if the DT Share Price that would be applied in the
   Cash Adjustment (prior to conversion into U.S. Dollars and without giving
    effect to the proviso to the definition of DT Share Price) is less than 33
    Euros; provided that Voicestream shall have given DT 48 hours prior notice
of its intention to terminate pursuant to this Section 7.01(h).       

   SECTION 7.02.  Effect of Termination.  (a) In the event of termination of
this Agreement as provided in Section 7.01 hereof, this Agreement shall         
forthwith become void and there shall be no liability on the part of Voicestream
or DT, except (i) as set forth in this Section 7.02 and in Sections 2.16, 3.13, 
5.05(b), 9.03, 9.09 and 9.10 hereof, and (ii) nothing herein shall relieve      
Voicestream or DT from liability for any willful breach hereof.                 

(b) If this Agreement is terminated by Voicestream or DT pursuant to  
Section 7.01(g) because of the failure to obtain the Voicestream Stockholder    
Approval and (i) at any time after the date of this Agreement and prior to the  
Voicestream Stockholders' Meeting an offer or proposal for a transaction that   
would constitute an Alternative Transaction (as defined in Section 4.03(c)      
hereof) (except that, for the purposes of this Section 7.02(b), the applicable  
percentage in clauses (i) and (iii) of such definition shall be fifty percent   
(50%) and only for any transaction referred to in clause (ii) of such definition
to be treated as an Alternative Transaction for purposes of this Section        
7.02(b), stockholders of Voicestream would own less than 65% of the outstanding 
stock of the entity surviving or resulting from such transaction) shall have    
been announced or otherwise publicly disclosed, and not withdrawn, and (ii)     
within six months after the termination of this Agreement, Voicestream enters   
into a definitive agreement with any Third Party with respect to an Alternative 
Transaction (provided that for any transaction referred to in clause (ii) of    
such definition to be treated as an Alternative Transaction for purposes of this

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Section 7.02(b), stockholders of Voicestream would own less than 65% of the     
outstanding stock of the entity surviving or resulting from such transaction),  
Voicestream shall pay to DT a termination fee of $1,000,000,000 (the            
"TERMINATION FEE"). Except as otherwise provided in this paragraph, no          
Termination Fee shall be or become payable upon termination of this Agreement.  

(c) The termination fee payable under Section 7.02(b) above shall be  
payable in cash no later than one business day following the day Voicestream    
enters into the definitive agreement providing for the Alternative Transaction  
giving rise to the payment of such fee.                                         

(d) Voicestream and DT agree that the agreements contained in Section 
7.02(b) above are an integral part of the transactions contemplated by this     
Agreement and are an inducement to DT to enter into this Agreement and, to the  
extent payable in connection with a breach of this Agreement, constitute        
liquidated damages and not a penalty. If Voicestream fails to promptly pay to DT
any fee due under such Section 7.02(b), then Voicestream shall pay the costs and
expenses (including legal fees and expenses) in connection with any action,     
including the filing 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 Citibank, N.A., from the date such fee was required to  
be paid.                                                                        

     SECTION 7.03.  Amendment.  This Agreement may be amended by Voicestream, DT
and Merger Sub pursuant to a writing adopted by action taken by each of them at 
any time before the Effective Time; provided, however, that, after approval of  
this Agreement by the stockholders of Voicestream no amendment may be made which
under applicable law would require approval of such Party's stockholders without
such approval.                                                                  

    SECTION 7.04.  Waiver.  At any time before the Effective Time Voicestream,
DT and Merger Sub may (i) extend the time for the performance of any of the     
obligations or other acts of the others, (ii) waive any inaccuracies in the     
representations and warranties contained herein or in any document delivered    
pursuant hereto and (iii) waive compliance with any of the agreements or        
conditions contained herein. Any agreement on the part of a Party to any such   
extension or waiver shall be valid only as against such Party and only if set   
forth in an instrument in writing signed by such Party.                         

ARTICLE 8 

DEFINITIONS 

 SECTION 8.01. Certain Definitions.  For purposes of this Agreement, the
following terms shall have the following meanings:                              

       "AFFILIATE" of a Person means a Person that directly or indirectly,
     through one or more intermediaries, controls, is controlled by, or is under
  common control with, the first mentioned Person; provided, however, that
  such term shall not be deemed to include the Federal Republic of Germany
and Kreditanstalt fur Wiederaufbau ("KFW") in their capacities as     
shareholders of DT.                                                   

          "AGREEMENT" means this Agreement and Plan of Merger, together with all
of its schedules and exhibits.                                        

          "BUSINESS DAY" means a day other than Saturday, Sunday, federal or New
    York State holiday or other day on which commercial banks in New York City
are authorized or required by law to close.                           

"CODE" means the Internal Revenue Code of 1986, as amended. 

    "CONTROL" (including the terms "CONTROLLED BY" and "UNDER COMMON
  CONTROL WITH") means the possession, direct or indirect, of the power to
   direct or cause the direction of the management and policies of a Person,
     whether through the ownership of stock, as trustee or executor, by contract
or otherwise.                                                         

       "COOK INLET JOINT VENTURES" means Cook Inlet Western Wireless PV/SS
   PCS, L.P., Cook Inlet Voicestream PCS, LLC, Cook Inlet/VS GSM II PCS, LLC
and Cook Inlet/VS GSM III PCS,                                        

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 LLC, Cook Inlet/VS GSM IV PCS Holdings, LLC and Cook Inlet/VS GSM V PCS
Holdings, LLC.                                                        

          "COOK INLET PARTNERS" means Cook Inlet Telecommunications, Inc., SSPCS
Corporation, Providence Media Partners L.P., Cook Inlet GSM Inc.,     
     Providence Media Partners III L.P. and Providence Equity Operating Partners
III.                                                                  

          "DELAWARE LAW" means the Delaware General Corporation Law, as amended.

         "DT FINANCING AGREEMENTS" means the Stock Subscription Agreement, the
 Investor Agreement and the First Amended and Restated Voting Agreement,
     each dated as of the date hereof, between Voicestream, DT and certain other
parties.                                                              

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as the same
may be amended from time to time.                                     

          "EXON-FLORIO" means the provisions of the Exon-Florio Amendment to the
Omnibus Trade and Competitiveness Act of 1988.                        

        "GAAP" means United States generally accepted accounting principles.

"GERMAN LISTING PROSPECTUS" means the prospectus            
(BORSENZULASSUNGSPROSPEKT) required for the listing of the DT Ordinary
Shares to be issued pursuant to the Merger on the FSE.                

         "GOVERNMENTAL OR REGULATORY AUTHORITY" means any domestic or foreign,
national, federal, state, county, city, local or other administrative,
legislative, regulatory or other governmental authority, commission,  
     agency, court of competent jurisdiction or other judicial entity, tribunal,
    arbitrator, office, principality, registry (including, but not limited to,
   with respect to patents, trademarks, designs, or copyrights), legislative
or regulatory body, instrumentality, or quasi-governmental agency,    
    commission or authority or any arbitral tribunal exercising any regulatory
     or taxing authority; provided that such term shall not be deemed to include
the Federal Republic of Germany and KFW, in their capacities as       
shareholders of DT.                                                   

       "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as the same may be amended from time to time.                   

         "INVESTMENT INTEREST" means a direct or indirect ownership of capital
  stock, partnership, membership interests or other ownership interests or
similar securities of any Person.                                     

        "KNOWLEDGE" of any Party means the actual knowledge of the executive
officers of such Party.                                               

        "MATERIAL ADVERSE EFFECT" means, with respect to Voicestream and its
     Subsidiaries and the Cook Inlet Joint Ventures, taken as a whole, or DT and
     its Subsidiaries, taken as a whole, any change in or effect on the business
     of Voicestream and its Subsidiaries and the Cook Inlet Joint Ventures taken
     as a whole or DT and its Subsidiaries taken as a whole, as the case may be,
   that is or is reasonably likely to be materially adverse to the business,
   operations or financial condition of Voicestream and its Subsidiaries and
   the Cook Inlet Joint Ventures taken as a whole or DT and its Subsidiaries
taken as a whole, respectively, but shall not include the effects of  
changes or developments (A) in (i) the telecommunications industry,   
     including regulatory and political conditions, and not uniquely relating to
     DT or Voicestream, (ii) the United States or European economy, or (iii) the
 United States or European securities markets, or (B) resulting from the
announcement or the existence of this Agreement and the transactions  
contemplated hereby.                                                  

          "OTHER JOINT VENTURES" means Iowa Wireless Services, L.P., STPCS, LLC,
D&E/Omnipoint Corporation Wireless Joint Venture, LP, NPI-Omnipoint   
 Corporation Wireless, LLC, Wireless Alliance, LLC and Access Plus, LLC.

       "PERMITTED SWAPS" means transactions in which Voicestream or any of
its Subsidiaries exchanges property, assets and/or any legal rights of
substantially equivalent value (including spectrum rights)            

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  with any third party relating to not more than 5,000,000 POPs in any one
transaction or more than 10,000,000 POPs in all such transactions.    

   "PERSON" means an individual, corporation, partnership, limited
    liability company, joint venture, association, joint stock company, trust,
  unincorporated organization, entity or group (as defined in the Exchange
Act) or a Governmental or Regulatory Authority.                       

         "REGISTRATION STATEMENT" means one or more registration statements to
be filed with the SEC by DT in connection with the issuance of DT     
Depositary Shares and DT Ordinary Shares in the Merger.               

         "SECURITIES ACT" means the Securities Act of 1933, as the same may be
amended from time to time.                                            

      "SIGNIFICANT SUBSIDIARY" means any Subsidiary which on the date of
determination is a "SIGNIFICANT SUBSIDIARY" within the meaning of Rule
  1-02(w) of Regulation S-X promulgated under the Exchange Act, including,
   without limitation, Omnipoint Corporation and Aerial Communications, Inc.

        "SUBSIDIARY", "VOICESTREAM SUBSIDIARY," or "DT SUBSIDIARY" means any
     Person on the date of determination of which Voicestream or DT, as the case
  may be (either alone or through or together with any other Subsidiary or
   Subsidiaries) owns, directly or indirectly, more than fifty percent (50%)
   of the stock or other equity interests the holders of which are generally
entitled to vote for the election of the Board of Directors or other  
governing body of such Person.                                        

      "TAX" or "TAXES" means any U.S. federal, state or local or foreign
   taxes of any kind, including, without limitation, those on or measured by
    or referred to as income, gross receipts, capital, sales, use, ad valorem,
franchise, profits, license, withholding, payroll, employment, excise,
  severance, stamp, occupation, premium, value added, property or windfall
     profits taxes, customs, duties, or similar fees, assessments, or charges of
 any kind whatsoever, imposed by any taxing authority, together with any
interest and any penalties, additions to tax, or additional amounts   
thereon.                                                              

   "TAX RETURNS" means any U.S. federal, state or local or foreign
    return, report, or statement required to be filed with any Governmental or
Regulatory Authority with respect to Taxes.                           

          "TAX SHARING AGREEMENT" means the Tax Sharing Agreement dated February
17, 1998, by and among Western Wireless Corporation, Western PCS      
 Corporation and Hutchison Telecommunications PCS (USA) Limited, and the
First Amendment to such Tax Sharing Agreement dated May 3, 1999.      

   "TELECOM ACT" means the Communications Act of 1934, as amended.

     "T-MOBILE" means T-Mobile International AG, an Aktiengesellschaft
   organized and existing under the laws of the Federal Republic of Germany.

  SECTION 8.02.  Date of this Agreement; No Waiver.  (a) The amendment and
restatement of this Agreement on February 8, 2001 notwithstanding, unless       
otherwise expressly provided herein, this Agreement shall be deemed for all     
purposes to be dated and made as of July 23, 2000 (the date of the original     
Agreement and Plan of Merger) and to be effective as of such date, and all      
references herein to "the date hereof", "the date of this Agreement" and other  
similar references, shall be deemed to be references to July 23, 2000.          

(b) The parties' execution and delivery of this Amended and Restated  
Agreement shall not constitute a waiver of any rights that any of the parties   
hereto may have by reason of any event, condition, misrepresentation or breach  
of covenant of the original Agreement and Plan of Merger having occurred prior  
to the date of execution and delivery of this Amended and Restated Agreement,   
whether or not known to any or all of the parties hereto. No representation or  
warranty of any party in this Agreement shall be affected or limited by reason  
of the knowledge of any other party at any time that such representation or     
warranty is not, or may not be, true and correct.                               

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ARTICLE 9 

GENERAL PROVISIONS

SECTION 9.01.  Non-Survival of Representations, Warranties and        
Agreements.  The representations, warranties and agreements in this Agreement   
shall terminate at the Effective Time or upon the termination of this Agreement 
pursuant to Section 7.01 hereof, as the case may be, except that (i) the        
agreements set forth in Article I, Sections 5.08, 5.10, 5.13, 5.17 and 5.19     
hereof shall survive the Effective Time indefinitely, (ii) the agreements set   
forth in Sections 5.05(b), 7.02, 9.03 and 9.10 hereof shall survive termination 
indefinitely, (iii) any covenant or agreement of Voicestream and DT which by its
terms contemplates performance after the Effective Time shall survive the       
Effective Time in accordance with its terms, and (iv) the representations and   
warranties made by Voicestream in this Agreement shall terminate at the earlier 
of the Effective Time and 12:00 midnight on the Bringdown Date, except that if  
the Permitted Stock Dividend is declared or paid after the Bringdown Date, then 
the representations and warranties made by Voicestream in clause (5) of the last
sentence of Section 2.03(a) and in Section 2.05(a) to the extent either relates 
to the declaration or payment of the Permitted Stock Dividend shall terminate   
immediately after such payment.                                                 

     SECTION 9.02.  Notices.  All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given 
or made as of the date of receipt and shall be delivered personally or mailed by
registered or certified mail (postage prepaid, return receipt requested), sent  
by overnight courier or sent by telecopy, to the Parties at the following       
addresses or telecopy numbers (or at such other address or telecopy number for a
Party as shall be specified by like notice):                                    

(a) if to Voicestream:                                                

Voicestream Wireless Corporation                  
3650 131st Avenue S.E.                            
Bellevue, Washington 98006                        

Attention: Alan R. Bender                         
Facsimile: 425-586-8080                           

with a copy to:                                               

Wachtell, Lipton, Rosen & Katz                    
51 West 52nd Street                               
New York, New York 10019                          

Attention: Daniel A. Neff                         
Facsimile: 212-403-2000                           

and a copy to:                                                

Friedman Kaplan & Seiler LLP                      
875 Third Avenue                                  
New York, New York 10022                          

Attention: Barry A. Adelman                       
Facsimile: 212-355-6401                           

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(b) if to DT or Merger Sub:                                           

Deutsche Telekom AG                               
140 Friedrich-Ebert Allee                         
53113 Bonn                                        
Germany                                           

Attention: Kevin Copp                             
Facsimile: 49-228-181-44177                       

with a copy to:                                             

Cleary, Gottlieb, Steen & Hamilton                
One Liberty Plaza                                 
New York, New York 10006                          

Attention: Robert P. Davis                        
Facsimile: 212-225-3999                           

and a copy to:                                              

Hengeler Mueller Weitzel Wirtz                    
Trinkausstrasse 7                                 
D-40213 Dusseldorf                                
Germany                                           

Attention: Dr. Rainer Krause                      
Facsimile: +49-211-83-04-170                      

  SECTION 9.03.  Expenses.  Except as otherwise provided herein, all costs
and expenses incurred in connection with this Agreement and the transactions    
contemplated hereby shall be paid by the Party incurring such costs and         
expenses, except that those expenses incurred in connection with the printing of
the Voicestream Proxy Statement and the Registration Statement, as well as the  
filing fees related thereto and any filing fee required in connection with the  
filing of Premerger Notifications under the HSR Act, shall be shared equally by 
Voicestream and DT.                                                             

    SECTION 9.04.  Headings.  The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or          
interpretation of this Agreement.                                               

SECTION 9.05.  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, then all other conditions and provisions of this Agreement    
shall nevertheless remain in full force and effect so long as the economic or   
legal substance of the transactions contemplated hereby is not affected in any  
manner 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 an acceptable manner to the end 
that the transactions contemplated hereby are fulfilled to the maximum extent   
possible.                                                                       

SECTION 9.06.  Entire Agreement; No Third-Party Beneficiaries.  This  
Agreement, the DT Financing Agreements and the Confidentiality Agreement        
constitute the entire agreement and, except as expressly set forth herein,      
supersedes any and all other prior agreements and undertakings, both written and
oral, among the Parties, or any of them, with respect to the subject matter     
hereof and, except for Section 5.08, or 5.17, is not intended to confer upon any
person other than Voicestream, DT and, after the Effective Time their respective
stockholders, any rights or remedies hereunder.                                 

   SECTION 9.07.  Assignment.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties      
hereto, in whole or in part (whether by operation of law or otherwise), without 
the prior written consent of the other party; provided, however, that (i) this  
Agreement may be assigned by DT to an entity treated as a corporation for U.S.  
federal income tax                                                              

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purposes which owns more than 80% of the DT Ordinary Shares and which succeeds  
to all of the rights and obligations of DT under the Escrow Agency Agreement and
(ii) this Agreement may be assigned by Merger Sub to an entity treated as a     
corporation for U.S. federal income tax purposes and which is a direct,         
wholly-owned subsidiary of the entity to which DT has assigned this Agreement   
pursuant to (i) above. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and     
their respective successors and assigns. Anything in this Section 9.07 to the   
contrary notwithstanding, no assignment shall be permitted hereunder unless     
after such assignment Jones Day and/or Wachtell Lipton is able to issue the     
opinion required pursuant to Section 6.02(d) hereof.                            

 SECTION 9.08.  Governing Law.  This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware    
applicable to contracts executed in and to be performed entirely within that    
State, without regard to the conflicts of laws provisions thereof.              

  SECTION 9.09.  Submission to Jurisdiction; Waivers.  Each of the parties
hereto irrevocably agrees that any legal action or proceeding with respect to   
this Agreement or for recognition and enforcement of any judgment in respect    
hereof brought by the other party hereto or its successors or assigns shall be  
brought and determined only in the United States District Court for the District
of Delaware, or in the event (but only in the event) that such court does not   
have subject matter jurisdiction over such action or proceeding, in the courts  
of the State of Delaware. Each of the parties hereto hereby irrevocably submits 
with regard to any such action or proceeding for itself and in respect of its   
property, generally and unconditionally, to the personal jurisdiction of the    
aforesaid courts. Each of the parties hereto hereby irrevocably waives, and     
agrees not to assert, by way of motion, as a defense, counterclaim or otherwise,
in any action or proceeding with respect to this Agreement, (a) any claim that  
it is not personally subject to the jurisdiction of the above-named courts for  
any reason other than the failure to serve in accordance with this Section 9.09,
(b) that it or its property is exempt or immune from jurisdiction of any such   
court or from any legal process commenced in such courts (whether through       
service of notice, attachment prior to judgment, attachment in aid of execution 
of judgment, execution of judgment or otherwise), and (c) to the fullest extent 
permitted by the applicable law, that (i) the suit, action or proceeding in such
court is brought in an inconvenient forum, (ii) the venue of such suit, action  
or proceeding is improper and (iii) this Agreement, or the subject matter       
hereof, may not be enforced in or by such courts.                               

   SECTION 9.10.  Waiver of Immunity.  DT agrees that, to the extent that it
or any of its Subsidiaries or any of its property or the property of its        
Subsidiaries is or becomes entitled to any immunity on the grounds of           
sovereignty or otherwise based upon its status as an agency or instrumentality  
of the government from any legal action, suit or proceeding or from set-off or  
counterclaim relating to this Agreement from the jurisdiction of any competent  
court, from service of process, from attachment prior to judgment, from         
attachment in aid of execution, from execution pursuant to a judgment or an     
arbitral award or from any other legal process in any jurisdiction, it, for     
itself and its property, and for each of its Subsidiaries and its property,     
expressly, irrevocably and unconditionally waives, and agrees not to plead or   
claim, any such immunity with respect to matters arising with respect to this   
Agreement or the subject matter hereof (including any obligation for the payment
of money). DT agrees that the foregoing waiver is irrevocable and is not subject
to withdrawal in any jurisdiction or under any statute, including the Foreign   
Sovereign Immunities Act, 28 U.S.C. sec. 1602 et seq. The foregoing waiver shall
constitute a present waiver of immunity at any time any action is initiated     
against DT or any of its Subsidiaries with respect to this Agreement or the     
subject matter hereof (including any obligation for the payment of money).      

     SECTION 9.11.  Counterparts.  This Agreement may be executed in one or more
counterparts, and by the different Parties in separate counterparts, each of    
which when executed shall be deemed to be an original, but all of which shall   
constitute one and the same agreement.                                          

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IN WITNESS WHEREOF, the parties have caused this amended and restated 
Agreement to be executed on February 8, 2001 by their respective officers       
thereunto duly authorized.                                                      

                                    VOICESTREAM WIRELESS CORPORATION

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

                       DEUTSCHE TELEKOM AG

                               By: /s/  JEFFREY A. HEDBERG
                                            ------------------------------------
                                    Name: Jeffrey A. Hedberg
                                         Title: Member of the Board of
                                                   Management, International

                               By: /s/   KARL-GERHARD EICK
                                            ------------------------------------
                                       Name: Dr. Karl-Gerhard Eick
                                         Title: Member of the Board of
                                             Management, Finance

              BEGA, INC.

                               By: /s/   KARL-GERHARD EICK
                                            ------------------------------------
                                       Name: Dr. Karl-Gerhard Eick
                           Title: Director

                               By: /s/  JEFFREY A. HEDBERG
                                            ------------------------------------
                                    Name: Jeffrey A. Hedberg
                           Title: Director

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                                                                         ANNEX B
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

AGREEMENT AND PLAN OF MERGER

DATED AS OF AUGUST 26, 2000,

AS AMENDED AND RESTATED AS OF FEBRUARY 8, 2001

AMONG 

DEUTSCHE TELEKOM AG,

POWERTEL, INC.

AND 

BEGA II, INC. 

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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                                                                [Download Table]
                                                                               
                                 ARTICLE 1                                     
                                 THE MERGER                                    
Section 1.01. Appointment of Escrow Agent and Formation of Merger Sub.....  B-1
Section 1.02. The Merger..................................................  B-2
Section 1.03. The Closing.................................................  B-2
Section 1.04. The Merger Exchange.........................................  B-2
Section 1.05. Conversion and Exchange of Shares...........................  B-3
Section 1.06. Surrender and Payment.......................................  B-6
Section 1.07. Permitted Stock Dividend....................................  B-7
Section 1.08. Treatment of Powertel Option Plans..........................  B-7
Section 1.09. Fractional DT Depositary Shares and Fractional DT Ordinary       
                Shares....................................................  B-8
Section 1.10. The Surviving Corporation...................................  B-8
Section 1.11. Lost, Stolen or Destroyed Certificates......................  B-9
Section 1.12. Dissenting Shares...........................................  B-9

                                 ARTICLE 2                                     
                 REPRESENTATIONS AND WARRANTIES OF POWERTEL                    
Section 2.01. Organization................................................  B-9
Section 2.02. Subsidiaries................................................ B-10
Section 2.03. Capital Structure........................................... B-10
Section 2.04. Authority................................................... B-12
Section 2.05. No Conflict; Required Filings and Consents.................. B-12
Section 2.06. SEC Filings; Financial Statements........................... B-13
Section 2.07. Absence of Certain Changes or Events........................ B-13
Section 2.08. Information Provided by Powertel............................ B-13
Section 2.09. Permits; Compliance with Laws............................... B-14
Section 2.10. Tax Matters................................................. B-15
Section 2.11. Liabilities................................................. B-16
Section 2.12. Benefit Plans; Employees and Employment Practices........... B-16
Section 2.13. Litigation.................................................. B-18
Section 2.14. Environmental Matters....................................... B-18
Section 2.15. Section 203 of the Delaware Law............................. B-19
Section 2.16. Intellectual Property....................................... B-19
Section 2.17. Opinion of Financial Advisor................................ B-19
Section 2.18. Brokers..................................................... B-19
Section 2.19. Tax Status.................................................. B-20
Section 2.20. Contracts................................................... B-20
Section 2.21. Vote Required............................................... B-20
Section 2.22. Transactions with Affiliates................................ B-20

                                 ARTICLE 3                                     
                    REPRESENTATIONS AND WARRANTIES OF DT                       
Section 3.01. Organization; Subsidiaries.................................. B-21
Section 3.02. Certificate of Incorporation and Bylaws..................... B-21
Section 3.03. Capital Structure........................................... B-21
Section 3.04. Authority................................................... B-22
Section 3.05. No Conflict; Required Filings and Consents.................. B-22
Section 3.06. SEC Filings; Financial Statements........................... B-23
Section 3.07. Absence of Certain Changes or Events........................ B-23

B-II

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                                                                [Download Table]
                                                                               
Section 3.08. Litigation.................................................. B-24
Section 3.09. No Violation of Law......................................... B-24
Section 3.10. Information Provided by DT.................................. B-24
Section 3.11. Board Action; Vote Required................................. B-24
Section 3.12. Brokers..................................................... B-25
Section 3.13. Tax Matters................................................. B-25
Section 3.14. Ownership of Securities..................................... B-25
Section 3.15. Licenses.................................................... B-25

                                 ARTICLE 4                                     
                   CONDUCT OF BUSINESS PENDING THE MERGER                      
Section 4.01. Conduct of Business by Powertel Pending the Merger.......... B-26
Section 4.02. Conduct of Business by DT................................... B-28
Section 4.03. No Solicitation............................................. B-29
Section 4.04. Subsequent Financial Statements............................. B-30
Section 4.05. Control of Operations....................................... B-30
Section 4.06. Alternative Merger Agreement................................ B-30

                                 ARTICLE 5                                     
                           ADDITIONAL AGREEMENTS                               
Section 5.01. Powertel Proxy Statement; the DT Registration Statement and      
                the German Listing Prospectus............................. B-31
Section 5.02. Powertel Stockholders' Meeting and Consummation of the           
                Merger.................................................... B-31
Section 5.03. Notification of Certain Matters............................. B-32
Section 5.04. Access to Information....................................... B-33
Section 5.05. Public Announcements........................................ B-33
Section 5.06. Cooperation................................................. B-33
Section 5.07. Indemnification, Directors' and Officers' Insurance......... B-35
Section 5.08. Stock Exchange Listings/Establishment of DT Depositary           
                Shares.................................................... B-36
Section 5.09. No Shelf Registration....................................... B-36
Section 5.10. Affiliates.................................................. B-36
Section 5.11. Tax-Free Merger............................................. B-36
Section 5.12. Reasonable Best Efforts..................................... B-36
Section 5.13. Takeover Laws............................................... B-36
Section 5.14. Certain Litigation.......................................... B-36
Section 5.15. Senior Discount Notes and Senior Notes...................... B-36
Section 5.16. Employee Benefits........................................... B-37
Section 5.17. Termination of Agreements with Stockholders................. B-38
Section 5.18. Plans and Programs to be Implemented........................ B-38
Section 5.19. Voting Agreement and Transfer Restrictions.................. B-38
Section 5.20. Powertel Warrants........................................... B-39

                                 ARTICLE 6                                     
                             CLOSING CONDITIONS                                
Section 6.01. Conditions to Each Party's Obligation to Effect the              
                Merger.................................................... B-39
Section 6.02. Conditions to the Obligations of Powertel................... B-40
Section 6.03. Conditions to the Obligations of DT......................... B-41
Section 6.04. Pre-Closing Bringdown....................................... B-42

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                                                        [Enlarge/Download Table]
                                                                                                      
                                            ARTICLE 7                                                 
                                TERMINATION, AMENDMENT AND WAIVER                                     
Section 7.01. Termination........................................................................ B-42
Section 7.02. Automatic Termination.............................................................. B-43
Section 7.03. Effect of Termination.............................................................. B-43
Section 7.04. Amendment.......................................................................... B-44
Section 7.05. Waiver............................................................................. B-44

                                            ARTICLE 8                                                 
                                           DEFINITIONS                                                
Section 8.01. Certain Definitions................................................................ B-44
Section 8.02. Date of this Agreement; No Waiver.................................................. B-48

                                            ARTICLE 9                                                 
                                        GENERAL PROVISIONS                                            
Section 9.01. Non-Survival of Representations, Warranties and Agreements......................... B-49
Section 9.02. Notices............................................................................ B-49
Section 9.03. Expenses........................................................................... B-50
Section 9.04. Headings........................................................................... B-50
Section 9.05. Severability....................................................................... B-51
Section 9.06. Entire Agreement; No Third-Party Beneficiaries..................................... B-51
Section 9.07. Assignment......................................................................... B-51
Section 9.08. Governing Law...................................................................... B-51
Section 9.09. Enforcement; Submission to Jurisdiction; Waivers................................... B-51
Section 9.10. Waiver of Immunity................................................................. B-52
Section 9.11. Counterparts....................................................................... B-52
Section 9.12. Reliance on Representations........................................................ B-52

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INDEX OF DEFINED TERMS

                                                                [Download Table]
                                            
                     1                      
1991 Plan.............................  B-13
                     2                      
2000 Plan.............................  B-13
                     A                      
Action................................  B-56
Adjusted Fully Diluted Shares.........   B-6
Adjusted Series A and B Preferred           
  Exchange Ratio......................   B-4
Adjusted Series D Preferred Exchange        
  Ratio...............................   B-4
Adjusted Series E and F Preferred           
  Exchange Ratio......................   B-5
Affiliate.............................  B-56
Agreement.............................  B-56
Alternative Merger....................   B-1
Alternative Merger Agreement..........   B-1
Alternative Transaction...............  B-37
April 1996 Indenture..................  B-56
                     B                      
Bringdown Date........................  B-53
Business Day..........................  B-56
                     C                      
Certificate...........................   B-3
Certificate of Merger.................   B-2
Closing...............................   B-3
Closing Date..........................   B-3
Code..................................  B-56
Commercial Register...................   B-3
Common Stock Exchange Ratio...........   B-4
Communications Act....................  B-56
Confidentiality Agreement.............  B-37
Control...............................  B-56
controlled by.........................  B-56
                     D                      
D&O Insurance.........................  B-44
Delaware Law..........................  B-56
Deposit Agreement.....................   B-5
Depositary............................   B-5
DiGiPH Transaction....................  B-56
Dissenting Shares.....................  B-11
Dissenting Stockholders Trust.........  B-11
DT....................................   B-1
DT ADRs...............................   B-5
DT Depositary Shares..................   B-5
DT Equity Rights......................  B-27
DT Filed SEC Documents................  B-30
DT Financial Statements...............  B-29
DT Licenses...........................  B-32
DT Ordinary Shares....................   B-3
DT Permits............................  B-26
DT Registration Statement.............  B-57
DT Required Approvals.................  B-29
DT SEC Documents......................  B-29
DT Subsidiary.........................  B-61
                     E                      
Effective Time........................   B-2
Eliska................................   B-7
Eliska Joint Venture..................  B-57
Eliska Partners.......................  B-57
Eliska Partners Shares Trust..........   B-7
Eliska Partners Shares Trust                
  Amount.........................  1.05(i)-1
Eliska Partners Shares Trustee...  1.05(i)-1
Eliska Partners Trust Agreement..  1.05(i)-1
Eliska Put............................   B-7
Eliska Put Rights.....................   B-7
Environmental Laws....................  B-57
ERISA.................................  B-57
ERISA Affiliate.......................  B-57
ERISA Benefit Plan....................  B-57
Escrow Agency Agreement...............   B-2
Escrow Agent..........................   B-2
Excess ADSs...........................  B-10
Excess Shares.........................  B-10
Exchange Act..........................  B-57
Excluded Powertel Share...............   B-4
Exon-Florio...........................  B-57
                     F                      
FAA...................................  B-57
FCC...................................  B-58
February 1996 Indenture...............  B-58
Final Order...........................  B-58
Form F-4..............................  B-38
Fractional Interest...................  B-10
FSE...................................  B-10
                     G                      
GAAP..................................  B-58
German Act............................   B-3
German Listing Prospectus.............  B-58
Governmental or Regulatory                  
  Authority...........................  B-58
                     H                      
Hazardous Substances..................  B-58
HSR Act...............................  B-58

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                                                                [Download Table]
                                            
                     I                      
Indebtedness..........................  B-58
Indemnified Person....................  B-44
Intellectual Property Rights..........  B-58
Investment Entity.....................  B-59
Investment Interest...................  B-59
                     J                      
June 1997 Indenture...................  B-59
                     K                      
Knowledge.............................  B-59
                     L                      
Legal Requirements....................  B-18
Letter of Transmittal.................   B-7
Liabilities...........................  B-59
Liens.................................  B-59
                     M                      
Material Adverse Effect...............  B-59
Maximum Share Amount..................   B-6
Merger................................   B-2
Merger Consideration Recipients.......   B-3
Merger Consideration..................   B-5
Merger Sub............................   B-1
Merger Sub Common Stock...............   B-2
                     N                      
Nasdaq................................   B-8
Nonemployee Option Plan...............  B-13
Notes.................................  B-46
NYSE..................................  B-10
                     O                      
Options Trust.........................   B-9
Options Trust Agreement..........  1.08(a)-1
Options Trustee..................  1.08(a)-1
Ordinary Share Election...............   B-5
                     P                      
Parties...............................   B-1
Party.................................   B-1
Permitted Stock Dividend..............   B-9
Person................................  B-59
Powertel..............................   B-1
Powertel Acquisition Agreement........  B-40
Powertel Benefit Plans................  B-59
Powertel Common Stock.................   B-4
Powertel Common Stock Equivalents.....  B-14
Powertel Contracts....................  B-25
Powertel Employee.....................  B-60
Powertel Equity Rights................  B-14
Powertel FCC Licenses.................  B-18
Powertel Filed SEC Documents..........  B-16
Powertel Financial Advisor............  B-24
Powertel Indentures...................  B-46
Powertel Option Amount................   B-9
Powertel Permits......................  B-18
Powertel Preferred Stock..............  B-13
Powertel Principal Stockholders.......  B-60
Powertel Proxy Statement..............  B-17
Powertel Required Approvals...........  B-16
Powertel Restricted Stock Award.......  B-60
Powertel Rollover Option..............   B-9
Powertel SEC Documents................  B-16
Powertel Stock........................  B-13
Powertel Stock Option Plans...........  B-13
Powertel Stock Options................  B-13
Powertel Stock Rights.................  B-14
Powertel Stock Trust..................  B-10
Powertel Stockholder Agreements.......   B-1
Powertel Stockholder Approval.........  B-15
Powertel Stockholders' Meeting........  B-40
Powertel Subsidiaries.................  B-12
Powertel Subsidiary...................  B-61
Powertel Warrant Agreement............   B-6
Powertel Warrants.....................   B-6
                     R                      
Required Regulatory Approvals.........  B-29
Restated By-laws of Powertel..........  B-60
Restated Certificate of Incorporation       
  of Powertel.........................  B-60
Restricted Stock Plan.................  B-13
                     S                      
Securities Act........................  B-60
Senior Discount Notes.................  B-60
Senior Notes..........................  B-60
Series A and B Preferred Exchange           
  Ratio...............................   B-4
Series A Preferred Shares.............  B-13
Series B Preferred Shares.............  B-13
Series C Preferred Shares.............  B-13
Series D Preferred Exchange Ratio.....   B-4
Series D Preferred Shares.............  B-13
Series E and F Preferred Exchange           
  Ratio...............................   B-4
Series E Preferred Shares.............  B-13
Series F Preferred Shares.............  B-13
Significant Employee..................  B-60
Significant Subsidiary................  B-60
Sonera Put............................   B-7
Subsequent Determination..............  B-40
Subsequent Transaction................  B-60
Subsidiary............................  B-61
Superior Proposal.....................  B-40

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                                                                [Download Table]
                                            
Surviving Corporation.................   B-2
Surviving Corporation Common Stock....   B-5
                     T                      
Tax...................................  B-61
Tax Returns...........................  B-61
Taxes.................................  B-61
Termination Date......................  B-53
Termination Fee.......................  B-55
Third Party...........................  B-37
                     U                      
under common control with.............  B-56
                     V                      
VoiceStream...........................   B-1
VoiceStream Merger....................   B-1
VoiceStream Merger Agreement..........   B-1
VoiceStream Stockholder Agreements....  B-61
                     W                      
Warrants Trust........................   B-6
Warrants Trust Agreement.........  1.05(h)-1
Warrants Trust Amount............  1.05(h)-1
Warrants Trustee.................  1.05(h)-1

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AGREEMENT AND PLAN OF MERGER

    This AGREEMENT AND PLAN OF MERGER, dated as of August 26, 2000, as amended
and restated as of February 8, 2001, among DEUTSCHE TELEKOM AG, an              
AKTIENGESELLSCHAFT organized and existing under the laws of the Federal Republic
of Germany ("DT"), POWERTEL, INC., a Delaware corporation ("POWERTEL") and BEGA 
II, INC., a Delaware corporation formed by DT ("MERGER SUB") (each a "PARTY"    
and, together, the "PARTIES").                                                  

WITNESSETH: 

WHEREAS, VoiceStream Wireless Corporation, a Delaware corporation     
("VOICESTREAM"), and DT entered into an Agreement and Plan of Merger dated as of
July 23, 2000 (as amended or modified from time to time, the "VOICESTREAM MERGER
AGREEMENT"), providing for the acquisition of VoiceStream by DT (the            
"VOICESTREAM MERGER") and VoiceStream and Powertel are entering into a separate 
merger agreement dated as of the date hereof (as amended or modified from time  
to time (the "ALTERNATIVE MERGER AGREEMENT"), providing for the acquisition of  
Powertel by VoiceStream (the "ALTERNATIVE MERGER") if the VoiceStream Merger    
Agreement is terminated and certain other conditions are satisfied or waived;   

WHEREAS, the Management Board (VORSTAND) and the Supervisory Board    
(AUFSICHTSRAT) of DT and the Board of Directors of Powertel have determined that
it is fair to and in the best interests of their respective companies and       
stockholders to consummate the strategic combination transaction provided for in
this Agreement and the other transactions contemplated hereby in accordance with
the laws of their respective jurisdictions of organization and have authorized  
the execution and delivery of this Agreement;                                   

 WHEREAS, the Board of Directors of Merger Sub has determined that it is
advisable and in the best interests of Merger Sub and its stockholder to        
consummate the strategic combination transaction provided for in this Agreement 
and has authorized the execution and delivery of this Agreement, and DT, as     
Merger Sub's sole current stockholder, has approved and adopted this Agreement; 

   WHEREAS, simultaneously with the execution and delivery of this Agreement
and the Alternative Merger Agreement, as part of a single overall transaction,  
and to induce DT to enter into this Agreement, certain stockholders of Powertel 
are each entering into a stockholder agreement (collectively, the "POWERTEL     
STOCKHOLDER AGREEMENTS") with DT dated as of the date hereof;                   

   WHEREAS, for United States federal income tax purposes the parties intend
that the Merger (as defined below) will qualify (i) as a reorganization within  
the meaning of Section 368(a) of the Code (as defined below) and (ii) for an    
exception to the general rule of Section 367(a)(1) of the Code; and             

WHEREAS, DT and Powertel desire to make certain representations,      
warranties, covenants and agreements in connection with the transactions        
contemplated by this Agreement.                                                 

NOW, THEREFORE, in consideration of the foregoing and the mutual      
representations, warranties, covenants and agreements herein contained, and     
intending to be legally bound hereby, DT, Powertel and Merger Sub hereby agree  
as follows:                                                                     

ARTICLE 1 

THE MERGER

SECTION 1.01.  Appointment of Escrow Agent and Formation of Merger    
Sub.  (a) Merger Sub is a corporation incorporated pursuant to Delaware Law and 
is a constituent company in the Merger. Except as provided in, or contemplated  
by, the last sentence of Section 1.01(b), DT owns 100 percent of the outstanding
capital stock of Merger Sub.                                                    

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     (b) As soon as practicable after the date hereof, DT shall appoint a United
States bank or trust company or other independent financial institution in the  
United States reasonably satisfactory to Powertel to act, inter alia, as escrow 
agent and exchange agent for the Merger and the delivery of the Merger          
Consideration (as defined below) to former stockholders of Powertel and the     
other Merger Consideration Recipients (as defined below) (the "ESCROW AGENT").  
DT and Powertel shall enter into an escrow agency agreement with the Escrow     
Agent, in substantially the same form as the Escrow Agency Agreement to be      
entered into in connection with the VoiceStream Merger Agreement but with such  
changes as may be appropriate (the "ESCROW AGENCY AGREEMENT"), which agreement  
shall set forth the duties, responsibilities and obligations of the Escrow Agent
consistent with the terms of this Agreement. Solely to accommodate the          
transactions described in this Article 1 and subject to the terms and conditions
of the Escrow Agency Agreement, one day prior to the Effective Time DT shall    
cause the Escrow Agent to be registered, as DT's fiduciary (for the period prior
to the Effective Time) as the record holder of all of the issued and outstanding
shares of common stock, par value $.000001 per share, of Merger Sub (the "MERGER
SUB COMMON STOCK").                                                             

SECTION 1.02.  The Merger.  (a) Upon the terms and subject to the     
conditions of this Agreement and in accordance with Delaware Law, on the Closing
Date (as defined below), Powertel will cause a certificate of merger (the       
"CERTIFICATE OF MERGER") to be executed and filed with the Secretary of State of
the State of Delaware and make all other filings or recordings required by      
applicable law in connection with the Merger. The Merger shall become effective 
at such time as the Certificate of Merger is duly filed with the Secretary of   
State of the State of Delaware or at such later time as is specified in the     
Certificate of Merger in accordance with Delaware Law (the "EFFECTIVE TIME").   

(b) Upon the terms and subject to the conditions set forth in this    
Agreement, at the Effective Time, Merger Sub shall be merged with and into      
Powertel in accordance with Delaware Law (the "MERGER"), whereupon the separate 
existence of Merger Sub shall cease, Powertel shall be the surviving corporation
in the Merger (the "SURVIVING CORPORATION") and shall continue to be governed by
the laws of the State of Delaware, and the separate corporate existence of      
Powertel, with all its rights, privileges, immunities, powers and franchises,   
shall continue unaffected by the Merger except as set forth in this Article 1.  
The Merger shall have the effects specified in Delaware Law.                    

 SECTION 1.03.  The Closing.  On the later of (i) the fifth Business Day
after the last to be fulfilled or waived of the conditions set forth in Article 
6 hereof (other than the conditions contained in Sections 6.02(c), 6.02(d),     
6.02(e), 6.03(c), 6.03(d) and 6.03(e) so long as it is reasonably apparent that 
such conditions and the condition contained in Section 6.01(b) will be able to  
be satisfied at the Closing) shall be fulfilled or waived in accordance with    
this Agreement, and (ii) May 31, 2001, the closing of the Merger (the "CLOSING")
shall be held (but only after all of the conditions set forth in Article 6 shall
have been satisfied or waived prior to the Effective Time) at such time as DT   
and Powertel shall agree (the "CLOSING DATE") at the offices of Cleary,         
Gottlieb, Steen & Hamilton, New York, New York, unless this Agreement shall have
been terminated and the transactions contemplated by this Agreement abandoned   
pursuant to Article 7 or unless another date, time or place is agreed to in     
writing by DT and Powertel.                                                     

SECTION 1.04.  The Merger Exchange.                                   

    (a) Upon the terms and subject to the conditions of this Agreement and the
Escrow Agency Agreement, as soon as possible after the Effective Time, (x) on   
the Closing Date, the Escrow Agent shall contribute, for the account of the     
former stockholders of Powertel, all of the issued and outstanding shares of the
Surviving Corporation Common Stock (as defined below) to DT as a transfer in    
kind, and (y) DT shall deliver the Merger Consideration to the Escrow Agent for 
the account of (i) the former stockholders of Powertel, (ii) the Options Trustee
(as defined in Annex 1.08(a)), (iii) the Warrants Trustee (as defined in Annex  
1.05(h)), (iv) the Eliska Partners Shares Trustee (as defined in Annex 1.05(i)) 
and (v) the Dissenting Stockholders Trustee (as defined in Annex 1.12 below)    
(collectively, the "MERGER CONSIDERATION RECIPIENTS"). DT and the Escrow Agent  
shall effect the foregoing in accordance with Sections 183 et seq. and 203 et   
seq. of the German Stock Corporation Act (AKTIENGESETZ) (the "GERMAN ACT") by   
registering the increase of the DT stated share capital with the commercial     
register                                                                        

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(HANDELSREGISTER) for DT (the "COMMERCIAL REGISTER") as soon as possible after  
the Effective Time. In the event that, in connection with the performance of    
DT's obligations in this Section 1.04(a), on or prior to the Closing Date the   
Management Board of DT passes a resolution to increase the issued capital of DT 
in accordance with Article 5(2) of the Articles of Association of DT by such    
number of shares as is equal to the number of shares to be delivered as part of 
the Merger Consideration, and the Supervisory Board shall have consented        
thereto, then (i) the Escrow Agent shall promptly subscribe for such new        
ordinary shares of DT ("DT ORDINARY SHARES") to be issued as part of the Merger 
Consideration and shall promptly on the Closing Date make the contribution to DT
referred to in the first sentence of this Section 1.04(a) and (ii) the          
Management Board and the chairman of the Supervisory Board shall as soon as     
possible thereafter file the application for registration of the implementation 
of the capital increase with the Commercial Register, with the effect that, on  
registration of the capital increase in the Commercial Register, such new DT    
Ordinary Shares shall by operation of law be held solely by the Escrow Agent for
delivery to and for the benefit of the Merger Consideration Recipients. At the  
Effective Time, the obligations of DT and the Escrow Agent under this Section   
1.04(a) shall be unconditional.                                                 

(b) Each share certificate (a "CERTIFICATE") formerly representing any
Powertel Stock (as defined below) (other than Excluded Powertel Shares (as      
defined below) and Dissenting Shares (as defined below)) shall thereafter       
represent only the right to receive the Merger Consideration as set forth in    
Section 1.05(b) and the right, if any, to receive pursuant to Section 1.09 cash 
in lieu of fractional DT Depositary Shares (as defined below) or fractional DT  
Ordinary Shares, as applicable, and any dividend or distribution pursuant to    
Section 1.06(f), in each case, without interest. The DT Ordinary Shares and the 
DT Depositary Shares issued as provided in Section 1.05 shall be of the same    
class and shall have the same rights as the currently outstanding DT Ordinary   
Shares and the currently outstanding DT Depositary Shares, respectively.        

   SECTION 1.05.  Conversion and Exchange of Shares.  At the Effective Time:

(a) Each share of common stock, par value $0.01 per share, of Powertel
("POWERTEL COMMON STOCK") and Powertel Preferred Stock (as defined below) owned 
by DT or Powertel immediately prior to the Effective Time (each, an "EXCLUDED   
POWERTEL SHARE") shall, by virtue of the Merger, and without any action on the  
part of the holder thereof, no longer be outstanding, be cancelled and retired  
without payment of any consideration therefor and shall cease to exist.         

(b) By virtue of the Merger and without any action on the part of the 
holder thereof (in each of the following cases other than Excluded Powertel     
Shares) and subject to the further provisions of this Section 1.05:             

  (i) each share of Powertel Common Stock issued and outstanding
   immediately prior to the Effective Time shall be converted into the right
    to receive 2.6353 validly issued, fully paid and nonassessable DT Ordinary
Shares (the "COMMON STOCK EXCHANGE RATIO");                           

     (ii) each share of Powertel Series A Preferred Shares (as defined
     below) and Powertel Series B Preferred Shares (as defined below) issued and
     outstanding immediately prior to the Effective Time shall be converted into
    the right to receive 121.9294 validly issued, fully paid and nonassessable
DT Ordinary Shares (the "SERIES A AND B PREFERRED EXCHANGE RATIO"),   
provided, that if the Permitted Stock Dividend (as defined below) is  
     declared and paid prior to the Effective Time, the Series A and B Preferred
  Exchange Ratio shall be 122.8439 (the "ADJUSTED SERIES A AND B PREFERRED
EXCHANGE RATIO");                                                     

      (iii) each share of Powertel Series D Preferred Shares (as defined
     below) issued and outstanding immediately prior to the Effective Time shall
   be converted into the right to receive 93.0106 validly issued, fully paid
and nonassessable DT Ordinary Shares (the "SERIES D PREFERRED EXCHANGE
 RATIO"), provided, that if the Permitted Stock Dividend is declared and
 paid prior to the Effective Time, the Series D Preferred Exchange Ratio
  shall be 93.7082 (the "ADJUSTED SERIES D PREFERRED EXCHANGE RATIO"); and

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     (iv) each share of Powertel Series E Preferred Shares (as defined
     below) and Powertel Series F Preferred Shares (as defined below) issued and
   outstanding prior to the Effective Time shall be converted into the right
  to receive (A) 179.5979 validly issued, fully paid and non-assessable DT
     Ordinary Shares (the "SERIES E AND F PREFERRED EXCHANGE RATIO"), plus (B) a
   number of validly issued, fully paid and nonassessable DT Ordinary Shares
equal to the product of the number of shares of Powertel Common Stock 
representing accrued or declared but unpaid dividends on such Powertel
   Series E Preferred Share or Powertel Series F Preferred Share (calculated
   as if the Closing Date were a dividend payment date), as the case may be,
    and the Common Stock Exchange Ratio, provided, that if the Permitted Stock
     Dividend is declared and paid prior to the Effective Time, the Series E and
    F Preferred Exchange Ratio shall be 180.9449 (the "ADJUSTED SERIES E AND F
PREFERRED EXCHANGE RATIO").                                           

The consideration payable pursuant to this paragraph (b) is referred to herein  
as the "MERGER CONSIDERATION."                                                  

(c) Any DT Ordinary Shares constituting a portion of the Merger       
Consideration shall be delivered to the holders of Powertel Stock in the form of
American depositary shares, each representing the right to receive one DT       
Ordinary Share (the "DT DEPOSITARY SHARES"). The DT Depositary Shares may be    
evidenced by one or more receipts ("DT ADRs") issued in accordance with the     
Deposit Agreement, dated as of November 18, 1996, as amended, among DT, Citibank
N.A., as Depositary (the "DEPOSITARY"), and the holders and beneficial owners   
from time to time of DT ADRs, as it may be further amended from time to time    
(the "DEPOSIT AGREEMENT"). Notwithstanding the foregoing, each Person who is    
entitled to receive DT Ordinary Shares as Merger Consideration shall be         
entitled, with respect to all or any portion of his Powertel Stock, to make an  
unconditional and irrevocable election (the "ORDINARY SHARE ELECTION") to       
receive DT Ordinary Shares in lieu of DT Depositary Shares. The Letter of       
Transmittal (as defined below) shall contain a form of Ordinary Share Election  
and shall be used by each holder of Powertel Stock who wishes to make an        
Ordinary Share Election.                                                        

(d) Each share of Merger Sub Common Stock issued and outstanding      
immediately prior to the Effective Time shall, by virtue of the Merger, and     
without any action on the part of the holder thereof, no longer be outstanding, 
be cancelled and retired. Immediately following the Effective Time, the         
Surviving Corporation shall issue to the Escrow Agent a number of shares of     
common stock, par value $0.000001 per share, of the Surviving Corporation       
("SURVIVING CORPORATION COMMON STOCK") equal to the total number of Adjusted    
Fully Diluted Shares (as defined below) outstanding immediately prior to the    
Merger.                                                                         

(e) In consideration of the contribution to DT by the Escrow Agent of 
Surviving Corporation Common Stock pursuant to Section 1.04(a) hereof, DT shall 
issue, in accordance with Section 1.04(a), and deliver to the Escrow Agent, the 
maximum number of DT Ordinary Shares (including DT Ordinary Shares underlying DT
Depositary Shares that are to be delivered as part of the Merger Consideration) 
that has become payable pursuant to Section 1.05 for delivery to the Merger     
Consideration Recipients entitled thereto.                                      

   (f) If, between the date of this Agreement and the Effective Time, all of
the outstanding DT Ordinary Shares, or more than 80% of the outstanding DT      
Ordinary Shares pursuant to an exchange offer for all outstanding shares, shall 
have been changed into or exchanged for a different number of shares or kind of 
shares of DT or another corporation or entity owning more than 80% of the DT    
Ordinary Shares, or the DT Ordinary Shares outstanding shall have changed, by   
reason of any reclassification, split-up, stock-split, reverse stock-split,     
stock dividend, stock combination, recapitalization or redenomination of share  
capital, merger or similar statutory procedure or pursuant to an exchange offer,
or DT changes the number of DT Ordinary Shares represented by a DT Depositary   
Share, then the Common Stock Exchange Ratio, the Series A and B Preferred       
Exchange Ratio, the Series D Preferred Exchange Ratio, the Series E and F       
Preferred Exchange Ratio and the amount of any portion of the Merger            
Consideration that would otherwise be payable in DT Ordinary Shares and the     
issuer thereof and other definitions and provisions of this Agreement dependent 
thereon shall be appropriately adjusted.                                        

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 (g) In the event that the aggregate number of shares of Powertel Common
Stock and the Powertel Common Stock Equivalents (as defined below) ("ADJUSTED   
FULLY DILUTED SHARES") exceeds the Maximum Share Amount (as defined below) as of
the Effective Time, excluding, for purposes of this Section 1.05(g), Powertel   
Common Stock issuable after the date hereof and prior to the Effective Time in  
respect of dividends accrued on the Series E Preferred Shares and the Series F  
Preferred Shares, each of the Common Stock Exchange Ratio, the Series A and B   
Preferred Exchange Ratio, the Series D Preferred Exchange Ratio, the Series E   
and F Preferred Exchange Ratio, the Adjusted Series A and B Preferred Exchange  
Ratio, the Adjusted Series D Preferred Exchange Ratio and the Adjusted Series E 
and F Preferred Exchange Ratio shall be adjusted by multiplying each of the     
Common Stock Exchange Ratio, the Series A and B Preferred Exchange Ratio or the 
Adjusted Series A and B Preferred Exchange Ratio, as applicable, the Series D   
Preferred Exchange Ratio or the Adjusted Series D Preferred Exchange Ratio, as  
applicable, and the Series E and F Preferred Exchange Ratio or the Adjusted     
Series E and F Preferred Exchange Ratio, as applicable, by a fraction the       
numerator of which shall be the Maximum Share Amount and the denominator of     
which shall be the number of Adjusted Fully Diluted Shares as of the Effective  
Time. Except as described in the preceding sentence, the number of shares of    
Powertel Common Stock and Powertel Common Stock Equivalents for the purpose of  
such recalculation shall be determined in the same manner as described in       
SCHEDULE 2.03, including the shares of Powertel Stock actually outstanding and  
shares of Powertel Stock issuable (i) in exchange for Powertel Preferred Stock, 
(ii) pursuant to Powertel Stock Options (as defined below) and Powertel Warrants
(as defined below), (iii) pursuant to Powertel Restricted Stock Awards (as      
defined below), (iv) in connection with the Eliska Put Rights (as defined below)
and (v) any other Powertel Common Stock and Powertel Common Stock Equivalents   
outstanding as of the Effective Time. For purposes of this Section 1.05(g), the 
"MAXIMUM SHARE AMOUNT" means 55,742,000 shares; provided, however, that if the  
Permitted Stock Dividend is paid prior to the Effective Time, the Maximum Share 
Amount shall mean instead 56,160,000 shares; provided further, however, that if 
prior to the Effective Time the Eliska Put (as defined below) or the Sonera Put 
(as defined below) shall have been terminated, the Maximum Share Amount shall be
appropriately reduced.                                                          

  (h) Warrants.  If all the warrants (the "POWERTEL WARRANTS") to purchase
Powertel Common Stock issued by Powertel pursuant to the Warrant Agreement (the 
"POWERTEL WARRANT AGREEMENT") dated February 7, 1996 between Powertel and       
Bankers Trust Company, as warrant agent, shall not have been exercised prior to 
the Effective Time and any holder of such Powertel Warrants becomes entitled to 
DT Ordinary Shares after the Effective Time, such DT Ordinary Shares to which   
such holder of Powertel Warrants is entitled will be issued from a U.S. trust,  
as described in Annex 1.05(h) (which shall be in form and substance reasonably  
satisfactory to DT and Powertel, the "WARRANTS TRUST"), and to the extent any   
holder of Powertel Warrants becomes entitled to cash payment after the Effective
Time, such cash payment to which such holder of Powertel Warrants is entitled   
will be paid by DT.                                                             

(i) Eliska Partners.                                                  

         (i) To the extent that prior to the Effective Time, any of the Eliska
  Partners receives Powertel Common Stock in respect of its rights to sell
    its interest in the Eliska Joint Venture pursuant to (x) the Put Agreement
  dated May 30, 2000 between Powertel and Sonera Holding B.V. (the "SONERA
    PUT") or (y) the Put Agreement dated May 30, 2000 between Powertel, Eliska
    Wireless Investors I, L.P. ("ELISKA") and Sonera Holding B.V. (the "ELISKA
PUT," and together with the Sonera Put, the "ELISKA PUT RIGHTS"), such
Eliska Partner shall have all the rights with respect to such Powertel
Common Stock which a Powertel stockholder has.                        

       (ii) To the extent that any of the Eliska Partners does not receive
    Powertel Common Stock prior to the Effective Time in respect of its Eliska
  Put Rights, such Eliska Partner shall be entitled to receive DT Ordinary
  Shares, DT Depositary Shares or cash as the case may be, pursuant to the
   Eliska Put Rights. To the extent that, on or after the Effective Time, an
Eliska Partner is entitled to DT Ordinary Shares, such shares will be 
    delivered from a U.S. trust, as described in Annex 1.05(i) (which shall be
in form and substance reasonably satisfactory to DT and Powertel, the 
    "ELISKA PARTNERS SHARES TRUST") and to the extent that such Eliska Partner
is entitled to cash, such cash shall                                  
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   be paid by DT. The consideration payable to an Eliska Partner pursuant to
    this clause (ii) shall not constitute Merger Consideration for the purpose
of this Agreement.                                                    

       (iii) Prior to the date hereof Powertel, DT and the Eliska Partners
   have entered into an agreement pursuant to which the Eliska Partners have
consented to the assumption by DT of Powertel's obligations under the 
Eliska Put Rights and the treatment of the Eliska Put Rights as       
contemplated by this Agreement.                                       

 SECTION 1.06.  Surrender and Payment.  (a) Promptly after the Effective
Time, DT shall cause the Surviving Corporation to send, or will cause the Escrow
Agent to send, to each holder of record as of the Effective Time of Powertel    
Stock (other than holders of Excluded Powertel Shares) a letter of transmittal  
which shall specify that the delivery of Certificates shall be effected, and    
risk of loss and title shall pass, only upon proper delivery of a Certificate to
the Escrow Agent, and instructions for use in effecting the surrender to the    
Escrow Agent of Certificates in exchange for the Merger Consideration (the      
"LETTER OF TRANSMITTAL"). The Letter of Transmittal shall contain such other    
terms and conditions as DT and Powertel may reasonably specify.                 

    (b) Each record holder of any Powertel Stock (other than Excluded Powertel
Shares) shall, upon surrender to the Escrow Agent of a Certificate or           
Certificates representing such shares of Powertel Stock, together with a        
properly completed Letter of Transmittal covering the Powertel Stock represented
by such Certificate or Certificates, without further action, be entitled to     
receive, and the Escrow Agent shall deliver (and DT shall cause the Escrow Agent
to deliver) to each such holder, subject to Section 1.06(e) below, (i) the      
number of whole DT Depositary Shares or DT Ordinary Shares included in the      
Merger Consideration in respect of such Powertel Stock, subject to the          
provisions of Section 1.05, and (ii) a check in the amount (after giving effect 
to any required tax withholdings) of (A) any cash in lieu of Fractional         
Interests (as defined below) to be paid pursuant to Section 1.09, plus (B) any  
cash dividends or other distributions that such holder has the right to receive 
pursuant to Section 1.06(f). Until so surrendered, each such Certificate shall, 
after the Effective Time, represent for all purposes only the right to receive  
the number of whole DT Depositary Shares or DT Ordinary Shares, as applicable,  
to which it is entitled pursuant to Section 1.05 and the applicable amounts of  
cash provided in the foregoing clause (ii) of the preceding sentence.           

   (c) If any DT Depositary Shares or DT Ordinary Shares are to be delivered
to a Person other than the registered holder of the Powertel Stock represented  
by a Certificate or Certificates surrendered with respect thereto, it shall be a
condition to such issuance that the Certificate or Certificates so surrendered  
shall be properly endorsed or otherwise be in proper form for transfer and that 
the Person requesting such delivery shall pay to the Escrow Agent any transfer  
or other taxes required as a result of such delivery to a Person other than the 
registered holder of such Powertel Stock or establish to the satisfaction of the
Escrow Agent that such tax has been paid or is not payable.                     

     (d) The stock transfer books of Powertel shall be closed after the close of
trading on the National Market System (the "NASDAQ") on the trading day         
immediately prior to the Effective Time, and thereafter there shall be no       
further registration of transfers of Powertel Common Stock that were outstanding
prior to the Effective Time except that such stock transfer books shall be      
updated to reflect the Permitted Stock Dividend, if paid after such books are   
otherwise closed. After the Effective Time, Certificates presented to the       
Surviving Corporation for transfer shall be cancelled and exchanged for the     
consideration provided for, and in accordance with the procedures set forth, in 
this Article 1.                                                                 

(e) Any DT Ordinary Shares issued and delivered in respect of Powertel
Stock pursuant to this Article 1 and any cash in lieu of Fractional Interests to
be paid pursuant to Section 1.09, plus any cash dividend or other distribution  
that such holder has the right to receive pursuant to Section 1.06(f) that      
remains unclaimed by any holder of Powertel Stock six months after the Effective
Time, shall be held by the Escrow Agent (or a successor agent appointed by DT)  
or shall be delivered to the Depositary upon the instruction of DT and held by  
the Depositary, in either case subject to the instruction of DT, in an account  
or accounts designated for such purpose. None of DT, Merger Sub, Powertel, the  
Surviving Corporation or the Exchange Agent shall be liable to any holder of    
Powertel Stock for any securities                                               

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delivered or any amount paid by the Depositary, the Escrow Agent or its nominee,
as the case may be, to a public official which it is so required to pay under   
applicable abandoned property laws. Any cash remaining unclaimed by holders of  
Powertel Stock five years after the Effective Time (or such earlier date        
immediately prior to such time as such cash would otherwise escheat to or become
property of any Governmental or Regulatory Authority or as is otherwise provided
by any applicable Legal Requirement (as defined below)) shall, to the extent    
permitted by applicable Legal Requirements, become the property of the Surviving
Corporation or DT, as DT may determine.                                         

    (f) No dividends or other distributions nor any voting rights with respect
to securities of DT issuable to the Escrow Agent with respect to Powertel Stock 
shall be paid to or exercised by the holder of any unsurrendered Certificates   
until such Certificates are surrendered as provided in this Section. Subject to 
the effect of applicable Legal Requirements, upon such surrender, there shall be
issued and/or paid to the holder of DT Depositary Shares or DT Ordinary Shares  
issued in exchange therefor, without interest and after giving effect to any    
required tax withholding, (A) at the time of such surrender, the dividends or   
other distributions payable with respect to such DT Depositary Shares or DT     
Ordinary Shares with a record date after the Effective Time and a payment date  
on or prior to the date of such surrender and not previously paid and (B) at the
appropriate payment date, the dividends or other distributions payable with     
respect to such DT Depositary Shares or DT Ordinary Shares with a record date   
after the Effective Time but with a payment date subsequent to such surrender.  
For purposes of dividends or other distributions in respect of DT Depositary    
Shares or DT Ordinary Shares, all DT Depositary Shares and DT Ordinary Shares to
be issued pursuant to the Merger shall be deemed issued and outstanding as of   
the Effective Time. Notwithstanding the foregoing, no dividends or other        
distributions nor any voting rights with respect to securities of DT issuable to
the Escrow Agent for the account of the Options Trustee, the Warrants Trustee,  
the Eliska Partners Shares Trustee and the Dissenting Stockholders Trustee shall
be paid to or exercised by any such trustees.                                   

     SECTION 1.07.  Permitted Stock Dividend.  Anything in this Agreement to the
contrary notwithstanding, at any time prior to the Effective Time, Powertel may 
declare, and thereafter make, a pro rata distribution, including distribution of
fractional shares, to the holders of the then outstanding Powertel Common Stock 
of 0.0075 of a share of Powertel Common Stock for each share of Powertel Common 
Stock outstanding on the record date for such action (the "PERMITTED STOCK      
DIVIDEND"), and the conversion or exercise terms of any Powertel Equity Rights  
(as defined below) that by its terms (as in effect on February 8, 2001 in the   
case of Powertel Equity Rights outstanding on February 8, 2001), adjusts as a   
result of such Permitted Stock Dividend (whether automatically, or upon the     
taking of any corporate action or action by the board of directors of Powertel  
or of any subsidiary of Powertel) shall be so adjusted. In the event that a     
Permitted Stock Dividend is paid, the exchange ratios for the exchange of       
Powertel preferred stock for DT Ordinary Shares will be adjusted as provided in 
Section 1.05(b)(ii)-(iv) above.                                                 

SECTION 1.08.  Treatment of Powertel Option Plans.  (a) Subject to the
consummation of the Merger, immediately prior to the Effective Time, each       
outstanding Powertel Stock Option will be converted (and such Powertel Stock    
Option will be extinguished) into a right to acquire (each, a "POWERTEL ROLLOVER
OPTION") from a U.S. trust, as described in Annex 1.08(a) (which shall be in    
form and substance reasonably satisfactory to DT and Powertel, the "OPTIONS     
TRUST") on the same terms and conditions as were applicable under the Powertel  
Stock Option (but taking into account any changes thereto, including any        
acceleration thereof, provided for in the option award or in the Powertel Stock 
Option Plans listed on SCHEDULE 1.08 and applicable to such Powertel Stock      
Options by reason of this Agreement or the transactions contemplated hereby)    
that number of DT Ordinary Shares (the "POWERTEL OPTION AMOUNT") determined by  
multiplying the maximum number of shares of Powertel Common Stock subject to    
such Powertel Stock Option by the Common Stock Exchange Ratio, rounded if       
necessary to the nearest whole DT Ordinary Share at an exercise price per DT    
Ordinary Share equal to the exercise price per share of Powertel Common Stock in
effect with respect to such Powertel Stock Option immediately prior to the      
Effective Time divided by the Common Stock Exchange Ratio. In order to implement
the conversion of the Powertel Stock Options described above, the arrangements  
set forth in Annex 1.08(a)                                                      

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will be effected at the Effective Time. In the case of a Powertel Stock Option  
which is intended to be an incentive stock option under Section 422 of the Code,
the adjustment in this Section 1.08 shall be modified if necessary to permit    
such Powertel Stock Option to continue to comply with Section 422 of the Code.  

    (b) To the extent that any Person would otherwise be entitled to receive a
fraction of a DT Ordinary Share pursuant to this Section 1.08, such fraction    
shall be treated in accordance with Section 1.09.                               

   (c) As soon as practicable after the Effective Time, DT shall cause to be
delivered to the holders of Powertel Stock Options appropriate notices setting  
forth such holders' rights pursuant to the respective Powertel Stock Option     
Plans and agreements evidencing the grants of such Powertel Stock Options       
(including that, in connection with the Merger and to the extent provided by the
terms of the Powertel Stock Option Plans award agreements thereunder, the       
Powertel Stock Options subject to change of control vesting have become fully   
vested).                                                                        

  (d) No later than the Effective Time, DT shall file or cause to be filed
with the SEC a registration statement on an appropriate form or a post-effective
amendment to a previously filed registration statement under the Securities Act 
with respect to the DT Ordinary Shares and DT Depositary Shares which are       
subject to the Powertel Rollover Options as provided in Section 1.08(a), and    
shall use reasonable best efforts to maintain the current status of the         
prospectus associated therewith, as well as to comply with any applicable state 
securities or "blue sky" laws for so long as such options remain outstanding.   

   SECTION 1.09.  Fractional DT Depositary Shares and Fractional DT Ordinary
Shares.  No fraction of a DT Depositary Share or a DT Ordinary Share will be    
issued to holders of Powertel Stock, but each holder of Powertel Stock otherwise
entitled to receive a fraction of a DT Depositary Share or DT Ordinary Share    
will be entitled to receive in accordance with the provisions of this Section   
1.09 from the Escrow Agent a cash payment in lieu of such fraction of a DT      
Depositary Share or DT Ordinary Share, as applicable (each a "FRACTIONAL        
INTEREST") representing such holder's proportionate interest in the net proceeds
from the sale by the Escrow Agent on behalf of all such holders of the aggregate
of the fractions of DT Depositary Shares and DT Ordinary Shares which would     
otherwise be issued ("EXCESS ADSs" and "EXCESS SHARES", respectively). The sale 
of the Excess ADSs and the Excess Shares by the Escrow Agent shall be executed  
on the New York Stock Exchange, Inc. (the "NYSE") and the Frankfurt Stock       
Exchange (the "FSE"), respectively, through one or more member firms of the NYSE
or the FSE, as the case may be, and shall be executed in round lots to the      
extent practicable. Until the net proceeds of such sale or sales have been      
distributed to the holders of Powertel Stock otherwise entitled to receive      
Fractional Interests, the Escrow Agent will hold such proceeds in trust for such
holders of Powertel Stock (the "POWERTEL STOCK TRUST"). DT shall pay all        
commissions, transfer taxes and other out-of-pocket transaction costs, including
the expenses and compensation, of the Escrow Agent incurred in connection with  
such sale of the Excess ADSs and Excess Shares. The Escrow Agent shall determine
the portion of the Powertel Stock Trust to which each holder of Powertel Stock  
shall be entitled, if any, by multiplying the amount of the aggregate net       
proceeds comprising the Powertel Stock Trust by a fraction, the numerator of    
which is the amount of Fractional Interests to which such holder of Powertel    
Stock is entitled and the denominator of which is the aggregate amount of       
Fractional Interests to which all holders of Powertel Stock are entitled. As    
soon as practicable after the determination of the amount of cash, if any, to be
paid to holders of Powertel Stock in lieu of any Fractional Interests, the      
Escrow Agent shall make available such amounts to such holders of Powertel Stock
without interest.                                                               

SECTION 1.10.  The Surviving Corporation.  (a) The certificate of     
incorporation of Powertel in effect at the Effective Time shall, by virtue of   
the Merger, be amended and restated as of the Effective Time to be identical to 
the certificate of incorporation of Merger Sub (except that Article 1 thereof   
shall read: "The name of the Corporation is Powertel, Inc." and, as so amended  
and restated, shall be the certificate of incorporation of the Surviving        
Corporation until amended in accordance with applicable law).                   

   (b) The bylaws of Merger Sub in effect at the Effective Time shall be the
bylaws of the Surviving Corporation until amended in accordance with applicable 
law.                                                                            

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  (c) The directors of Merger Sub and the officers of Powertel immediately
prior to the Effective Time shall be the directors and officers of the Surviving
Corporation, respectively, and such individuals shall serve in such positions   
until their successors shall have been duly elected and shall qualify.          

  SECTION 1.11.  Lost, Stolen or Destroyed Certificates.  In the event any
Certificate shall have been lost, stolen or destroyed, upon the holder's        
compliance with the replacement requirements established by the Escrow Agent,   
including, if necessary, the posting by such Person of a bond in customary      
amount as indemnity against any claim that may be made against it with respect  
to such Certificate, the Escrow Agent will issue (or cause to be issued) in     
exchange for such lost, stolen or destroyed Certificate, the Merger             
Consideration and any cash payable in lieu of Fractional Interests and any      
unpaid dividends or other distributions deliverable pursuant to Section 1.06(f) 
in respect of the Powertel Stock represented by such Certificate pursuant to    
this Agreement.                                                                 

     SECTION 1.12.  Dissenting Shares.  Series A, B, D, E and F Preferred Shares
which are issued and outstanding immediately prior to the Effective Time and    
which are held by a holder who has not voted such shares in favor of the Merger,
who shall have delivered a written demand for appraisal of such shares in the   
manner provided by Delaware Law and who shall not have effectively withdrawn or 
lost such right to appraisal as of the Effective Time ("DISSENTING SHARES"),    
shall be entitled to such rights (but only such rights) as are granted by       
Section 262 of the Delaware Law. Each holder of Dissenting Shares who becomes   
entitled to payment for such Dissenting Shares pursuant to Section 262 of the   
Delaware Law shall receive payment therefor from the Surviving Corporation in   
accordance with Delaware Law; provided, however, that (i) if any such holder of 
Dissenting Shares shall have failed to establish his entitlement to appraisal   
rights as provided in Section 262 of the Delaware Law, (ii) if any holder of    
Dissenting Shares shall have effectively withdrawn his demand for appraisal of  
such shares or lost his right to appraisal and payment for his shares under     
Section 262 of the Delaware Law or (iii) if neither any holder of Dissenting    
Shares nor the Surviving Corporation shall have filed a petition demanding a    
determination of the value of all Dissenting Shares within the time provided for
the filing of such petition in Section 262 of the Delaware Law, such holder     
shall forfeit the right to appraisal of such Dissenting Shares and each such    
share shall be converted into the right to receive the Merger Consideration     
pursuant to Section 1.05(b). Powertel shall give DT prompt notice of any demands
received by Powertel for appraisal of Powertel Preferred Stock and DT shall have
the right to conduct all negotiations and proceedings with respect to such      
demands. Except with the prior written consent of DT, Powertel shall not make   
any payment with respect to, or settle or offer to settle, any such demands. To 
the extent holders of Dissenting Shares become entitled to DT Ordinary Shares   
after the Effective Time, such DT Ordinary Shares to which such holder of       
Dissenting Shares is entitled will be issued from the Dissenting Stockholder    
Trust described in Annex 1.12 (the "DISSENTING STOCKHOLDER TRUST").             

ARTICLE 2 

REPRESENTATIONS AND WARRANTIES OF POWERTEL

    Except as disclosed in Powertel Filed SEC Documents (as defined below) and
except as set forth in the Powertel disclosure schedules attached to this       
Agreement (it being agreed that disclosure of any item in the schedules shall be
deemed disclosure with respect to any section of this Agreement to which the    
relevance of such item is reasonably apparent), Powertel hereby represents and  
warrants as of the date hereof to DT as follows:                                

SECTION 2.01.  Organization.  Each of Powertel and its Subsidiaries   
(collectively, the "POWERTEL SUBSIDIARIES") is a corporation or limited         
liability company duly organized, validly existing and is in good standing      
(where such concept is applicable) under the laws of the jurisdiction of its    
incorporation or organization and has the requisite 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    
could not reasonably be expected to have a Material Adverse Effect on Powertel  
or prevent or materially delay the consummation of the Merger. Powertel and each
of the Powertel Subsidiaries is duly qualified or licensed to do business and is
in good standing (where such concept is applicable) in each                     

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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 could not reasonably be expected to have a Material Adverse Effect on  
Powertel or prevent or materially delay the consummation of the Merger. Powertel
has delivered to DT complete and correct copies of the Restated Certificate of  
Incorporation of Powertel and Restated By-laws of Powertel and has made         
available to DT the certificate of incorporation and by-laws (or similar        
organizational documents) of each of the Powertel Subsidiaries.                 

    SECTION 2.02.  Subsidiaries.  SCHEDULE 2.02 lists each Powertel Subsidiary
and any Investment Entity. All of the outstanding shares of capital stock of    
each Powertel Subsidiary that is a corporation have been validly issued and are 
fully paid and nonassessable. All of the outstanding shares of capital stock of 
each Powertel Subsidiary are owned by Powertel or by another Powertel Subsidiary
free and clear of all Liens, except for Liens which are granted to secure       
indebtedness and are disclosed in SCHEDULE 2.02. Except as set forth in SCHEDULE
2.02, (i) Powertel and the Powertel Subsidiaries have no material ongoing       
obligations, agreements, commitments, rights, understandings or arrangements    
with respect to any Investment Entities, including funding obligations; and (ii)
all Investment Interests are owned by Powertel or the Powertel Subsidiaries free
and clear of all Liens. Except as set forth in SCHEDULE 2.02 and except for the 
capital stock owned by Powertel, directly or indirectly, in the Powertel        
Subsidiaries, neither Powertel nor any of the Powertel 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 2.03.  Capital Structure.  (a) The authorized capital stock of
Powertel consists of 401,000,000 shares of capital stock of which 400,000,000   
shares are authorized to be issued as Powertel Common Stock and 1,000,000 shares
are authorized to be issued as Powertel Preferred Stock. As of the close of     
business on August 18, 2000, Powertel had 31,381,461 shares of Powertel Common  
Stock issued and outstanding (not including 33,165 shares of restricted stock   
issued under the Restricted Stock Plan). The series of Powertel Preferred Stock 
and the number of designated, issued and outstanding shares, the current        
conversion ratio and the number of shares of Powertel Common Stock issuable upon
conversion as of the close of business on August 18, 2000 were as follows:      

                                                        [Enlarge/Download Table]

                                                        DESIGNATED,                           
                                                        ISSUED AND     CURRENT                
                                                        OUTSTANDING   CONVERSION  COMMON STOCK
SERIES                                                    SHARES       RATIO(1)   EQUIVALENTS 
------                                                  -----------   ----------  ------------
                                                                                              
Series A Convertible Preferred Stock                                                          
  ("SERIES A PREFERRED SHARES")........................   100,000      46.26774    4,626,774  
Series B Convertible Preferred Stock                                                          
  ("SERIES B PREFERRED SHARES")........................   100,000      46.26774    4,626,774  
Series C Convertible Preferred Stock                                                          
  ("SERIES C PREFERRED SHARES")........................        --(2)         --           --  
Series D Convertible Preferred Stock                                                          
  ("SERIES D PREFERRED SHARES")........................    50,000      35.29412    1,764,706  
Series E 6.5% Cumulative Convertible                                                          
  Preferred Stock ("SERIES E PREFERRED SHARES")(3).....    50,000      68.15084    3,407,542  
Series F 6.5% Cumulative Convertible                                                          
  Preferred Stock("SERIES F PREFERRED SHARES")(3)......    50,000      68.15084    3,407,542  

---------------                                                                 
(1) Subject to applicable adjustments set forth in the related Certificate of   
Designations.                                                           

(2) 50,000 shares initially designated as Series C Preferred Shares have been   
converted to Powertel Common Stock.                                     

(3) The Series E Preferred Shares and Series F Preferred Shares bear cumulative 
dividends that accrue on a daily basis at an annual rate of 6.5% of the 
initial purchase price of such shares.                                  

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The Series A, B, C, D, E, and F Preferred Shares are hereinafter      
collectively referred to as the "POWERTEL PREFERRED STOCK" and, with the        
Powertel Common Stock, the "POWERTEL STOCK". As of the close of business on     
August 18, 2000: (i) 56,438 shares of Powertel Common Stock were held by        
Powertel in treasury; (ii) an aggregate of 17,833,338 shares of Powertel Common 
Stock were reserved for issuance upon conversion of Powertel Preferred Stock;   
(iii) an aggregate of 2,152,602 shares of Powertel Common Stock were reserved   
for issuance upon exercise of outstanding stock options (the "POWERTEL STOCK    
OPTIONS") granted under the Amended and Restated 1991 Employee Stock Option Plan
(the "1991 PLAN"), the Amended Nonemployee Stock Option Plan (the "NONEMPLOYEE  
OPTION PLAN") and the 2000 Stock Option and Incentive Plan (the "2000 PLAN" and 
with the 1991 Plan and the Nonemployee Option Plan, the "POWERTEL STOCK OPTION  
PLANS"); (iv) 33,165 shares of Powertel Common Stock were reserved for issuance 
pursuant to outstanding Powertel Restricted Stock Awards granted under the 1995 
Employee Restricted Stock Plan (the "RESTRICTED STOCK PLAN"); (v) 3,446,340     
shares of Powertel Common Stock remained available for issuance pursuant to     
future stock option grants and restricted stock awards under the 2000 Plan; (vi)
966,688 shares of Powertel Common Stock were reserved for issuance pursuant to  
outstanding Powertel Warrants, which have an exercise price of $16.9546 per     
share, subject to adjustment; and (vii) an aggregate of 30,142 shares of        
Powertel Common Stock are reserved for accrued but unpaid dividends on the      
Series E Preferred Shares and Series F Preferred Shares. SCHEDULE 2.03 sets     
forth a complete and accurate schedule of all Powertel Stock Options and their  
respective shares, vesting schedules, exercise prices and expiration dates that 
are outstanding on the date hereof (provided, that with respect to Powertel     
employees below the director level, such list need only set forth the aggregate 
number of options with the weighted average exercise prices at which grants have
been made and need not specify grants by grantee).                              

    (b) Except as set forth above and in SCHEDULES 2.02 and 2.03 and except as
a result of the Permitted Stock Dividend, as of the date hereof, no shares of   
Powertel Stock or shares of capital stock of any Powertel Subsidiary 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 ("POWERTEL     
STOCK RIGHTS") of Powertel or any Powertel Subsidiary. The Powertel Preferred   
Stock, the Powertel Stock Options, the Powertel Warrants, the Eliska Put Rights,
the Powertel Stock Rights and any other security convertible into, or           
exercisable or exchangeable for, Powertel Common Stock (each of which shall be  
determined on an as-if-converted, exercised or exchanged basis) are herein      
referred to as "POWERTEL COMMON STOCK EQUIVALENTS." Each outstanding share of   
Powertel Stock is, and each share of Powertel Stock which may be issued pursuant
to the Powertel 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 Powertel or any Powertel      
Subsidiary having the right to vote (or convertible into, or exchangeable for,  
securities having the right to vote) on any matter on which Powertel's          
stockholders may vote.                                                          

(c) Except as set forth above or in SCHEDULE 2.02 or SCHEDULE 2.03 and
except as a result of the Permitted Stock Dividend, as of the date of this      
Agreement, there are no "POWERTEL EQUITY RIGHTS." Powertel Equity Rights means  
securities, options, warrants, calls, rights, commitments, agreements,          
arrangements or undertakings of any kind obligating Powertel or any of the      
Powertel 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 Powertel Common Stock Equivalents or stock           
equivalents of any of the Powertel Subsidiaries or obligating Powertel or any of
the Powertel Subsidiaries to issue, grant, extend or enter into any such        
security, option, warrant, call, right, commitment, agreement, arrangement or   
undertaking.                                                                    

(d) Any increase in any existing Powertel Equity Rights arising from  
antidilution or similar adjustments resulting from the payment of the Permitted 
Stock Dividend will not, in the aggregate, on the date the Permitted Stock      
Dividend is declared and on the date it is paid, increase the number of shares  
of Powertel Common Stock subject to Powertel Equity Rights by more than 0.75%.  

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   (e) Except as set forth in SCHEDULE 2.02 or SCHEDULE 2.03, as of the date
of this Agreement, there are no outstanding contractual obligations of Powertel 
or any of the Powertel Subsidiaries to repurchase, redeem or otherwise acquire  
any shares of capital stock of Powertel or any of the Powertel Subsidiaries.    

 (f) Between August 18, 2000 and the date of this Agreement, no Powertel
Common Stock or Powertel Common Stock Equivalents have been issued or granted,  
except issuances of Powertel Common Stock upon the exercise of Powertel Stock   
Options or Powertel Warrants outstanding on August 18, 2000, and grants of new  
Powertel Stock Options to new employees or employees granted promotion in the   
ordinary course of business, provided that such shares of Powertel Common Stock 
underlying such new Powertel Stock Options will not exceed 50,000 shares.       

     SECTION 2.04.  Authority.  The Board of Directors of Powertel, at a meeting
duly called and held, duly adopted resolutions (i) approving this Agreement, the
Merger and the Powertel Stockholder Agreements, (ii) determining that the Merger
is fair to and in the best interests of Powertel's stockholders and (iii)       
recommending that Powertel's stockholders approve and adopt this Agreement.     
Powertel has requisite corporate power and authority to execute and deliver this
Agreement and the other agreements to which it is a party that are referenced   
herein and, subject to the adoption and approval of this Agreement by (i) a     
majority of the votes entitled to be cast by the holders of all outstanding     
shares of Powertel Common Stock and Series A Preferred Shares, voting on an     
as-if-converted to Powertel Common Stock basis and voting together with the     
holders of Powertel Common Stock as a single class, and (ii) two-thirds of each 
class of the Series A Preferred Shares, Series B Preferred Shares, Series D     
Preferred Shares, Series E Preferred Shares and Series F Preferred Shares, each 
such class of preferred stock voting as a single class (collectively, the       
"POWERTEL STOCKHOLDER APPROVAL"), to consummate the transactions contemplated   
hereby. The execution, delivery and performance of this Agreement by Powertel   
and the consummation by Powertel of the Merger and of the other transactions    
contemplated hereby have been duly authorized by all necessary corporate action 
on the part of Powertel, subject to the Powertel Stockholder Approval. This     
Agreement has been duly executed and delivered by Powertel and (assuming the    
valid authorization, execution and delivery of this Agreement by DT )           
constitutes the valid and binding obligation of Powertel enforceable against    
Powertel in accordance with its terms, except that such enforceability (i) may  
be limited by bankruptcy, insolvency, reorganization, moratorium or other       
similar laws affecting or relating to the enforcement of creditors' rights and  
remedies generally, and (ii) is subject to general principles of equity         
(regardless of whether considered in a proceeding in equity or at law).         

  SECTION 2.05  No Conflict; Required Filings and Consents.  (a) Except as
set forth in subsection (b) below or as set forth in SCHEDULE 2.05, the         
execution, delivery or performance (assuming such performance occurred on the   
date hereof) of this Agreement by Powertel and the consummation by Powertel of  
the transactions contemplated hereby will not, and if the Permitted Stock       
Dividend is declared or paid, on the date the Permitted Stock Dividend is       
declared and the date it is paid, such declaration or payment (including        
treatment of fractional shares), as the case may be, will not (i) violate or    
conflict with the Restated Certificate of Incorporation or Restated By-laws of  
Powertel or of the similar organizational documents of any of the Powertel      
Subsidiaries, (ii) 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 Powertel
or any of the Powertel Subsidiaries is a party or by which any of their         
properties are bound, (iii) violate any law, court order, judgment, decree or   
regulation applicable to Powertel or any of the Powertel Subsidiaries or by     
which any of their respective properties are bound, or (iv) result in the       
creation or imposition of any Lien on any asset of Powertel or the Powertel     
Subsidiaries, except in the case of clauses (ii), (iii) or (iv) for violations, 
breaches or defaults that could not reasonably be expected to have a Material   
Adverse Effect on Powertel or prevent or materially delay the consummation of   
the Merger.                                                                     

    (b) Except for filings, permits, authorizations, consents and approvals as
may be required under, and other applicable requirements of, the Securities Act,
state securities or "Blue Sky" laws, the Exchange Act, the Communications Act,  
the HSR Act, Council Regulation (EEC) No. 4064/89, if applicable,               

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Delaware Law, the rules, regulations and published decisions of the FAA, the FCC
and state public utility or service commissions or similar agencies, or the     
rules and regulations of the Nasdaq or as specified in SCHEDULE 2.05            
(collectively, "POWERTEL REQUIRED APPROVALS"), neither the execution, delivery  
or performance of this Agreement by Powertel nor the consummation by Powertel of
the transactions contemplated hereby will require any filing with, or permit,   
authorization, consent or approval of, any Governmental or Regulatory Authority 
(except where the failure to obtain such permit, authorization, consent or      
approval or to make such filings could not reasonably be expected to have a     
Material Adverse Effect on Powertel or prevent or materially delay the          
consummation of the Merger).                                                    

    SECTION 2.06.  SEC Filings; Financial Statements.  Powertel has filed with
the SEC all documents required to be filed by it since January 1, 1997 under the
Securities Act or the Exchange Act (the "POWERTEL SEC DOCUMENTS"). As of their  
respective filing dates, the Powertel SEC Documents were prepared substantially 
in accordance 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 (or if amended or superseded by a filing prior to the date   
hereof, then on the date of such filing) none of the Powertel 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 Powertel included in the Powertel SEC Documents have    
been prepared in accordance with GAAP (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 Powertel and the consolidated Powertel Subsidiaries as of the respective     
dates thereof and the consolidated results of operations and 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).                                                                       

   SECTION 2.07.  Absence of Certain Changes or Events.  Except as disclosed
in SCHEDULE 2.07 or in the documents filed by Powertel with the SEC and publicly
available prior to the date of this Agreement (the "POWERTEL FILED SEC          
DOCUMENTS"), since December 31, 1999, Powertel and the Powertel 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 Powertel, (ii) any declaration, setting 
aside or payment of any dividend or other distribution with respect to its      
capital stock (other than regularly scheduled dividends on the Series E         
Preferred Shares and Series F Preferred Shares) 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 Powertel affecting its assets,   
liabilities or business, except insofar as may have been required by a change in
GAAP.                                                                           

   SECTION 2.08.  Information Provided by Powertel.  None of the information
supplied or to be supplied by Powertel specifically for inclusion or            
incorporation by reference in (i) the DT Registration Statement or (ii) the     
proxy statement/prospectus (together with any amendments or supplements thereto,
the "POWERTEL PROXY STATEMENT") relating to the Powertel Stockholders' Meeting  
(as defined below) and the prospectus included in the DT Registration Statement 
for the distribution of DT Ordinary Shares or DT Depositary Shares pursuant to  
the Merger, will, in the case of the DT 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, in light of the circumstances under which they were
made, not misleading, or in the case of the Powertel Proxy Statement, at the    
time of the mailing of the Powertel Proxy Statement or the time of the Powertel 
Stockholders' Meeting, 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. The DT Registration Statement will comply (with       
respect to Powertel) as to form in all material respects with the requirements  
of the Securities Act, and the Powertel Proxy Statement will comply (with       
respect to Powertel) as to form in all material                                 

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respects with the requirements of the Exchange Act. None of the information     
supplied or to be supplied by or on behalf of Powertel for inclusion or         
incorporation by reference in the German Listing Prospectus will, at the time   
the German Listing Prospectus is published, 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, in light of the circumstances under
which they were made, not misleading. None of the information supplied or to be 
supplied by or on behalf of Powertel for inclusion or incorporation by reference
in the auditor's report to be prepared pursuant to Section 183(3) of the German 
Act will, at the time the report is filed with the Commercial Register, 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, in   
light of the circumstances under which they were made, not misleading. None of  
the information to be supplied by or on behalf of Powertel pursuant to Section  
5.06(d) will contain any untrue statement of material fact or omit to state any 
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. Powertel makes no representation or warranty with respect to any    
information supplied by DT or any other Person who is not an Affiliate of       
Powertel that is contained in the DT Registration Statement, Powertel Proxy     
Statement, the German Listing Prospectus or the auditor's report to be prepared 
pursuant to Section 183(3) of the German Act.                                   

     SECTION 2.09.  Permits; Compliance with Laws.  (a) Each of Powertel and the
Powertel Subsidiaries is in possession of all franchises, grants,               
authorizations, licenses, permits, charters, easements, variances, exceptions,  
consents, certificates, approvals and orders of any Governmental or Regulatory  
Authority necessary for Powertel or any of the Powertel Subsidiaries to own,    
lease and operate its properties or to carry on its business as it is now being 
conducted (the "POWERTEL PERMITS"), except where the failure to have any of the 
Powertel Permits could not, individually or in the aggregate, have a Material   
Adverse Effect on Powertel, and, as of the date of this Agreement, no suspension
or cancellation of any of the Powertel Permits is pending or, to the Knowledge  
of Powertel, threatened, except where the suspension or cancellation of any of  
the Powertel Permits could not, individually or in the aggregate, reasonably be 
expected to have a Material Adverse Effect on Powertel. The business of Powertel
and the Powertel Subsidiaries is not being conducted in violation of any        
applicable law, ordinance regulation, judgment, order or decree of any          
Governmental or Regulatory Authority ("LEGAL REQUIREMENTS"), except for possible
violations that could not reasonably be expected to have a Material Adverse     
Effect on Powertel or prevent or materially delay the consummation of the       
Merger. None of the representations made in this Section 2.09 are being made    
with respect to Environmental Laws.                                             

(b) Except as set forth in SCHEDULE 2.09:                             

    (i) Powertel and each of the Powertel 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
     SCHEDULE 2.09(b)(i) (the "POWERTEL FCC LICENSES"). Each of the Powertel FCC
Licenses that is subject to restrictions under Section 310(b) of the  
Communications Act is held by a Powertel Subsidiary.                  

          (ii) The Powertel FCC Licenses are valid and in full force and effect,
  and neither Powertel nor any of the Powertel 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 Powertel FCC
   Licenses. As used herein, the term "full force and effect" means that (A)
    the orders issuing the Powertel FCC Licenses have become effective, (B) no
  stay of effectiveness of such orders has been issued by the FCC, and (C)
the Powertel 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 Powertel or any
    of the Powertel Subsidiaries have been filed and are accurate and complete
in all material respects.                                             

      (iv) Powertel and the Powertel Subsidiaries are, and have been, in
   compliance in all material respects with, and the wireless communications
systems operated pursuant to the Powertel FCC                         
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    Licenses are and have been operated in compliance in all material respects
with, the Communications Act.                                         

          (v) There is not pending or, to Powertel's Knowledge, threatened 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
    Powertel or any of the Powertel Subsidiaries which is reasonably likely to
  result in the revocation, cancellation, suspension, dismissal, denial or
any materially adverse modification of any Powertel FCC License or    
     imposition of any substantial fine or forfeiture against Powertel or any of
the Powertel Subsidiaries.                                            

          (vi) No facts are known to Powertel or the Powertel Subsidiaries which
if known by a Governmental or Regulatory Authority of competent       
     jurisdiction would present a substantial risk that any Powertel FCC License
    could be revoked, cancelled, suspended or materially adversely modified or
   that any substantial fine or forfeiture could be imposed against Powertel
or any of the Powertel Subsidiaries.                                  

  (vii) Powertel and the Powertel 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 Powertel
   FCC Licenses 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 Powertel or the transactions contemplated by this Agreement.

 SECTION 2.10.  Tax Matters.  Except as set forth in SCHEDULE 2.10 or as
would not have a Material Adverse Effect on Powertel: (i) Powertel and each of  
the Powertel 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       
correct in all respects and accurately disclose in all respects all Taxes       
required to be paid for the periods covered thereby; (iii) Powertel and the     
Powertel 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 Powertel SEC Documents reflect an 
adequate reserve as determined in accordance with GAAP for all material Taxes   
payable by Powertel and the Powertel Subsidiaries and not yet due (other than a 
reserve for deferred Taxes established to reflect timing differences between    
book and Tax treatment) for all taxable periods and portions thereof accrued    
through the date of such financial statements; (iv) none of Powertel or any     
Powertel Subsidiary has waived in writing any statute of limitations in respect 
of Taxes; (v) there is no action, suit, investigation, audit, claim or          
assessment that has been formally commenced or proposed to Powertel in writing  
with respect to Taxes of Powertel or any of the Powertel Subsidiaries where an  
adverse determination is reasonably likely; (vi) there are no Liens for Taxes   
upon the assets of Powertel or any Powertel Subsidiary except for Liens relating
to current Taxes not yet due; (vii) all Taxes which Powertel or any Powertel    
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      
Powertel or such Powertel Subsidiary; (viii) neither Powertel nor any Powertel  
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; (ix) no deduction of any amount that would      
otherwise be deductible by Powertel or any of the Powertel Subsidiaries with    
respect to taxable periods ending on or before the Effective Time could be      
disallowed under Section 162(m) of the Code; (x) neither Powertel nor any of the
Powertel Subsidiaries has constituted either a "distributing corporation" or a  
"controlled corporation" in a distribution of 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 Merger; (xi) neither Powertel nor   
any of the Powertel Subsidiaries is a "United States real property holding      
corporation" within the meaning of Section 897(c)(2) of the Code; (xii) neither 
Powertel nor DT will be obligated to make a payment, in connection with the     
transactions contemplated hereunder or otherwise, to any employee or former     
employee of, or individual providing services to, Powertel or Powertel          
Subsidiaries that would be a                                                    

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"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;  
and (xiii) none of Powertel, the Powertel Subsidiaries or DT will be obligated  
to pay any excise taxes or similar taxes imposed on any employee or former      
employee of, or individual providing services to, Powertel or the Powertel      
Subsidiaries under Section 4999 of the Code or any similar provisions as a      
result of the consummation of the transactions contemplated hereby, either alone
or in connection with any other event.                                          

SECTION 2.11.  Liabilities.  Except as set forth in Powertel Filed SEC
Documents or SCHEDULE 2.11, and as permitted by this Agreement and the          
Alternative Merger Agreement, Powertel and the Powertel Subsidiaries, taken as a
whole, do not have any liabilities or obligations of any nature (whether        
accrued, absolute, contingent or otherwise) required by GAAP to be set forth on 
a consolidated balance sheet of Powertel and the Powertel Subsidiaries or in the
notes thereto, other than (i) liabilities and obligations incurred in the       
ordinary course of business since December 31, 1999 or (ii) liabilities arising 
after December 31, 1999 which could not, individually or in the aggregate,      
reasonably be expected to have a Material Adverse Effect on Powertel.           

SECTION 2.12.  Benefit Plans; Employees and Employment Practices.     

 (a) Except as disclosed in the Powertel Filed SEC Documents or SCHEDULE
2.12(a) or to the extent required by law or required to maintain in compliance  
with provisions of the Code, neither Powertel nor any of the Powertel           
Subsidiaries has adopted or amended in any material respect any ERISA Benefit   
Plan since the date of the most recent audited financial statements included in 
the Powertel Filed SEC Documents. Except as set forth in SCHEDULE 2.12(a),      
Powertel does not have any commitment to create, adopt or contribute to any     
Powertel Benefit Plan. Except as disclosed in SCHEDULE 2.12(a) or in the        
Powertel Filed SEC Documents, as of the date of this Agreement, there exist no  
material employment, consulting, severance, bonus, incentive or termination     
agreements between Powertel or any of the Powertel Subsidiaries and any current 
or former employee, officer or director of Powertel or any of the Powertel      
Subsidiaries.                                                                   

   (b) SCHEDULE 2.12(b) contains a list of all the material Powertel Benefit
Plans. None of Powertel, any of the Powertel Subsidiaries, any officer of       
Powertel or any of the Powertel 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 Powertel, any of the Powertel Subsidiaries or any officer of Powertel or
any of the Powertel Subsidiaries to any Tax on prohibited transactions imposed  
by Section 4975 of the Code or to any liability under Section 502(i) or (l) of  
ERISA where such Tax or liability has or would be reasonably expected to have a 
Material Adverse Effect on Powertel. No ERISA Benefit Plan has incurred any     
"accumulated funding deficiency" (as defined in Section 412 of the Code or Part 
3 of Title I or ERISA), whether or not waived. Neither Powertel nor any of the  
Powertel Subsidiaries has incurred and none of such entities reasonably expects 
to incur, any material liability to the PBGC with respect to any ERISA Benefit  
Plan. No assets of Powertel or any of the Powertel Subsidiaries are subject to  
liens arising under ERISA or the Code on account of any ERISA Benefit Plan,     
neither Powertel nor any of the Powertel Subsidiaries has been required to      
provide any security under Sections 401(a)(29) or 412(f) of the Code, or under  
Section 307 of ERISA, and, to Powertel's Knowledge, no event has occurred that  
could give rise to any such lien or a requirement to provide any such security. 
Except as disclosed in SCHEDULE 2.12(b), none of Powertel, the Powertel         
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 SCHEDULE 2.12(c), and except for such matters as
could not be reasonably expected to have a Material Adverse Effect on Powertel, 
to the extent applicable, (i) each ERISA Benefit Plan complies with the         
requirements of ERISA and the Code, (ii) each 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                                     

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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 Powertel 
Benefit Plan has been maintained, administered and operated in compliance with  
its terms and with the requirements prescribed by any and all statutes, orders, 
rules and regulations, including but not limited to ERISA and the Code, which   
are applicable to such Powertel Benefit Plans.                                  

  (d) Except as disclosed in SCHEDULE 2.12(d), all material contributions,
reserves or premium payments under or to Powertel Benefit Plans, accrued to the 
date hereof have been made or provided for.                                     

   (e) Except as disclosed in SCHEDULE 2.12(e), and except for any liability
as could not be reasonably expected to have a Material Adverse Effect on        
Powertel, Powertel 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 Powertel, or  
any entity which is considered one employer with Powertel under Section 4001 of 
ERISA.                                                                          

     (f) Except as disclosed in SCHEDULE 2.12(f) neither Powertel nor any of the
Powertel Subsidiaries has any obligation to provide retiree health or welfare   
benefits for any current or former employee under any Powertel Benefit Plan,    
except as required by Part 6 of Title I of ERISA or to avoid excise taxes under 
Section 4980B of the Code, and the terms of Powertel Benefit Plans permit       
Powertel to amend or terminate such Powertel Benefit Plans at any time without  
incurring liability thereunder.                                                 

   (g) Except as disclosed in SCHEDULE 2.12(g), Powertel 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 SCHEDULE 2.12(h), the consummation or      
announcement of any transaction contemplated by this Agreement will not (either 
alone or upon the occurrence of any additional or further acts or events) result
in any (i) payment (whether of severance pay or otherwise) becoming due from    
Powertel or any of the Powertel Subsidiaries to any officer, employee, former   
employee or director thereof or to the trustee under any "rabbi trust" or       
similar arrangement; (ii) benefit under any Powertel Benefit Plan being         
established or becoming accelerated, vested or payable; or (iii) "reportable    
event" (as defined in Section 4043 of ERISA) with respect to any ERISA Benefit  
Plan subject to Title IV of ERISA.                                              

(i) Except as disclosed in SCHEDULE 2.12(i), as of the date of this   
Agreement there are no pending disputes, arbitrations, claims, suits, grievances
or, to the Knowledge of Powertel, governmental audits involving a Powertel      
Benefit Plan (other than routine claims for benefits payable under any such     
Powertel Benefit Plan or routine audits) that would reasonably be expected      
either individually or in the aggregate, to have a Material Adverse Effect on   
Powertel.                                                                       

 (j) SCHEDULE 2.12(j) contains a list setting forth the name and current
annual salary and other material compensation payable to each Significant       
Employee, and the profit sharing, bonus or other form of additional cash        
compensation paid or payable by Powertel or the Powertel Subsidiaries to or for 
the benefit of each such person for the current fiscal year. Except as set forth
in SCHEDULE 2.12(j), there are no oral or written contracts, agreements or      
arrangements obligating Powertel or any of the Powertel 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 that are not terminable without 
liability on thirty days' or less prior notice. SCHEDULE 2.12(j) lists all      
written employment and consulting agreements with respect to any Significant    
Employee. Powertel has provided true and correct copies of all employment       
agreements listed on SCHEDULE 2.12(j). Except for severance or retention        
obligations to Significant Employees set forth in SCHEDULE 2.12(j) or as        
otherwise set forth on SCHEDULE 2.12(j), 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  
prior to the Effective Time the aggregate amount of which exceeds $50,000 for   
any Significant Employee. Except as disclosed in SCHEDULE 2.12(j) and other than
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practice in an aggregate amount not to exceed $500,000 neither Powertel nor any 
of the Powertel 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.                                                                           

(k) Except as set forth on SCHEDULE 2.12(k), Powertel and each of the 
Powertel 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 
Powertel Employees, except where the failure to be in compliance would not,     
singly or in the aggregate, have a Material Adverse Effect on Powertel or any of
the Powertel 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 Powertel 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 Powertel; 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 Powertel Employees.                       

(l) Except as disclosed in SCHEDULE 2.12(l), as of the date of this   
Agreement there are no controversies, strikes, work stoppages or disputes       
pending or to Powertel's Knowledge threatened against Powertel or any of the    
Powertel Subsidiaries, 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 Powertel. None of Powertel or any of the Powertel Subsidiaries is a   
party to a collective bargaining agreement. Except as set forth in SCHEDULE     
2.12(l), there is no, and there is not threatened, any labor dispute, grievance 
or litigation relating to labor, safety or discrimination matters involving any 
Powertel 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 Powertel.  
There has been no engagement in any unfair labor practices by Powertel or the   
Powertel 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 Powertel.                                            

    SECTION 2.13.  Litigation.  Except as disclosed in SCHEDULE 2.13 or in the
Powertel Filed SEC Documents, as of the date of this Agreement, there is no     
suit, action, proceeding or investigation pending or, to Powertel's Knowledge,  
threatened, against Powertel or any of the Powertel Subsidiaries before any     
Governmental or Regulatory Authority that, individually or in the aggregate,    
would reasonably be expected to have a Material Adverse Effect on Powertel or   
prevent or materially delay the consummation of the Merger. Except as disclosed 
in Schedule 2.13 or in the Powertel Filed SEC Documents, neither Powertel nor   
any of the Powertel 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 Powertel.           

SECTION 2.14.  Environmental Matters.  Except for such matters that,  
individually or in the aggregate, could not reasonably be expected to have a    
Material Adverse Effect on Powertel, or would not otherwise require disclosure  
pursuant to the Securities Act or Exchange Act, (i) each of Powertel and the    
Powertel Subsidiaries has complied and is in compliance with all applicable     
Environmental Laws; (ii) the properties currently owned or operated by Powertel 
or any of the Powertel Subsidiaries (including soils, groundwater, surface      
water, buildings or other structures) are not contaminated with any Hazardous   
Substances; (iii) to Powertel's Knowledge, no Hazardous Substances were present,
disposed, released or otherwise deposited on, under, at or from the properties  
formerly owned or operated by Powertel or any of the Powertel Subsidiaries      
during the period of ownership or operation by Powertel or any of the Powertel  
Subsidiaries; (iv) to Powertel's Knowledge, neither Powertel nor any of the     
Powertel Subsidiaries is                                                        
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subject to liability for any Hazardous Substance disposal or contamination on   
any third party property; (v) neither Powertel nor any of the Powertel          
Subsidiaries has received any notice, demand, threat, letter, claim or request  
for information alleging that Powertel or any of the Powertel Subsidiaries may  
be in violation of or liable under any Environmental Law (including any claims  
relating to electromagnetic fields or microwave transmissions); and (vi) to     
Powertel's Knowledge, neither Powertel nor any of the Powertel Subsidiaries is  
subject to any orders, decrees, injunctions or other arrangements (other than   
those of general applicability not specifically related to Powertel) with any   
Governmental or Regulatory Authority or regulatory authority or is subject to   
any indemnity or other agreement with any third party relating to liability     
under any Environmental Law or relating to Hazardous Substances (except for such
agreements entered into by Powertel in the ordinary course of business).        

    SECTION 2.15.  Section 203 of the Delaware Law.  The Board of Directors of
Powertel has approved this Agreement, the Merger and the Stockholders Agreement 
and the transactions contemplated hereby, with the effect that the restrictions 
on business combinations contained in Section 203 of the Delaware Law will not  
apply to DT as a result of this Agreement, the Merger and the Stockholders      
Agreement. To Powertel's Knowledge, (i) no anti-takeover statute or similar law 
of Georgia or Delaware imposes restrictions which could reasonably be expected  
to adversely affect or delay the consummation of the transactions contemplated  
by this Agreement, and (ii) no "control share acquisition," "fair price,"       
"moratorium" or other anti-takeover laws or regulations enacted under Georgia or
Delaware law ("TAKEOVER LAW") are applicable to Powertel apply to this Agreement
or any of the transactions related thereto.                                     

    SECTION 2.16.  Intellectual Property.  Except as set forth in the Powertel
Filed SEC Documents or in SCHEDULE 2.16, the Intellectual Property Rights       
consist solely of items and rights which are: (i) owned by Powertel or the      
Powertel Subsidiaries, (ii) in the public domain or (iii) rightfully used by    
Powertel or the Powertel Subsidiaries pursuant to a license, and, with respect  
to Intellectual Property Rights owned by Powertel or the Powertel Subsidiaries, 
Powertel or the Powertel Subsidiaries own the entire right, title and interest  
in and to such Intellectual Property Rights free and clear of any Liens.        
Powertel and the Powertel Subsidiaries have all rights in the Intellectual      
Property Rights necessary to carry out their businesses substantially as        
currently conducted except as could not reasonably be expected to have a        
Material Adverse Effect on Powertel. The Intellectual Property Rights do not    
infringe on any proprietary right of any Person, except to the extent that any  
such infringement, individually or in the aggregate, could not reasonably be    
expected to have a Material Adverse Effect on Powertel. As of the date of this  
Agreement, no claims against Powertel or any Powertel Subsidiary (or to         
Powertel's Knowledge, against any other holder of Intellectual Property Rights) 
(x) challenging the validity, effectiveness, or ownership by Powertel or the    
Powertel 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 Powertel's Knowledge, are threatened by any person nor to       
Powertel's Knowledge are there any valid grounds for any bona fide claim of any 
such kind. To Powertel'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 Powertel or the Powertel        
Subsidiaries.                                                                   

 SECTION 2.17.  Opinion of Financial Advisor.  The Board of Directors of
Powertel has received the oral opinion of Morgan Stanley Dean Witter & Co.      
("POWERTEL FINANCIAL ADVISOR"), on the date hereof, to the effect that, as of   
the date hereof, the consideration to be received in the Merger by Powertel's   
stockholders is fair to Powertel's stockholders from a financial point of view. 

 SECTION 2.18.  Brokers.  Except for the Powertel Financial Advisor, the
fees and expenses of which will be paid by Powertel (and are reflected in       
agreements with Powertel, a true and correct copy of which has been furnished   
to, and accepted by, DT), 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 Powertel. In  
no event shall the amounts paid or payable by Powertel to the Powertel Financial
Advisor in connection with the transactions contemplated by this Agreement      
exceed $28,000,000.                                                             

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SECTION 2.19.  Tax Status.  To the Knowledge of Powertel after due    
investigation, neither Powertel nor any of its Affiliates has taken any action  
or failed to take any action which action or failure would (i) jeopardize the   
qualification of the Merger as a reorganization within the meaning of Section   
368(a) of the Code or (ii) cause the stockholders of Powertel, other than any   
such stockholder that would be a "five-percent transferee shareholder" of DT    
(within the meaning of U.S. Treasury Regulations Section 1.367(a)-3(c)(5))      
following the Merger, to recognize gain pursuant to Section 367(a) of the Code. 
To the Knowledge of Powertel after due investigation, there are no facts or     
circumstances relating to Powertel or its Affiliates, including any covenants or
undertakings of Powertel pursuant to this Agreement, that would prevent Morris, 
Manning & Martin, LLP from delivering the opinion referred to in Section 6.02(d)
as of the date hereof.                                                          

  SECTION 2.20.  Contracts.  Except as set forth in the Powertel Filed SEC
Documents or in SCHEDULE 2.20, and except for this Agreement, the Alternative   
Merger Agreement and the agreements referenced hereby and thereby, neither      
Powertel nor any of the Powertel 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 could have a Material Adverse Effect on Powertel; (ii) any             
non-competition agreement or any similar agreement or obligation which          
materially limits or could materially limit Powertel or any of the Powertel     
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 Powertel or any of the Powertel Subsidiaries is providing or  
is required to provide management or technical services to any other Person.    
Taken as a whole, the contracts and agreements required to be filed by Powertel 
with the SEC together with the contracts and agreements required to be set forth
on SCHEDULE 2.20 are collectively referred to as the "POWERTEL CONTRACTS". With 
such exceptions as, individually or in the aggregate, have not had, and could   
not be reasonably expected to have, a Material Adverse Effect on Powertel, (x)  
each of the Powertel Contracts is valid and in full force and effect (except to 
the extent they have previously expired with no residual obligation in          
accordance with their terms), and (y) except as set forth in SCHEDULE 2.20,     
neither Powertel nor any of the Powertel 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 Powertel Contract. To the knowledge of Powertel, no counterparty to any    
such Powertel Contract 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 Powertel     
Contract, 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 Powertel. Neither Powertel nor any of the Powertel            
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 Powertel or
the Powertel Subsidiaries. Powertel has provided or made available to DT a copy 
of each agreement described in item (i), (ii) and (iii) above. The designation  
or definition of Powertel Contracts for purposes of this Section 2.20 and the   
disclosures made pursuant hereto shall not be construed or utilized to expand,  
limit or define the terms "material" and "Material Adverse Effect" as otherwise 
referenced and used in this Agreement.                                          

     SECTION 2.21.  Vote Required.  The only vote of the holders of any class or
series of capital stock of Powertel necessary to approve this Agreement and the 
transactions contemplated hereby is the Powertel Stockholder Approval. As of the
date hereof, the Powertel Principal Stockholders have the requisite voting power
to satisfy the Powertel Stockholder Approval.                                   

SECTION 2.22.  Transactions with Affiliates.  Except as described in  
SCHEDULE 2.22 or in the Powertel Filed SEC Documents, to Powertel's Knowledge,  
no director or executive officer of Powertel or any 5% or greater stockholder of
Powertel is at the date hereof a party to any transaction with Powertel or any  
of the Powertel Subsidiaries in which the amount involved exceeds $60,000,      
including any contract or arrangement providing for the furnishing of services  
to or by, providing for rental of real or personal                              

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property (including intellectual property) to or from, or otherwise requiring   
payments to or from Powertel or any of the Powertel Subsidiaries.               

ARTICLE 3 

REPRESENTATIONS AND WARRANTIES OF DT

   Except as disclosed in the DT Filed SEC Documents and except as set forth
in the DT disclosure schedules attached to this Agreement (it being agreed that 
disclosure of any item in the schedules shall be deemed disclosure with respect 
to any section of this Agreement to which the relevance of such is reasonably   
apparent), (i) DT hereby represents and warrants as of the date hereof as       
follows (except to the extent any of the following relates to Merger Sub), and  
(ii) Merger Sub hereby represents and warrants as of September 28, 2000) to     
Powertel as follows (but only to the extent any of the following relates to     
Merger Sub):                                                                    

    SECTION 3.01.  Organization; Subsidiaries.  DT and each of its Significant
Subsidiaries, as listed on SCHEDULE 3.01 hereto, and Merger Sub is a corporation
duly organized, validly existing and in good standing under the laws of its     
jurisdiction of incorporation or organization. Each of DT and its Subsidiaries  
has the requisite corporate power and authority and any necessary franchise,    
grant, authorization, license, permit, easement, variance, exception, consent,  
certificate, approval and order of any Governmental or Regulatory Authority     
necessary for DT or any of its Subsidiaries to own, operate or lease the        
properties that it purports to own, operate or lease and to carry on its        
business as it is now being conducted (the "DT PERMITS"), and is duly qualified 
to do business, and is in good standing, in each jurisdiction where the         
character of its properties owned, operated or leased or the nature of its      
activities makes such qualification necessary, except for such failure which,   
when taken together with all other such failures, would not reasonably be       
expected to have a Material Adverse Effect on DT or materially delay the        
consummation of the Merger.                                                     

SECTION 3.02.  Certificate of Incorporation and Bylaws.  DT is an     
Aktiengesellschaft organized and existing under the laws of the Federal Republic
of Germany. DT has heretofore furnished, or otherwise made available, to        
Powertel a complete and correct copy of the Memorandum and Articles of          
Association (SATZUNG) and Management Board (VORSTAND) Rules of Procedure        
(GESCHAFTSORDNUNG), each as amended to the date hereof, of DT. Such Memoranda   
and Articles of Association (SATZUNG), Management Board (VORSTAND) Rules of     
Procedure (GESCHAFTSORDNUNG), are in full force and effect. DT is not in        
violation of any of the provisions of its Memorandum or Articles of Association 
(SATZUNG) or, in any material respect, its Management Board (VORSTAND) Rules of 
Procedure (GESCHAFTSORDNUNG).                                                   

   SECTION 3.03.  Capital Structure.  (a) As of the date hereof, DT's stated
share capital (GRUND KAPITAL) amounts to Euro 7,755,786,327.04 divided into     
3,029,604,034 ordinary shares, all of which, as of the date hereof, are issued  
and outstanding and not held in the Treasury of DT, and DT's authorized capital 
(GENEHMIGTES KAPITAL) available for the issuance of new DT Shares against       
contributions in kind amounts to up to Euro 3,865,093,163.52, as set forth in   
Section 5 of the Articles of Association of DT. As of the date hereof, 4,969,388
shares were held in the treasury of DT (EIGENE AKTIEN). Except as set forth on  
SCHEDULE 3.03 and except for the VoiceStream Merger Agreement, there are no     
outstanding DT Equity Rights on the date hereof. For purposes of this Agreement,
"DT EQUITY RIGHTS" shall mean subscriptions, options, warrants, calls,          
commitments, agreements, conversion rights or other rights of any character     
(contingent or otherwise) to purchase or otherwise acquire from DT or any of    
DT's Significant Subsidiaries at any time, or upon the happening of any stated  
event, any shares of the capital stock or other voting or non-voting securities 
of DT.                                                                          

(b) All of the issued and outstanding capital stock of DT is validly  
issued, fully paid and nonassessable. All DT Depositary Shares and DT Ordinary  
Shares to be issued as Merger Consideration will be, when issued, validly       
issued, fully paid and nonassessable.                                           

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(c) Except as disclosed on SCHEDULE 3.03 hereto, all the outstanding  
capital stock of each of DT's Significant Subsidiaries which is owned by DT is  
duly authorized, validly issued, fully paid and nonassessable, and is owned by  
DT free and clear of any liens, security interest, pledges, agreements, claims, 
charges or encumbrances except for any liens, security interest, pledges,       
agreements, claims, charges or encumbrances which would not, individually or in 
the aggregate, have a Material Adverse Effect on DT. Except as set forth on     
SCHEDULE 3.03 or in connection with the VoiceStream Merger Agreement or, with   
respect to Merger Sub, as otherwise contemplated by this Agreement, there are no
existing subscriptions, options, warrants, calls, commitments, agreements,      
conversion rights or other rights of any character (contingent or otherwise) to 
purchase or otherwise acquire from DT or any of DT's Significant Subsidiaries or
Merger Sub at any time, or upon the happening of any stated event, any shares of
the capital stock or other voting or non-voting securities of any DT Subsidiary 
or Merger Sub, whether or not presently issued or outstanding (except for rights
of first refusal to purchase interests in Subsidiaries which are not            
wholly-owned by DT), and there are no outstanding obligations of DT or any of   
DT's Significant Subsidiaries or Merger Sub to repurchase, redeem or otherwise  
acquire any shares of capital stock or other voting or non-voting securities of 
any of DT's Subsidiaries, other than such as would not, individually or in the  
aggregate, have a Material Adverse Effect on DT. The Merger Sub Common Stock    
constitutes and, to the knowledge of DT, as of the Closing Date, will constitute
all of the outstanding capital stock of Merger Sub and, except as provided in   
the last sentence of Section 1.01(b), DT owns 100 percent of the outstanding    
capital stock of Merger Sub.                                                    

 SECTION 3.04.  Authority.  (a) DT has the necessary corporate power and
authority to enter into this Agreement and the Powertel Stockholder Agreements  
and to carry out its obligations hereunder and thereunder. The execution and    
delivery of this Agreement and the Stockholders Agreement by DT and the         
consummation by DT of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action on the part of DT, including  
by the Management Board (VORSTAND) of DT, and the Supervisory Board             
(AUFSICHTSRAT) of DT of this Agreement and the Stockholders Agreement (except   
for the determination by the Board of Management which will be made pursuant to 
Section 205(2) of the German Act and except for the application to be filed with
the Commercial Register). This Agreement and the Stockholders Agreement have    
been duly executed and delivered by DT and, assuming the due authorization,     
execution and delivery thereof by the other Parties, constitutes legal, valid   
and binding obligations of DT, enforceable against it in accordance with their  
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium 
or other laws relating to or affecting the rights and remedies of creditors     
generally and to general principles of equity (regardless of whether considered 
in a proceeding in equity or at law).                                           

 (b) Merger Sub has the necessary corporate power and authority to enter
into this Agreement and to carry out its obligations hereunder. The execution   
and delivery of this Agreement and the consummation by Merger Sub of the        
transactions contemplated hereby have been duly authorized by all necessary     
corporate action on the part of Merger Sub and its stockholder. This Agreement  
has been duly executed and delivered by Merger Sub and, assuming the due        
authorization, execution and delivery thereof by the other Parties hereto,      
constitutes the legal, valid and binding obligation of Merger Sub, enforceable  
against it in accordance with its terms, subject to applicable bankruptcy,      
insolvency, reorganization, moratorium or other laws relating to or affecting   
the rights and remedies of creditors generally and to general principles of     
equity (regardless of whether considered in a proceeding in equity or at law).  

   SECTION 3.05.  No Conflict; Required Filings and Consents.  (a) Except as
set forth on SCHEDULE 3.05 or as described in subsection (b) below, the         
execution and delivery of this Agreement and the Stockholders Agreement by DT,  
or as applicable, by Merger Sub do not, and the performance of this Agreement   
and the Stockholders Agreement by DT, or as applicable, by Merger Sub will not, 
(i) violate or conflict with the Memorandum and Articles of Association         
(SATZUNG) or the Management Board (VORSTAND) Rules of Procedure                 
(GESCHAFTSORDNUNG) of DT, (ii) conflict with or violate any law, regulation,    
court order, judgment or decree applicable to DT, any of its Significant        
Subsidiaries or Merger Sub or by which any of their respective property is bound
or affected, (iii) violate or conflict with the Memorandum and Articles of      
Association (SATZUNG) or the Management Board                                   

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(VORSTAND) Rules of Procedure (GESCHAFTSORDNUNG) of any Subsidiaries of DT or   
the certificate of incorporation or bylaws of Merger Sub or (iv) result in any  
breach of or constitute a default (or an event which with notice or lapse of    
time or both would become a default) under, or give to others any rights of     
termination or cancellation of, or result in the creation of a lien or          
encumbrance on any of the properties or assets of DT or any of its Significant  
Subsidiaries or Merger Sub pursuant to, or result in the loss of any material   
benefit or right, including the benefit of any standstill agreement, or result  
in an acceleration of any rights or amounts due resulting from a change of      
control or otherwise, or require the consent of any other party to, any         
contract, instrument, DT Permit, license or franchise to which DT or any of its 
Significant Subsidiaries or Merger Sub is a party or by which DT or any of such 
Subsidiaries or Merger Sub, or any of their respective property is bound or     
affected, except, in the case of clauses (ii), (iii) and (iv) above, for        
conflicts, violations, breaches, defaults, rights, results or consents which,   
individually or in the aggregate, would not have a Material Adverse Effect on DT
or materially delay the consummation of the Merger.                             

     (b) Except for applicable requirements, if any, of state, local, or foreign
regulatory laws and commissions, the FCC, the Exchange Act, the premerger       
notification requirements of the HSR Act, Council Regulation (EEC) No. 4064/89, 
if required, filing of a notice pursuant to Section 721 of Exon-Florio, filing  
and recordation of appropriate merger or other documents as required by Delaware
Law and any filings required pursuant to any state securities or "blue sky" laws
or the rules of any applicable stock exchanges (the "DT REQUIRED APPROVALS" and 
together with the Powertel Required Approvals, the "REQUIRED REGULATORY         
APPROVALS"), neither DT nor any of its Subsidiaries nor Merger Sub is required  
to submit any notice, report or other filing with any Governmental or Regulatory
Authority in connection with the execution, delivery or performance of this     
Agreement and the Stockholders Agreement, as applicable. Except as set forth in 
the immediately preceding sentence, no waiver, consent, approval or             
authorization of any Governmental or Regulatory Authority is required to be     
obtained by DT or any of its Subsidiaries in connection with its execution,     
delivery or performance of this Agreement and the Stockholders Agreement.       

 SECTION 3.06.  SEC Filings; Financial Statements.  (a) DT has filed all
forms, reports and documents required to be filed with the SEC since January 1, 
1999, and has heretofore made available to Powertel, in the form filed with the 
SEC, together with any amendments and exhibits thereto, (i) its Annual Report on
Form 20-F for the fiscal year ended December 31, 1999 and (ii) all other reports
or registration statements filed by DT with the SEC since January 1, 1999       
(collectively, the "DT SEC DOCUMENTS"). The DT SEC Documents (i) were prepared  
substantially in accordance with the requirements of the Securities Act or the  
Exchange Act, as the case may be, and the rules and regulations promulgated     
under each of such respective acts and (ii) did not at the time they were filed 
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements      
therein, in the light of the circumstances under which they were made, not      
misleading.                                                                     

     (b) The financial statements (the "DT FINANCIAL STATEMENTS"), including all
related notes and schedules, contained in the DT SEC Documents (or incorporated 
by reference therein) fairly present the consolidated financial position of DT  
and its Subsidiaries as at the respective dates thereof and the consolidated    
results of operations and cash flows of DT and its Subsidiaries for the periods 
indicated in accordance with generally accepted accounting principles in Germany
(with a reconciliation to GAAP in accordance with SEC rules) applied on a       
consistent basis throughout the periods involved (except for changes as         
disclosed in the notes thereto) and subject in the case of interim financial    
statements to normal year-end adjustments.                                      

   SECTION 3.07.  Absence of Certain Changes or Events.  Except as permitted
by this Agreement or the VoiceStream Merger Agreement or consented to by        
Powertel hereunder or as disclosed in the documents filed by DT with the SEC and
publicly available prior to the date of this Agreement (the "DT FILED SEC       
DOCUMENTS"), (a) since December 31, 1999, there has not been any Material       
Adverse Effect on DT, and (b) DT and its Subsidiaries, taken as a whole, have   
not incurred since December 31, 1999 any material liabilities or obligations    
except (i) liabilities or obligations (A) which are accrued or reserved         

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against in the DT Financial Statements or reflected in the notes thereto or (B) 
which were incurred after December 31, 1999 in the ordinary course of business  
and consistent with past practices, (ii) liabilities or obligations which have  
been discharged or paid in full prior to the date hereof in the ordinary course 
of business and (iii) liabilities and obligations which are of a nature not     
required to be reflected in the consolidated financial statements of DT and its 
Subsidiaries prepared in accordance with GAAP.                                  

 SECTION 3.08.  Litigation.  As of the date hereof, there are no claims,
actions, suits, proceedings or investigations pending or, to DT's Knowledge,    
threatened against DT or any of its Subsidiaries, or any properties or rights of
DT or any of its Subsidiaries, before any Governmental or Regulatory Authority  
that would reasonably be expected to result in an adverse judgment or           
determination against DT or any of its Subsidiaries, except for those that are  
not, individually or in the aggregate, reasonably likely to have a Material     
Adverse Effect on DT or prevent or materially delay the consummation of the     
Merger except as set forth on SCHEDULE 3.08 hereof.                             

SECTION 3.09.  No Violation of Law.  The business of DT and its       
Subsidiaries is not being conducted in violation of any Legal Requirements or in
violation of any DT Permits, except for possible violations none of which,      
individually or in the aggregate, would reasonably be expected to have a        
Material Adverse Effect on DT or prevent or materially delay the consummation of
the Merger. Except as disclosed in DT SEC Documents filed prior to the date     
hereof and as set forth on SCHEDULE 3.09 hereto, as of the date hereof, no      
investigation, review or proceeding by any Governmental or Regulatory Authority 
(including, without limitation, any stock exchange or other self-regulatory     
body) with respect to DT or its Subsidiaries in relation to any alleged         
violation of law or regulation is pending or, to DT's Knowledge, threatened, nor
has any Governmental or Regulatory Authority (including, without limitation, any
stock exchange or other self-regulatory body) indicated in writing an intention 
to conduct the same, except for such investigations which, if they resulted in  
adverse findings, would not reasonably be expected to have, individually or in  
the aggregate, a Material Adverse Effect on DT.                                 

SECTION 3.10.  Information Provided by DT.  None of the information   
supplied or to be supplied by or on behalf of DT for inclusion or incorporation 
by reference in the Registration Statement will, at the time the Registration   
Statement becomes effective under the Securities Act, 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, in light of the     
circumstances under which they were made, not misleading. None of the           
information supplied or to be supplied by or on behalf of DT for inclusion or   
incorporation by reference in the Powertel Proxy Statement will, at the date    
mailed to stockholders of Powertel and at the time of the Powertel Stockholders'
Meeting, 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. The Registration Statement (except for information relating solely  
to Powertel) will comply as to form in all material respects with the provisions
of the Securities Act and the rules and regulations promulgated thereunder. None
of the information supplied or to be supplied by or on behalf of DT for         
inclusion or incorporation by reference in the German Listing Prospectus will,  
at the time the German Listing Prospectus is published, 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, in light of the     
circumstances under which they were made, not misleading. None of the           
information supplied or to be supplied by or on behalf of DT for inclusion or   
incorporation by reference in the auditor's report to be prepared pursuant to   
Section 183(3) of the German Act will, at the time the report is filed with the 
Commercial Register, 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, in light of the circumstances under which they were made,   
not misleading.                                                                 

SECTION 3.11.  Board Action; Vote Required.  (a) The Management Board 
(VORSTAND) and the Supervisory Board (AUFSICHTSRAT) of DT have determined that  
the transactions contemplated by this Agreement and the Stockholders Agreement  
are advisable and in the best interests of DT and its shareholders.             

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(b) No vote of holders of any class or series of DT capital stock,    
including, without limitation, holders of DT Ordinary Shares or DT Depositary   
Shares, is required for the approval or entering into of this Agreement or the  
consummation of the transactions contemplated hereby, including the Merger.     

 SECTION 3.12.  Brokers.  Except for Donaldson, Lufkin & Jenrette, or as
indicated in writing to Powertel on or prior to February 8, 2001, no broker,    
finder or investment banker is entitled to any brokerage, finder's or investment
banking fee in connection with the transactions contemplated by this Agreement  
based upon arrangements made by or on behalf of DT or any of its Subsidiaries.  

SECTION 3.13.  Tax Matters.  Except as set forth on SCHEDULE 3.13 and 
except to the extent that the failure of the following representations to be    
true, whether considered individually or in the aggregate, would not have a     
Material Adverse Effect on DT:                                                  

         (a) All Tax Returns required to be filed by DT or its Subsidiaries on
   or prior to the Effective Time have been or will be timely filed with the
appropriate Governmental or Regulatory Authorities and are or will be 
    correct in all respects, and all Taxes due by DT or its Subsidiaries on or
prior to the Effective Time have been, or will be, timely paid;       

        (b) There are no liens (except for statutory liens for current Taxes
  not yet due and payable) against any domestic or foreign assets of DT or
any of its Subsidiaries resulting from any unpaid Taxes;              

         (c) No audit or other proceeding with respect to Taxes due from DT or
any of its Subsidiaries, or any Tax Return of DT or any of its        
    Subsidiaries, is pending, threatened in writing, or being conducted by any
Governmental or Regulatory Authority;                                 

       (d) No extension of the statute of limitations on the assessment of
any Taxes has been granted by DT or any of its Subsidiaries and is    
currently in effect;                                                  

      (e) Neither DT nor any of its Subsidiaries has taken any action or
  knows of any fact that is reasonably likely to (i) prevent or impede the
  Merger from qualifying as a reorganization within the meaning of Section
   368(a) of the Code or (ii) cause the stockholders of Powertel, other than
    any such stockholder that would be a "five-percent transferee shareholder"
of DT (within the meaning of U.S. Treasury Regulations Section        
1.367(a)-3(c)(5)) following the Merger, to recognize gain pursuant to 
Section 367(a) of the Code; and                                       

          (f) The assets of DT do not consist wholly or principally of immovable
    property situated within Germany within the meaning of Article 13(2)(b) of
the Income Tax Treaty between Germany and the United States.          

SECTION 3.14.  Ownership of Securities.  Except pursuant to the       
Stockholders Agreement or as set forth on SCHEDULE 3.14, as of the date hereof, 
neither DT nor, to DT's Knowledge, any of its Subsidiaries, beneficially owns,  
directly or indirectly, or is party to any agreement, arrangement or            
understanding for the purpose of acquiring, holding, voting or disposing of, in 
each case, shares of capital stock of Powertel (other than shares held by DT    
Benefit Plans). Except as set forth on SCHEDULE 3.14, DT owns no shares of      
Powertel Common Stock which would constitute Excluded Powertel Shares.          

SECTION 3.15.  Licenses.  DT and each of its Subsidiaries are the     
authorized legal holders or otherwise have rights to all material Permits and   
licenses and operating rights necessary for the operation of their business as  
presently operated, except for such failures as would not reasonably be expected
to have a Material Adverse Effect on DT (collectively, the "DT LICENSES"). As of
the date hereof there is not pending and, to DT's Knowledge, there is not       
threatened, any action by or before any Governmental or Regulatory Authority to 
revoke, suspend, cancel, rescind or modify in any material respect any of the DT
Licenses which action would reasonably be expected to have a Material Adverse   
Effect on DT.                                                                   

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ARTICLE 4 

CONDUCT OF BUSINESS PENDING THE MERGER

    SECTION 4.01.  Conduct of Business by Powertel Pending the Merger.  During
the period from the date of this Agreement until the earlier of the Effective   
Time or the termination of this Agreement, Powertel shall, and shall cause each 
of the Powertel Subsidiaries to, in all material respects, except as            
contemplated by this Agreement or the Alternative Merger Agreement or as        
disclosed in the disclosure schedules to this Agreement (including, without     
limitation, disclosures regarding the DiGiPH Transaction) or unless DT shall    
otherwise agree in writing in advance of the specific action taken, carry on its
business in the ordinary course. Without limiting the generality of the         
foregoing, and except as otherwise expressly contemplated by this Agreement     
(including Section 1.07) or the Alternative Merger Agreement or as disclosed in 
the disclosure schedules to this Agreement, during such period, Powertel shall  
not, and shall not permit any of the Powertel Subsidiaries to, without the prior
written consent of DT:                                                          

        (a) except for regularly scheduled dividends payable on the Series E
  Preferred Shares and Series F Preferred Shares in Powertel Common Stock,
(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 Powertel    
  Subsidiary to its parent, and except that Powertel shall be permitted to
   acquire shares of Powertel Common Stock, from time to time, to the extent
     required by (A) Section 5.4 of the Restated Certificate of Incorporation of
Powertel and (B) any Powertel Stock Option Plan in connection with the
 exercise of options and other rights granted thereunder; 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,
except for issuances of Powertel Common Stock or Powertel Common Stock
     Equivalents as set forth in Schedule 4.01(b) or deliveries of shares of its
 capital stock pursuant to contractual obligations existing prior to the
execution of this Agreement and which are otherwise disclosed in this 
Agreement or the disclosure schedules hereto;                         

      (c) amend the Restated Certificate of Incorporation of Powertel or
 Restated By-laws of Powertel or other similar organizational documents;

       (d) adopt, amend or propose to amend any stockholder rights plan or
related rights plan;                                                  

     (e) acquire, or agree to acquire, in a single transaction or in a
   series of related transactions, any business, corporation or partnership,
    or substantially all of the assets of any of the foregoing, other than (i)
transactions which involve individually or in the aggregate a purchase
 price not in excess of $500,000, (ii) capital expenditures described in
    Section 4.01(f) below and (iii) transactions in connection with the DiGiPH
Transaction;                                                          

    (f) make or agree to make any new capital expenditure other than
capital expenditures (i) in fiscal year 2000 that are contemplated by 
Powertel's capital budget for fiscal year 2000, provided the aggregate
   amount of such capital expenditures is less than $177 million, or (ii) in
fiscal year 2001 that are contemplated by Powertel's business plan for
fiscal year 2001, as approved by the Board of Directors of Powertel,  
 provided the aggregate amount of such capital expenditures is less than
$181.5 million;                                                       

        (g) 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 as set forth on SCHEDULE 4.01(G) or in connection with
    transactions that are in the ordinary course of business and which involve
    assets having a current value not in excess of $500,000 individually or in
the aggregate (for avoidance of                                       

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doubt, the sale, lease, license, encumbrance or other disposition of  
     Powertel FCC Licenses or other material assets shall not be in the ordinary
course of business);                                                  

     (h) increase the salary, wages, stipends, bonuses or reimbursable
allowances payable or to become payable to its directors or officers, 
except for increases for officers 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 new Powertel Benefit Plan for the benefit of,
 any director, officer or employee, except, in each case in the ordinary
 course of business consistent with past practices or adopt or amend any
    Powertel Benefit Plan except those specifically set forth in Annex 5.18 or
   take any action inconsistent with the provisions set forth in Annex 5.18,
     provided, that the aggregate increase in such compensation shall not exceed
5% of the previous year's amount (including those with respect to the 
   timing and amount of, and persons entitled to, grants and awards), as may
  be required by the terms of any such Powertel Benefit Plan, or to comply
    with applicable law or as permitted by Section 4.01(b), provided, further,
that nothing in this Section 4.01(h) shall restrict the ability of    
 Powertel's Board of Directors to take the action contemplated by and to
     comply with the terms of the severance, retention and other arrangements as
   set forth in Annex 5.18 and to adopt appropriate resolutions with respect
to persons who are officers or directors (including persons who are   
   directors by deputization) of Powertel to cause the transactions relating
   to the Merger that may be considered dispositions under Section 16 of the
Exchange Act for such persons to be exempt from such Section;         

      (i) except as may be required as a result of a change in law or in
GAAP, make any change in its method of accounting or its fiscal year; 

         (j) except in connection with the transactions contemplated hereby or
in the ordinary course of business, enter into, modify in any material
   respect, amend in any material respect or terminate any material contract
 or agreement to which Powertel or any of the Powertel Subsidiaries is a
     party, or waive, release or assign any material rights or claims, except to
   the extent that such contract, agreement, modification or amendment would
   not reasonably be expected to have a Material Adverse Effect on Powertel;

  (k) amend any term of any of its outstanding securities in any
material respect;                                                     

     (l) adopt a plan or agreement of complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or
other material reorganization;                                        

       (m) incur, assume or guarantee any material Indebtedness, including
  any refinancing of existing Indebtedness, for borrowed money unless such
Indebtedness is prepayable at the election of Powertel on or after the
Closing Date and the aggregate prepayment penalty and all other fees  
associated with such Indebtedness do not exceed $1,000,000;           

       (n) create, incur, assume or suffer to exist any material Lien upon
 any of its property or assets, whether now owned or hereafter acquired,
   other than Liens incurred in the ordinary course of business or to secure
     Indebtedness, Liens arising by operation of law and not yet due and payable
    or other obligations permitted by this Agreement (including refinancing of
existing Indebtedness);                                               

       (o) create, incur, assume or suffer to exist any obligation whereby
Powertel or Powertel Subsidiaries guarantee any Indebtedness, leases, 
dividends or other obligations of any third party;                    

      (p) make any loan or capital contributions to or investment in any
  Person, other than in the ordinary course of business or as set forth in
  SCHEDULE 4.01(p), as required in connection with the DiGiPH Transaction,
and loans or capital contributions to or investments in wholly owned  
Powertel Subsidiaries;                                                

         (q) enter into any agreement or arrangement that materially limits or
     otherwise materially restricts Powertel or any of the Powertel Subsidiaries
or any successor thereto or that could, after the Effective Time,     
  reasonably be expected to materially limit or restrict DT, any of the DT
    Subsidiaries or the Surviving Corporation from engaging in the business of
providing wireless communications                                     

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   services or developing wireless communications technology anywhere in the
world or otherwise from engaging in any other business;               

(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 could reasonably be expected to make any representation or
warranty of Powertel hereunder inaccurate and have a Material Adverse 
Effect on Powertel at the Effective Time;                             

          (u) adopt, amend or propose to amend any Powertel Benefit Plan or make
     any discretionary contributions to any ERISA Benefit Plan other than as may
be required by law or as may be required to maintain compliance with  
  provisions of the Code; provided, however, that Powertel (1) may make an
annual 3% of compensation profit sharing contribution and (2) may make
   matching contributions of 50% of the first 2% of compensation contributed
by participants, to Powertel's profit sharing Code sec. 401(k) plan   
(similar to past practices);                                          

 (v) enter into (i) leveraged derivative contracts (defined as
   contracts that use a factor to multiply the underlying index exposure) or
 (ii) other derivative contracts except for the purpose of hedging known
interest rate and foreign exchange exposures or otherwise reducing    
Powertel's cost of financing; provided, however, that employee stock  
ownership plans and other pension and deferred compensation plans of  
Powertel may enter into derivative contracts as part of their ordinary
course investment strategy;                                           

          (w) file any amended Tax Returns if the result of such amendment would
result in a material increase of Powertel tax liability;              

        (x) take any action which could reasonably be expected to materially
   adversely affect or materially delay the ability of any of the Parties to
obtain any Required Regulatory Approval or consummate the transactions
contemplated hereby;                                                  

         (y) take any action that would be reasonably likely to (i) prevent or
     impede the Merger from qualifying as a reorganization within the meaning of
  Section 368(a) of the Code or (ii) cause the stockholders of Powertel to
recognize gain pursuant to Section 367(a) of the Code;                

       (z) other than pursuant to this Agreement, take any action to cause
the Powertel Common Stock to cease to be quoted on Nasdaq;            

    (aa) Notwithstanding anything in this Agreement to the contrary,
    during the period of time beginning on the fifth Business Day prior to the
Effective Time and extending until and including the Effective Time,  
    Powertel shall not take or omit to take any action that could increase the
     number of shares of Powertel Stock outstanding on a fully diluted basis; or

         (bb) enter into any contract, agreement, commitment or arrangement to
do any of the foregoing.                                              

    SECTION 4.02.  Conduct of Business by DT.  Except as set forth on SCHEDULE
4.02 hereto or as otherwise expressly contemplated by this Agreement, DT agrees 
on behalf of itself and its Subsidiaries that they will not, between the date   
hereof and the Effective Time, directly or indirectly, do any of the following  
without the prior written consent of Powertel:                                  

          (a) except as may be necessary or required for the purpose of using or
   increasing any or all of DT's authorized capital (GENEHMIGTES KAPITAL) or
  necessary for the conduct of its business, amend or propose to amend the
Memorandum and Articles of Association (SATZUNG) or Management Board  
(VORSTAND) Rules of Procedure (GESCHAFTSORDNUNG) (or other comparable 
organizational document) of DT in any manner that would be adverse to 
Powertel or its stockholders;                                         

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         (b) take any action that would reasonably be likely to (i) prevent or
     impede the Merger from qualifying as a reorganization within the meaning of
  Section 368(a) of the Code or (ii) cause the stockholders of Powertel to
recognize gain pursuant to Section 367(a) of the Code; or             

         (c) take any action that would reasonably be likely to (i) materially
adversely affect the ability of the Parties to obtain any Required    
   Regulatory Approval or to consummate the transactions contemplated hereby
  or (ii) materially delay the ability of any of the Parties to obtain any
     Required Regulatory Approval or to consummate the transactions contemplated
     hereby; provided, however, that this Section 4.02(c) shall not preclude any
     acquisitions by DT or any of its Subsidiaries so long as such acquisitions,
    individually or in the aggregate, are not reasonably likely to prevent the
consummation of the Merger.                                           

   SECTION 4.03.  No Solicitation.  (a) From and after the date hereof until
the earlier of the Effective Time or the termination of this Agreement, Powertel
shall not, nor shall it permit any of the Powertel Subsidiaries to, nor shall   
they authorize or instruct any of their respective officers, directors or       
employees to, and shall use their reasonable efforts to cause any investment    
banker, financial advisor, attorney, accountants or other representatives       
retained by them or any of their respective Subsidiaries not to, directly or    
indirectly through another person, (i) solicit, initiate or knowingly encourage 
(including by way of furnishing information), or knowingly take any other action
designed to facilitate, any Alternative Transaction (as defined below), or (ii) 
continue or participate in any discussions or negotiations regarding any        
Alternative Transaction; provided, however, that if, at any time prior to the   
time that the Powertel Stockholders' Approval is obtained, the Board of         
Directors of Powertel receives an unsolicited bona fide proposal and determines 
in good faith and after the receipt of advice from outside counsel that         
providing information to the Third Party (as defined below), making such        
proposal or participating in negotiations or discussions with the Third Party is
reasonably expected to result in a Powertel Superior Proposal (as defined below)
and if Powertel has fully and completely complied with its obligations under    
this Section 4.03, Powertel may, subject to giving DT three Business Days'      
advance written notice of its intention to do so and obtaining a confidentiality
agreement from the Third Party substantially similar to the Confidentiality     
Agreement between Powertel and DT dated as of August 16, 2000 (the              
"CONFIDENTIALITY AGREEMENT"), (x) furnish information to such Third Party with  
respect to Powertel and the Powertel Subsidiaries and (y) engage in discussions 
and negotiations regarding such proposal.                                       

       (b) Powertel will notify DT promptly (but in no event later than 24
hours) after receipt by Powertel (or any of its advisors) of any      
Alternative Transaction, or of any request (other than in the ordinary
course of business and not related to an Alternative Transaction) for 
non-public information relating to Powertel or any of the Powertel    
    Subsidiaries or for access to the properties, books or records of Powertel
or any of the Powertel Subsidiaries by any Person who is known to be  
     considering making, or has made, an Alternative Transaction. Powertel shall
 provide such notice orally and in writing and shall identify the Person
   making, and the terms and conditions of, any such Alternative Transaction
   or request. Powertel shall keep DT fully informed, on a prompt basis (but
     in any event no later than 24 hours), of the status and details of any such
 Alternative Transaction or request. Powertel shall, and shall cause the
Powertel Subsidiaries and the directors, employees and other agents of
     Powertel and the Powertel 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 Alternative
Transaction.                                                          

         (c) Powertel (i) agrees not to release any Third Party from, or waive
   any provision of, or fail to enforce, any standstill agreement or similar
agreement to which it is a party related to, or which could affect, an
 Alternative Transaction and agrees that DT shall be entitled to enforce
Powertel's rights and remedies under and in connection with such      
    agreements, and (ii) acknowledges that the provisions of clause (i) are an
  important and integral part of this Agreement. Nothing contained in this
    Section 4.03 or in Section 5.02 shall prohibit Powertel (x) from complying
     with Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act, or (y)
from making any disclosure to its stockholders if, in the good faith  
judgment of the Board of Directors of Powertel, after receipt of      

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advice from outside counsel, failure to disclose would result in a    
    reasonable likelihood that the Board of Directors of Powertel would breach
its duties to Powertel's stockholders under Delaware Law.             

    For purposes of this Agreement, "ALTERNATIVE TRANSACTION" means a proposal
or intended proposal, regarding any of (i) a transaction or series of           
transactions pursuant to which any Person (or "group" of Persons) other than a  
Party and its Subsidiaries (a "THIRD PARTY") acquires or would acquire, directly
or indirectly, "beneficial ownership" (as such terms are defined in or          
interpreted for purposes of Rule 13d-3 under the Exchange Act) of more than     
twenty percent (20%) of the voting power of the outstanding capital stock of    
Powertel or pursuant to a tender offer or exchange offer or otherwise, (ii) any 
acquisition or proposed acquisition of, or business combination with Powertel or
any of the Powertel Subsidiaries, as applicable, by a merger or other business  
combination (including any so-called "merger-of-equals" and whether or not      
Powertel or any of the Powertel Subsidiaries, as the case may be, is the entity 
surviving any such merger or business combination) or (iii) any other           
transaction pursuant to which any Third Party acquires or would acquire,        
directly or indirectly, control of assets (including for this purpose the       
outstanding equity securities of the Powertel Subsidiaries and any entity       
surviving the merger or business combination including any of them) of Powertel 
or any of the Powertel Subsidiaries, as the case may be, for consideration equal
to twenty percent (20%) or more of the fair market value of all of the          
outstanding shares of Powertel capital stock on the date of this Agreement;     
provided, that for purposes of this Agreement the term "Alternative Transaction"
does not include the proposed acquisition of Powertel by VoiceStream as         
contemplated by the Alternative Merger Agreement.                               

 SECTION 4.04.  Subsequent Financial Statements.  Powertel, prior to the
Effective Time, will timely file with the SEC each Annual Report on Form 10-K,  
Quarterly Report on Form 10-Q and Current Report on Form 8-K required to be     
filed by it under the Exchange Act and the rules and regulations promulgated    
thereunder and will promptly deliver to DT copies of each such report filed with
the SEC. DT will timely file with the SEC each Annual Report on Form 20-F and   
Report on Form 6-K required to be filed by it under the Exchange Act and the    
rules and regulations promulgated thereunder and will promptly deliver to       
Powertel copies of each such report filed with the SEC. As of their respective  
dates, none of such reports shall 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, in light of the circumstances under which they  
were made, not misleading. The respective audited financial statements and      
unaudited interim financial statements of each of Powertel and DT, as the case  
may be, included in such reports will fairly present the financial position of  
such Party and its Subsidiaries as at the dates thereof and the results of their
operations and cash flows for the periods then ended in accordance with GAAP    
(with a reconciliation to GAAP in accordance with SEC rules in the case of      
Powertel) or generally accepted accounting principles in Germany (in the case of
DT) applied on a consistent basis and, subject, in the case of unaudited interim
financial statements, to normal year-end adjustments and any other adjustments  
described therein.                                                              

    SECTION 4.05.  Control of Operations.  Nothing contained in this Agreement
shall be deemed to give DT, directly or indirectly, the right to "control" or   
"direct", as such terms are construed under applicable rules or regulations of  
the FCC, Powertel's operations prior to the Effective Time. Prior to the        
Effective Time, Powertel shall exercise, consistent with the terms and          
conditions of this Agreement, "control" over its respective operations.         

 SECTION 4.06.  Alternative Merger Agreement.  Powertel will not modify,
amend or waive in any material respect the provisions of the Alternative Merger 
Agreement without DT's prior written consent except for the amendments to the   
Alternative Merger Agreement made on September 28, 2000 and as of February 8,   
2001.                                                                           

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ARTICLE 5 

ADDITIONAL AGREEMENTS 

    SECTION 5.01.  Powertel Proxy Statement; the DT Registration Statement and
the German Listing Prospectus.  (a) Each of DT and Powertel shall cooperate and 
promptly prepare and DT shall file with the SEC as soon as practicable the DT   
Registration Statement on Form F-4 (or any successor form) (the "FORM F-4")     
under the Securities Act with respect to the DT Ordinary Shares and the DT      
Depositary Shares issuable and deliverable pursuant to this Agreement. A portion
of the Form F-4 shall serve as a prospectus with respect to the DT Ordinary     
Shares and the DT Depositary Shares issuable and deliverable pursuant to the    
terms of this Agreement and as Powertel's proxy statement with respect to       
Powertel Stockholders' Meeting (the "POWERTEL PROXY STATEMENT"). DT will cause  
the Form F-4 to comply as to form in all material respects with the applicable  
provisions of the Securities Act and the rules and regulations thereunder, and  
Powertel will cause the Powertel Proxy Statement to comply as to form in all    
material respects with the applicable provisions of the Exchange Act and the    
rules and regulations thereunder. Powertel and DT shall use their reasonable    
best efforts to have the Powertel Proxy Statement and the DT Registration       
Statement declared effective by the SEC under the Securities Act, and promptly  
thereafter shall mail to the holders of record of Powertel Common Shares the    
Powertel Proxy Statement; provided, however, that Powertel shall not mail or    
otherwise furnish the Powertel Proxy Statement to its stockholders unless and   
until:                                                                          

         (i) it has received oral notice from the SEC that the DT Registration
Statement is effective under the Securities Act;                      

 (ii) Powertel shall have received a letter of its independent
     accountants, dated a date within two (2) business days prior to the date of
the first mailing of the Powertel Proxy Statement, and addressed to   
Powertel, in form reasonably satisfactory to Powertel and customary in
  scope for similar "cold comfort" letters delivered by independent public
 accountants in connection with registration statements on Form F-4 with
  respect to the financial statements of DT included in the Powertel Proxy
Statement and the DT Registration Statement;                          

         (iii) DT shall have received a letter of its independent accountants,
  dated a date within two (2) business days prior to the date of the first
mailing of the Powertel Proxy Statement, and addressed to DT, in form 
reasonably satisfactory to DT and customary in scope for similar "cold
    comfort" letters delivered by independent public accountants in connection
with registration statements on Form F-4 with respect to the financial
    statements of Powertel included in the Powertel Proxy Statement and the DT
Registration Statement.                                               

   DT shall take any reasonable action (other than qualifying to do business
in any jurisdiction in which it is now not so qualified) to obtain prior to the 
effective date of the Form F-4 all necessary state securities law or "Blue Sky" 
permits and approvals or similar foreign approvals required to effect the       
transactions contemplated by this Agreement, including the distribution of DT   
Depositary Shares and DT Ordinary Shares issued in accordance with the          
provisions of this Agreement, and Powertel will provide any reasonably requested
cooperation in connection therewith. DT will advise Powertel of the time when   
the Form F-4 has become effective or any supplement or amendment has been filed,
the issuance of any stop order or the suspension of the qualification of the DT 
Depositary Shares or DT Ordinary Shares issuable and deliverable in connection  
with the Merger for offering or sale in any jurisdiction.                       

   (b) DT and Powertel will cooperate in (i) the preparation of the Powertel
Proxy Statement and the DT Registration Statement or any amendments and         
supplements thereto and in having the DT Registration Statement declared        
effective as soon as practicable and (ii) the preparation and filing of the     
German Listing Prospectus with the FSE and the auditor's report with the        
Commercial Register.                                                            

SECTION 5.02.  Powertel Stockholders' Meeting and Consummation of the 
Merger.                                                                         

(a) As promptly as practicable after the DT Registration Statement is 
declared effective under the Securities Act, Powertel shall duly give notice of,
convene and hold a meeting of its stockholders (the                             

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"POWERTEL STOCKHOLDERS' MEETING") in accordance with Delaware Law for the       
purposes of obtaining the Powertel Stockholder Approval and shall, subject to   
the provisions of Section 5.02(b) hereof, through its Board of Directors,       
recommend to its stockholders the approval and adoption of this Agreement and   
use its reasonable best efforts to obtain the Powertel Stockholder Approval.    

  (b) Neither the Board of Directors of Powertel nor any committee thereof
shall (i) except as expressly permitted by this Section 5.02(b), withdraw,      
qualify or modify, or propose publicly to withdraw, qualify or modify, in a     
manner adverse to DT, the approval or recommendation of such Board of Directors 
or such committee of this Agreement, the Merger and the other transactions      
contemplated hereby, (ii) approve or recommend, or propose publicly to approve  
or recommend, any Alternative Transaction, or (iii) cause Powertel to enter into
any letter of intent, agreement in principle, acquisition agreement or other    
similar agreement related to any Alternative Transaction (each, a "POWERTEL     
ACQUISITION AGREEMENT"). Notwithstanding the foregoing, in the event that prior 
to the time the Powertel Stockholder Approval is obtained, Powertel receives a  
Superior Proposal (as defined below), the Board of Directors of Powertel may    
(subject to this and the following sentences) inform Powertel stockholders that 
it no longer recommends Powertel Stockholder Approval (a "SUBSEQUENT            
DETERMINATION"), but only at a time that is after the fifth Business Day        
following DT's receipt of written notice advising DT that the Board of Directors
of Powertel has received a Superior Proposal specifying the material terms and  
conditions of such Superior Proposal (and including a copy or draft copy thereof
with all accompanying documentation or draft documentation, if in writing),     
identifying the Person making such Superior Proposal and stating that it intends
to make a Subsequent Determination. After providing such notice, Powertel shall 
provide a reasonable opportunity to DT to make such adjustments in the terms and
conditions of this Agreement as would enable Powertel to proceed with its       
recommendation to its stockholders without a Subsequent Determination; provided,
however, that any such adjustment shall be at the discretion of Powertel and DT 
at the time. For purposes of this Agreement, a "SUPERIOR PROPOSAL" means any    
proposal (on its most recently amended or modified terms, if amended or         
modified) made by a Third Party to enter into an Alternative Transaction which  
the Board of Directors of Powertel determines in its good faith judgment (based 
on, among other things, the advice of a financial advisor of nationally         
recognized reputation) to be more favorable to Powertel's stockholders than the 
transactions contemplated by this Agreement taking into account all relevant    
factors (including whether, in the good faith judgment of the Board of Directors
of Powertel, after obtaining the advice of a financial advisor of nationally    
recognized reputation, the Third Party is reasonably able to finance the        
transaction, and any changes to this Agreement that may be proposed by DT in    
response to such Alternative Transaction). Powertel shall submit this Agreement 
to its stockholders at the Powertel Stockholders' Meeting even if the Board of  
Directors of Powertel shall have made a Subsequent Determination.               

 Powertel shall use its reasonable best efforts to schedule the Powertel
Stockholders' Meeting at the same time as the Powertel Stockholders' Meeting (as
defined in the Alternative Merger Agreement).                                   

   SECTION 5.03.  Notification of Certain Matters.  (a) Each of Powertel and
DT shall give prompt notice to each other of the following:                     

        (i) the occurrence or nonoccurrence of any event whose occurrence or
 nonoccurrence would be likely to cause either (i) any representation or
     warranty contained in this Agreement of such Party to be untrue, inaccurate
   or incomplete in any material respect at any time from the date hereof to
   the Effective Time if such failure to be true, accurate or complete would
cause the condition set forth in Section 6.02(a) or 6.03(a) not to be 
   satisfied, in which case the Party required to give prompt notice thereof
   shall promptly update and deliver to the other Party any Schedules hereto
which require an update to remain true, accurate and correct or (ii)  
directly or indirectly, any Material Adverse Effect on such Party;    

      (ii) any material failure of such Party, or any officer, director,
     employee or agent of any thereof, to comply with or satisfy any covenant or
     agreement to be complied with or satisfied by it hereunder (if such failure
     would cause the condition set forth in Section 6.02(b) or 6.03(b) not to be
satisfied); and                                                       

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        (iii) any facts relating to such Party which would make it necessary
   or advisable to amend the Powertel Proxy Statement or the DT Registration
Statement in order to make the statements therein not misleading or to
 comply with applicable law; provided, however, that the delivery of any
  notice pursuant to this Section 5.03 shall not limit or otherwise affect
the remedies available hereunder to the Parties receiving such notice.

        (iv) Promptly upon receipt by Powertel from any Powertel stockholder
    who is a party to the Powertel Stockholder Agreements of a proxy card sent
to the Powertel stockholders with the Powertel Proxy Statement and in 
  accordance with Section 5 of the Stockholders Agreement, but in no event
later than the second Business Day following such receipt or, if such 
     receipt is on or after the fifth Business Day prior to the Closing, then on
  the date of such receipt, Powertel shall notify DT orally of its receipt
and provide DT with copy of such proxy card.                          

(b) DT shall promptly provide to Powertel a copy of any written notice
given by DT to VoiceStream or received by DT from VoiceStream of the termination
of the VoiceStream Merger Agreement.                                            

   SECTION 5.04.  Access to Information.  Upon reasonable notice and subject
to restrictions contained in the Confidentiality Agreement and other            
confidentiality agreements to which Powertel is subject, (a) Powertel shall, and
shall cause each Powertel Subsidiary to, afford to DT and to the officers,      
employees, accountants, counsel and other representatives of DT 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, Powertel shall (and shall cause each Powertel Subsidiary to) furnish    
promptly to DT all information concerning its business, properties and personnel
as DT 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) DT shall, and shall cause each DT Subsidiary to,   
afford to Powertel and to the officers, employees, accountants, counsel and     
other representatives of Powertel all reasonable access, during normal business 
hours during the period prior to the Effective Time, to all their respective    
properties, assets, books, contracts, commitments and records and, during such  
period, DT shall (and shall cause each DT Subsidiary to) furnish promptly to    
Powertel all information concerning its business, properties and personnel as   
Powertel 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.    

 SECTION 5.05.  Public Announcements.  DT and Powertel will consult with
each other before issuing any press release with respect to the transactions    
contemplated by this Agreement and shall not issue any such press release 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. The parties will cooperate in preparing a joint press      
release announcing the execution of this Agreement.                             

SECTION 5.06.  Cooperation.  (a) Upon the terms and subject to the    
conditions hereof, each of Powertel and DT agrees, and agrees to cooperate with 
each other, (i) to use reasonable best efforts to consummate and make effective,
in the most expeditious manner practicable, the Merger and the transactions     
contemplated by this Agreement, (ii) to obtain in a timely manner all necessary 
Permits or waivers from, approvals or consents of, or declarations,             
registrations or filings with, and all expirations of waiting periods imposed   
by, any Governmental or Regulatory Authority which are necessary for the        
consummation of the transactions contemplated hereby, (iii) to promptly (A)     
prepare and file a Premerger Notification in accordance with the HSR Act, comply
with any requests for additional information, and obtain termination of the     
waiting period thereunder as promptly as practicable, (B) prepare and file all  
required notifications, if any, under Council Regulation (EEC) No. 4064/89, and 
obtain the approval of the Council of the European Union to the transactions    
contemplated by this Agreement, if required, and (C) file a notice pursuant to  
Section 721 of Exon-Florio, and (iv) to take all actions within its control     
necessary to obtain any Required Regulatory Approvals necessary to consummate   
the transactions contemplated hereby; provided, however, that neither DT nor any
of its Subsidiaries shall                                                       

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be required, nor, without the consent of DT, shall Powertel 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 Powertel, DT,          
VoiceStream or any of their Subsidiaries or any material portion of the assets  
of Powertel, DT, VoiceStream or any of their Subsidiaries or any of the         
business, product lines, or assets of Powertel, DT, VoiceStream or any of their 
Subsidiaries.                                                                   

(b) Each of Powertel and DT agrees to cooperate with each other (i) to
respond to inquiries from, and to make presentations to, Governmental or        
Regulatory Authorities and (ii) to promptly inform the others of any material   
oral or written communication received by such Party from, or given by such     
Party to, any Governmental or Regulatory Authority, and of any material         
communication received or given in connection with any proceeding by a private  
Party, in each case regarding the transactions between DT and Powertel          
contemplated by this Agreement. Powertel and DT agree to consult with each other
in advance of any meeting or conference with, or of making any filing or other  
written submission to, any such Governmental or Regulatory Authority, and to the
extent permitted by the applicable Governmental or Regulatory Authority, give   
the others the opportunity to attend and participate in such meetings and       
conferences, or to review and approve any such filing or other written          
submission, in each case regarding the transactions between DT and Powertel     
contemplated by this Agreement. Powertel shall promptly provide to DT, upon     
request, and DT shall promptly provide to Powertel, upon request, copies of all 
written communications referenced in Section 5.06(b)(i) above and all filings   
made by DT or Powertel, as the case may be, with any Governmental or Regulatory 
Authority in connection with this Agreement and the transactions contemplated   
hereby and written correspondence from any Governmental or Regulatory Authority 
that relates to the transactions contemplated hereby (excluding any exhibits,   
schedules and any confidential information contained therein).                  

     (c) Each of Powertel and DT shall cooperate with each other to eliminate or
reduce to the extent possible any illegality, forfeiture or loss on the part of 
DT, Powertel or their respective Subsidiaries that may result from the          
consummation of the transactions contemplated hereby.                           

(d) Each of Powertel and DT hereby agrees to cooperate with the other 
party, and to cause its officers, directors and independent accountants to      
cooperate with the other party, to do or cause to be done all things reasonably 
requested by the other party (including, without limitation, providing such     
information as may reasonably be requested to permit pro forma financial        
statements after giving effect to the Merger to be produced) in order to        
facilitate any financing, acquisition or capital markets transaction or         
registration to be entered into or made by either Party after the date hereof.  

    (e) Powertel hereby agrees to use reasonable best efforts, in consultation
with DT, to obtain all waivers and consents that may be required from any       
parties to any Powertel Contract, including, without limitation, from lenders   
and other financing sources of Powertel and its Subsidiaries, in connection with
this Agreement, the Powertel Stockholder Agreements and the transactions        
contemplated hereby and thereby.                                                

     (f) Powertel hereby agrees, from the date hereof until the Closing, to take
any and all actions that are required to be taken prior to the Effective Time   
pursuant to any Powertel Contract or other agreement, including, without        
limitation, any debt instruments, including credit agreements and indentures, to
which Powertel or any of its Significant Subsidiaries is a party and to make any
offer to purchase any securities required to be made, as a result of the        
execution and delivery of this Agreement and the Powertel Stockholder           
Agreements.                                                                     

     (g) DT shall cause Merger Sub to approve, and shall vote all securities and
give all approvals necessary for Merger Sub to approve, the Merger.             

   (h) Notwithstanding anything to the contrary contained in this Agreement,
in connection with any filing or submission required or action to be taken by   
DT, Powertel or any of its respective Subsidiaries to consummate the Merger or  
the other transactions contemplated in this Agreement, Powertel shall not,      
without DT's prior written consent, commit to any divestiture of assets of      
businesses of Powertel and its                                                  

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Subsidiaries if such divested assets and/or businesses are material to the      
assets or profitability of Powertel and its Subsidiaries taken as a whole.      

     SECTION 5.07.  Indemnification, Directors' and Officers' Insurance.  (a) DT
shall, or shall cause the Surviving Corporation to, continue to provide, fulfill
and honor all rights to indemnification or exculpation existing in favor of a   
director, officer, employee or agent (an "INDEMNIFIED PERSON") of Powertel or   
any of the Powertel Subsidiaries (including 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 Powertel or any of the Powertel Subsidiaries), as provided in the
Restated Certificate of Incorporation of Powertel, the Restated By-laws of      
Powertel 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 Merger and shall     
continue in full force and effect, without any amendment thereto; provided,     
however, that neither DT 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 Powertel or unless such proceeding is brought by an   
Indemnified Person to enforce rights under this Section 5.07; provided further  
any determination required to be made with respect to whether an Indemnified    
Person's conduct complies with the standards set forth under the Delaware Law,  
the Restated Certificate of Incorporation of Powertel, the Restated By-laws of  
Powertel or any such agreement, as the case may be, shall be made by independent
legal counsel selected by DT and reasonably acceptable to such Indemnified      
Person; provided further that DT and the Surviving Corporation will cooperate   
and use all reasonable efforts to assist in the vigorous defense of any such    
matter; and provided further that that nothing in this Section 5.07 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, DT 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, to the extent required by law, 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 DT, which shall not be   
unreasonably withheld, prior to the Effective Time, Powertel 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 six years     
after the Effective Time and providing coverage in amounts and on terms         
consistent with Powertel's existing D&O Insurance. In the event the Surviving   
Corporation does not obtain such insurance, DT shall cause the Surviving        
Corporation to continue to provide D&O Insurance relating to actions or events  
through the Effective Time, for a period of 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, DT or the Surviving       
Corporation shall make reasonable commercial efforts to obtain substantially    
similar D&O Insurance; and provided further that the Surviving Corporation shall
not be required to expend, in order to maintain or procure an annual D&O        
Insurance policy, an amount in excess of 250% 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) In the event DT or the Surviving Corporation or any of their respective
successors or assigns (i) consolidates with or merges into any other person and 
shall not be the continuing or surviving corporation or entity of such          
consolidation or merger or (ii) transfers all or substantially all of its       
properties and assets to any person in a single transaction or a series of      
related transactions, then, and in each such case, DT will make or cause to be  
made proper provision so that the successors and assigns of                     

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DT or the Surviving Corporation, as the case may be, assume the indemnification 
obligations described herein for the benefit of the Indemnified Parties.        

    (d) The provisions of this Section 5.07 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 survive the Merger and be binding 
upon the successors and assigns of DT, Powertel and the Surviving Corporation.  

SECTION 5.08.  Stock Exchange Listings/Establishment of DT Depositary 
Shares.  DT will take all steps necessary for the listing and authorization for 
listing on the FSE and the NYSE (subject to official notice of issuance) of the 
DT Ordinary Shares and the DT Depositary Shares, respectively, to be issued     
pursuant to the Merger.                                                         

     SECTION 5.09.  No Shelf Registration.  DT shall not be required to amend or
maintain the effectiveness of the Registration Statement for the purpose of     
permitting resale of the shares of DT received pursuant hereto by the Persons   
who may be deemed to be "affiliates" of Powertel within the meaning of Rule 145 
promulgated under the Securities Act. The DT Ordinary Shares issuable upon      
exercise of options pursuant to Section 1.05 hereof shall be registered under   
the Securities Act and such registration shall be effective at the time of      
issuance.                                                                       

     SECTION 5.10.  Affiliates.  Powertel (i) shall deliver to DT not later than
the 30th day after the date of this Agreement a list of all persons who are, as 
of the date hereof, its Affiliates for purposes of Rule 145 under the Securities
Act and (ii) shall use its reasonable best efforts to cause each person who is  
identified as its "affiliate" on SCHEDULE 5.10 to deliver to DT as promptly as  
practicable but in no event later than the Closing Date, a signed agreement     
substantially in the form of Exhibit A. Powertel shall notify DT from time to   
time of any other persons who then are such an "affiliate" of Powertel and use  
its reasonable best efforts to cause each additional person who is identified as
such an "affiliate" to execute a signed agreement as set forth in this Section  
5.10.                                                                           

SECTION 5.11.  Tax-Free Merger.  Each of the Parties will use its     
reasonable best efforts, and each agrees to cooperate with the other Parties and
provide one another with such documentation, information and materials as may be
reasonably necessary, proper or advisable to (i) cause the Merger to qualify as 
a reorganization within the meaning of Section 368(a) of the Code and (ii) avoid
gain recognition to the stockholders of Powertel pursuant to Section 367(a) of  
the Code.                                                                       

    SECTION 5.12.  Reasonable Best Efforts.  Each of Powertel and DT shall use
its reasonable best efforts to obtain the opinions referred to in Section       
6.02(d), Section 6.02(e), 6.03(d) and 6.03(e) and the delivery of the           
Representation Letters in the forms set forth in Exhibits B and C.              

     SECTION 5.13.  Takeover Laws.  Subject to Section 5.02, no Party shall take
any action that would cause the transactions contemplated by this Agreement or  
the Stockholders Agreement to be subject to requirements imposed by any Takeover
Laws (including any such laws or regulations applicable to DT under German Legal
Requirements or the Legal Requirements of the FSE) and each of them shall take  
all necessary steps within its control to exempt (or ensure the continued       
exemption of), or minimize the effect on, the transactions contemplated by this 
Agreement and the Stockholders Agreement from, or if necessary challenge the    
validity or applicability of, any applicable Takeover Law, as now or hereafter  
in effect, including, without limitation, Section 203 of the Delaware Law or any
other Takeover Laws that purport to apply to this Agreement or the Stockholders 
Agreement or the transactions contemplated hereby or thereby.                   

SECTION 5.14.  Certain Litigation.  Powertel agrees that it shall not 
settle any litigation commenced after the date hereof against Powertel or any of
its directors by any stockholder of Powertel relating to the Merger, this       
Agreement, the Alternative Merger Agreement or the Stockholders Agreement       
without the prior written consent of DT, which consent shall not be unreasonably
withheld or delayed.                                                            

SECTION 5.15.  Senior Discount Notes and Senior Notes.  Within 30 days
following the Effective Time, DT shall cause the Surviving Corporation to       
commence an offer to purchase all of the Senior Discount Notes and Senior Notes 
(collectively, the "NOTES") pursuant to the terms of the February 1996          

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Indenture, April 1996 Indenture and June 1997 Indenture, as applicable          
(collectively, the "POWERTEL INDENTURES"). Any investment banking firm engaged  
in connection with such acquisition shall be selected by DT. DT shall bear the  
fees, costs and expenses of acquiring the Notes.                                

   SECTION 5.16.  Employee Benefits.  (a) As of the Effective Time, Powertel
will have terminated all Powertel Benefit Plans except for those Powertel       
Benefit Plans that DT requests not be terminated and those Powertel Benefit     
Plans described in Annex 5.18. DT shall take all necessary action so that, after
the Effective Time, any current or former employee of Powertel who is eligible  
to participate in a Powertel Benefit Plan as of the Effective Time shall either 
be eligible to continue his or her participation in such Powertel Benefit Plan  
or participate in a corresponding employee benefit plan maintained by DT or any 
of its Subsidiaries, subject to the terms of such corresponding plan. DT shall  
have the sole discretion to determine which current or former employees of      
Powertel will continue participation in a Powertel Benefit Plan after the       
Effective Time and which will commence participation in a corresponding employee
benefit plan maintained by DT or any of its Subsidiaries after the Effective    
Time and, with respect to current or former employees who transfer participation
to such a corresponding plan, when such transfer will occur. DT need not treat  
all current and former employees of Powertel (including those who are similarly 
situated) in the same manner with respect to which plans they participate in and
when, if at all, they transfer participation from a Powertel Benefit Plan to a  
corresponding employee benefit plan maintained by DT or any of its Subsidiaries.
For example, DT may decide to have a current or former employee of Powertel     
continue participation after the Effective Time in certain Powertel Benefit     
Plans that have not been terminated, and with respect to other benefits         
transition his or her participation on or shortly after the Effective Time to a 
corresponding employee benefit plan maintained by DT or one of its Subsidiaries.
DT may take such actions (or cause its Subsidiaries or the Surviving Corporation
to take such actions) as are necessary or advisable to accomplish the foregoing,
including, without limitation, amending the eligibility provisions of plans of  
DT, any of its Subsidiaries or the Surviving Corporation (including, without    
limitation, Powertel Benefit Plans that are not terminated on or before the     
Effective Time). Within 5 days of the date hereof, Powertel shall deliver a true
and complete list of each director, officer and employee of Powertel and its    
Subsidiaries holding options under any Powertel Benefit Plan as of August 18,   
2000, and the dollar or share amounts thereof.                                  

     (b) Except as otherwise provided in this Section, nothing in this Agreement
shall be interpreted as limiting the power of the Surviving Corporation to amend
or terminate any particular Powertel Benefit Plan or any other particular       
employee benefit plan, program, agreement or policy or as requiring the         
Surviving Corporation or DT 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, (1) 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, and (2) that nothing in this Section 5.01 shall be interpreted  
as limiting or modifying any requirement in Section 5.18 or the provisions of   
Annex 5.18.                                                                     

  (c) DT shall, or shall cause the Surviving Corporation to, (i) waive all
limitations, to the extent allowable under applicable law, as to pre-existing   
conditions, exclusions and waiting periods with respect to participation and    
coverage requirements applicable to the current and former employees of Powertel
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 a Powertel Benefit Plan that is not terminated on or 
before the Effective Time), other than limitations or waiting periods that are  
in effect with respect to such employees and that have not been satisfied under 
the corresponding welfare or fringe benefit plan maintained by Powertel for such
current and former employees prior to the Effective Time, (ii) provide each     
current 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 current or former employee
for the then current plan year under the corresponding welfare plans maintained 
by Powertel prior to the Effective Time, and (iii) provide (to the extent       
allowed by law and Treasury regulations applicable to tax-qualified plans) each 
current and former employee with full credit for purposes of eligibility,       
vesting, and determination of the level of benefits                             

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under any employee benefit plans, policies, practices or arrangements maintained
by DT or any Subsidiary of DT for such current or former employee's service with
Powertel or any Powertel Subsidiary to the same extent recognized by Powertel   
immediately prior to the Effective Time.                                        

(d) Except in connection with the Permitted Stock Dividend, neither   
Powertel nor any Affiliate thereof shall, from the date hereof until the        
Effective Time, without the prior express written consent of DT, make any       
contribution, sale or other transfer of Powertel Stock or any other "employer   
security" (as such term is defined in Section 407 of ERISA), whether to satisfy 
a required obligation, to reimburse for expenses incurred, or otherwise, to any 
Powertel Benefit Plan or to the Powertel stock fund (or any other fund) under   
the Powertel 401(k) Profit Sharing Plan. Moreover, Powertel shall, promptly     
after the date hereof, amend the Powertel 401(k) Profit Sharing Plan (as amended
and restated effective as of January 1, 1998, and further amended August 23,    
1999), (a) to require that all contributions, from whatever source, be made in  
the form of cash and (b) to preclude the use of any present or future Powertel  
401(k) Profit Sharing Plan assets to purchase from Powertel, or any Affiliate   
thereof, shares of Powertel Stock or other "employer securities" (as such term  
is defined in Section 407 of ERISA); it being understood, however, that such    
amendment need not preclude the Powertel 401(k) Profit Sharing Plan from        
purchasing Powertel Stock on the open market from any person or entity, other   
than Powertel or an Affiliate thereof, nor require that shares of Powertel Stock
and units in the Powertel stock fund presently under the Powertel 401(k) Profit 
Sharing Plan be sold or otherwise liquidated.                                   

SECTION 5.17.  Termination of Agreements with Stockholders.  Powertel 
agrees to the termination of the agreements referred to in Section 7 of the     
Powertel Stockholder Agreements.                                                

   SECTION 5.18.  Plans and Programs to be Implemented.  After the execution
of this Agreement, Powertel and/or its subsidiaries shall adopt and implement   
the plans and arrangements described in Annex 5.18 with each such plan or       
arrangement being approved by VoiceStream and DT prior to such adoption or      
implementation. Each such plan or arrangement shall be designed to become       
effective as of the Effective Time (contingent upon the occurrence of the       
transactions contemplated by this Agreement) and remain effective without       
modification of the terms and provisions of such plan or arrangement until the  
termination date noted for each respective plan or arrangement in Annex 5.18.   
After the execution of this Agreement, Powertel and/or its subsidiaries shall   
take such actions as are required, necessary or appropriate to implement the    
provisions of Annex 5.18 and this Section 5.18, notwithstanding any provisions  
of this Agreement to the contrary, and no such actions shall be deemed to be a  
breach of any other provision of this Agreement.                                

     SECTION 5.19.  Voting Agreement and Transfer Restrictions.  (a) If and when
DT becomes a record or beneficial owner of any Shares, DT agrees:               

         (i) that, from the date hereof until the later of January 1, 2001 and
     the date of the VoiceStream Stockholders' Meeting, without Powertel's prior
written consent, it will not Transfer or agree to Transfer any Shares,
  Additional Shares, Rights or Additional Rights that it owns of record or
    beneficially, except (A) pursuant to the VoiceStream Merger Agreement, (B)
   Transfers to any Affiliate of DT who agrees in writing to be bound by the
     terms of this Section 5.19 or (C) Transfers which occur by operation of law
     if the transferee remains or agrees in writing to remain bound by the terms
     of this Section 5.19; provided, however, that this Section 5.19(a)(i) shall
cease to be of any force or effect immediately upon termination of the
Alternative Merger Agreement; and                                     

        (ii) irrevocably and unconditionally to vote or cause to be voted or
    provide consent with respect to, all Shares and Additional Shares, if any,
that it owns of record or beneficially as of the record date for the  
    VoiceStream Stockholders' Meeting at the VoiceStream Stockholders' Meeting
   and at any other annual or special meeting of stockholders of VoiceStream
or action by written consent where such matters arise in favor of the 
     "Merger" contemplated by the Alternative Merger Agreement and, if required,
the other transactions referenced in the Alternative Merger Agreement.

         (iii) (a) to complete and send the proxy card received by it with the
    Joint Proxy Statement, so that such proxy card is received by VoiceStream,
as prescribed by the Joint Proxy Statement, not                       

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later than the fifth Business Day preceding the day of the VoiceStream
   Stockholders' Meeting, (b) to vote, by completing such proxy card but not
otherwise, all the Shares it owns of record or beneficially as of the 
record date for the VoiceStream Stockholders' Meeting in favor of the 
     "Merger" contemplated in the Alternative Merger Agreement and, if required,
   the other transactions referenced in the Alternative Merger Agreement and
(c) not to revoke any such proxy.                                     

    (b) The provisions of Section 5.19(a)(i) shall terminate at the earlier of
the date indicated therein and the date of termination of the Alternative Merger
Agreement. Sections 5.19(a)(ii) and 5.19(a)(iii) shall terminate on the earlier 
of the termination of the Alternative Merger Agreement and the VoiceStream      
Stockholders' Meeting.                                                          

  (c) From and after the date that this Agreement terminates in accordance
with Article 7 hereof, DT agrees to abide by the provisions of the second, third
and fourth sentences of Section 6 of the VoiceStream Stockholders' Agreements as
if DT were a "Stockholder" named therein, provided that the First Amended and   
Restated Voting Agreement dated July 23, 2000 takes effect as to DT in          
accordance with its terms, and, provided, further, that, notwithstanding        
anything to the contrary contained herein, nothing contained in this Section    
5.19(c) shall require DT to take any action that adversely affects its rights   
under the "DT Financing Agreements" (as defined in the VoiceStream Merger       
Agreement) or that might result in DT's designees on the VoiceStream Board of   
Directors in accordance with the DT Financing Agreements to represent less than 
10% of the total number of members of the VoiceStream Board of Directors.       

 (d) For purposes of Section 5.19 only, the words "beneficially owns" or
similar expressions of ownership and capitalized terms used but not otherwise   
defined in this Agreement shall have the meanings set forth in, or determined in
accordance with, the VoiceStream Stockholder Agreements as if DT were a         
"Stockholder" thereunder.                                                       

   SECTION 5.20.  Powertel Warrants.  After consultation with each other, DT
and Powertel shall use reasonable efforts to take such actions as they may deem 
to be appropriate to attempt to cause the outstanding Powertel Warrants to be   
exercised in full prior to the Effective Time, including by reducing the        
exercise price of the Powertel Warrants to the extent agreed to by DT and       
Powertel and in accordance with the provisions of the Powertel Warrant          
Agreement.                                                                      

ARTICLE 6 

CLOSING CONDITIONS

SECTION 6.01.  Conditions to Each Party's Obligation to Effect the    
Merger.  The respective obligations of Powertel and DT to consummate the Merger 
shall be subject to the fulfillment or (to the extent permitted by applicable   
law) written waiver prior to the Effective Time of the following conditions:    

 (a) Stockholder Approval.  The Powertel Stockholder Approval shall have
been obtained.                                                                  

(b) Legality.  No federal, state or foreign statute, rule, regulation,
executive order, decree, temporary restraining order or injunction shall have   
been enacted, entered, promulgated or enforced by any Governmental or Regulatory
Authority which is in effect and has the effect of making the Merger illegal or 
otherwise prohibiting the consummation of the Merger or which could reasonably  
be expected to have a Material Adverse Effect on Powertel.                      

(c) Competition Law Approvals.  Any waiting period applicable to the  
consummation of the Merger under the HSR Act shall have expired or been         
terminated; to the extent required, the Commission of the European Union shall  
have approved the Merger under Regulation (EEC) No. 4064/89 of the Council of   
the European Union, or such approval shall have been deemed to have been        
granted; the review and investigation under Exon-Florio shall have been         
terminated and the President shall have taken no action authorized thereunder.  

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    (d) Registration Statement Effective.  The DT Registration Statement shall
have become effective prior to the mailing by Powertel of the Powertel Proxy    
Statement to its stockholders, no stop order suspending the effectiveness of the
DT Registration Statement or the Powertel Proxy Statement shall then be in      
effect, and no proceedings for that purpose shall then be threatened by the SEC 
or shall have been initiated by the SEC and not concluded or withdrawn.         

     (e) Stock Exchange Listings.  All steps necessary for the listing of the DT
Ordinary Shares to be issued pursuant to the Merger on the FSE shall have been  
taken and the DT Depositary Shares to be issued pursuant to the Merger shall    
have been authorized for listing on the NYSE, subject to official notice of     
issuance.                                                                       

(f) The VoiceStream Merger.  The VoiceStream Merger shall have been   
consummated.                                                                    

    SECTION 6.02.  Conditions to the Obligations of Powertel.  The obligations
of Powertel to consummate the Merger are also subject to the fulfillment, or    
written waiver by Powertel, prior to the Effective Time, of each of the         
following conditions:                                                           

    (a) Representations and Warranties.  The representation and warranty of DT
set forth in Section 3.07(a) of this Agreement shall have been true and correct 
on the date hereof and on and as of the Closing Date as though made on the      
Closing Date; and the other representations and warranties of DT and Merger Sub 
set forth in this Agreement shall have been true and correct on the date hereof 
(or, in the case of matters relating to Merger Sub, as of September 28, 2000)   
and on and as of the Closing Date as though made on the Closing Date (except to 
the extent that any representation or warranty expressly speaks as of an earlier
date, in which case it shall be true and correct as of such date) except (i) for
changes permitted under Section 4.02 or otherwise contemplated by this Agreement
and (ii) for such failures to be true and correct which in the aggregate would  
not reasonably be expected to result in a Material Adverse Effect on DT.        

     (b) Agreements and Covenants.  DT shall have performed or complied with all
agreements and covenants required by this Agreement to be performed or complied 
with by it on or before the Effective Time; provided, however, that for purposes
of this Section 6.02(b) only, such agreements and covenants shall be deemed to  
have been complied with unless the failure or failures of such agreements and   
covenants to have been complied with, individually or in the aggregate, results 
or would reasonably be expected to result in a Material Adverse Effect on DT.   

(c) Certificates.  Powertel shall have received a certificate of an   
executive officer of DT (and, to the extent such matters relate to Merger Sub,  
of an executive officer of Merger Sub) to the effect set forth in subparagraphs 
(a) and (b) above.                                                              

(d) Tax Opinion.  Powertel shall have received an opinion of Morris,  
Manning & Martin, LLP in a form and substance reasonably satisfactory to        
Powertel, dated as of the Closing Date, substantially to the effect that, on the
basis of the facts, representations and assumptions set forth or referred to in 
such opinion, for U.S. federal income tax purposes, the Merger (i) will qualify 
as a reorganization within the meaning of Section 368(a) of the Code and (ii)   
each transfer of property to DT by a stockholder of Powertel pursuant to the    
Merger will not be subject to Section 367(a)(1) of the Code. In rendering such  
opinion, Morris, Manning & Martin, LLP may require and shall be entitled to rely
upon customary representations of Powertel and DT, including representations    
substantially in the form of Exhibits B and C, respectively and, if reasonably  
requested, customary tax certificates of Powertel Principal Shareholders. The   
opinion set forth in clause (ii) may assume that any stockholder who is a       
"five-percent transferee shareholder" with respect to DT within the meaning of  
U.S. Treasury Regulations Section 1.367(a)-3(c)(5)(ii) will file the agreement  
described in U.S. Treasury Regulations Section 1.3.67(a)-3(c)(1)(iii)(B).       

     (e) FCC Opinion.  Powertel shall have received an opinion of FCC counsel of
DT and/or VoiceStream, dated the Effective Time, substantially in the form      
attached hereto as Exhibit D.                                                   

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    (f) Governmental Approvals.  All necessary consents or authorizations from
any Governmental or Regulatory Authority which may be required in connection    
with the transactions contemplated hereby, shall have been received, unless the 
failure to receive any such consent or authorization would not have a Material  
Adverse Effect on DT 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 DT or the           
transactions contemplated by this Agreement. With respect to any FCC consents or
authorizations, effectiveness of necessary FCC approvals shall be sufficient to 
satisfy this condition, and Powertel's obligation to effect the Merger shall not
be subject to the condition that any FCC consents or authorizations have become 
Final Orders.                                                                   

  Notwithstanding anything contained to the contrary in Section 6.02(a) or
anywhere else in this Agreement, DT may enter into any Subsequent Transaction,  
and no changes of any representation or warranty of DT contained in this        
Agreement as a result of any Subsequent Transaction shall result in a failure of
the conditions set forth in Section 6.02(a).                                    

    SECTION 6.03.  Conditions to the Obligations of DT.  The obligations of DT
to consummate the Merger are also subject to the fulfillment or written waiver  
by DT, prior to the Effective Time, of each of the following conditions:        

 (a) Representations and Warranties.  The representation and warranty of
Powertel set forth in Section 2.07(i) of this Agreement shall have been true and
correct on the date hereof and on and as of the Bringdown Date as though made on
the Bringdown Date; and the other representations and warranties of Powertel set
forth in this Agreement shall have been true and correct on the date hereof and 
on and as of the Bringdown Date as though made on the Bringdown Date (except to 
the extent that any representation or warranty expressly speaks as of (A) an    
earlier date, or (B) in the cases of Sections 2.03(d) and 2.05(a) to the extent 
either relates to the declaration or payment of the Permitted Stock Dividend, an
earlier or later date, in which cases ((A) or (B)) it shall be true and correct 
as of such specified date) except (i) for changes permitted under Section 4.01  
hereof or otherwise contemplated by this Agreement and (ii) for such failures to
be true and correct which in the aggregate would not reasonably be expected to  
result in a Material Adverse Effect on Powertel or DT or the transactions       
contemplated by this Agreement.                                                 

  (b) Agreements and Covenants.  Powertel shall have performed or complied
with all agreements and covenants required by this Agreement to be performed or 
complied with by it on or before the Effective Time; provided, however, that for
purposes of this Section 6.03(b) only, such agreements and covenants shall be   
deemed to have been complied with unless the failure or failures of such        
agreements and covenants to have been complied with individually or in the      
aggregate, results or would reasonably be expected to result in a Material      
Adverse Effect on Powertel or DT or the transactions contemplated by this       
Agreement.                                                                      

(c) Certificates.  DT shall have received certificates of an executive
officer of Powertel to the effect set forth in subparagraph (a) above on the    
Bringdown Date and subparagraph (b) above on the Closing Date; provided,        
however, that if the Bringdown Date occurs before the Closing Date and the      
Permitted Stock Dividend is declared or paid after the Bringdown Date, then the 
matters referred to in clause (B) of paragraph (a) shall be covered in the      
certificate delivered on the Closing Date, and need not be addressed or         
referenced in the certificate delivered on the Bringdown Date.                  

  (d) Tax Opinion.  DT shall have received an opinion of Cleary, Gottlieb,
Steen & Hamilton, in form and substance reasonably satisfactory to DT, dated as 
of the Closing Date, substantially to the effect that, on the basis of facts,   
representations and assumptions set forth or referred to in such opinion, for   
U.S. federal income tax purposes, the Merger will (i) qualify as a              
reorganization within the meaning of Section 368(a) of the Code and (ii) each   
transfer of property to DT by a stockholder of Powertel pursuant to the Merger  
will not be subject to Section 367(a)(1) of the Code. In rendering such opinion,
Cleary, Gottlieb, Steen & Hamilton may require and shall be entitled to rely    
upon customary representations of Powertel and DT including representations     
substantially in the form of Exhibits B and C, respectively. The opinion set    
forth in clause (ii) may assume that any                                        

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    stockholder who is a "five-percent transferee shareholder" with respect to
 DT within the meaning of U.S. Treasury Regulations 1.367(a)-3(c)(5)(ii)
will file the agreement described in U.S. Treasury Regulations Section
1.367(a)-3(c)(1)(iii)(B).                                             

         (e) FCC Opinion.  DT shall have received an opinion of FCC counsel of
Powertel, dated the Effective Time, substantially in the form attached
hereto as Exhibit D.                                                  

    (f) Consents Under Agreements.  Powertel 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 Powertel or any of the Powertel 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 Powertel or DT or upon the transactions contemplated by this
Agreement.                                                            

         (g) Governmental Approvals.  All necessary consents or authorizations
from any Governmental or Regulatory Authority which may be required in
     connection with the transactions contemplated hereby, including 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 this requirement of finality is waived by DT in its sole      
discretion), unless the failure to receive any such consent or        
     authorization would not have a Material Adverse Effect on Powertel or DT 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 Powertel or DT or the   
transactions contemplated by this Agreement.                          

  SECTION 6.04.  Pre-Closing Bringdown.  At any time on or after the fifth
Business Day after the last to be fulfilled or waived of the conditions set     
forth in Article VI hereof (other than the conditions contained in Sections     
6.02(c), 6.02(d) and 6.03(c) so long as it is reasonably apparent that such     
conditions and the condition contained in Section 6.01(b) will be able to be    
satisfied on such fifth or later Business Day) shall be fulfilled or waived in  
accordance with this Agreement, Powertel may deliver to DT a certificate of an  
executive officer of Powertel, dated as of such day, to the effect set forth in 
Section 6.03(a), and the date on which such certificate is delivered shall      
thereupon be deemed to be the "BRINGDOWN DATE"; provided, however, that if the  
Bringdown Date does not occur before the Closing Date, then the Bringdown Date  
shall be the same date as the Closing Date.                                     

ARTICLE 7 

TERMINATION, AMENDMENT AND WAIVER 

   SECTION 7.01.  Termination.  This Agreement may be terminated at any time
before the Effective Time, in each case as authorized by the Board of Directors 
of Powertel, the Management Board (VORSTAND) of DT or the Board of Directors of 
Merger Sub:                                                                     

(a) By mutual written consent of each of Powertel and DT;   

        (b) By Powertel or DT, if the Merger shall not have been consummated
   on or before the close of business on December 31, 2001 (the "TERMINATION
DATE" ); provided, however, that the right to terminate this Agreement
under this Section 7.01(b) shall not be available to any Party whose  
   failure to fulfill any obligation under this Agreement has been the cause
     of, or resulted in, the failure of the Effective Time to occur on or before
the Termination Date;                                                 

   (c) By either Powertel or DT, if any Governmental or Regulatory
   Authority shall have issued an order, decree or ruling or taken any other
action (which order, decree or ruling Powertel and DT shall use its   
 reasonable best efforts to lift), in each case permanently restraining,
enjoining or otherwise prohibiting the Merger;                        

          (d) By Powertel, (i) if DT shall have breached or failed to perform in
   any material respect any of its representations, warranties, covenants or
other agreements contained in this Agreement, which                   

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     breach or failure to perform (A) is incapable of being cured by DT prior to
 the Termination Date, or, if capable of being cured, is not cured by DT
    within 30 days after written notice thereof shall have been received by DT
from Powertel and (B) renders any condition under Section 6.01 or 6.02
 incapable of being satisfied prior to the Termination Date or (ii) if a
     condition under Section 6.01 or 6.02 to Powertel's obligations hereunder is
or becomes incapable of being satisfied prior to the Termination Date;

          (e) By DT, (i) if Powertel shall have breached or failed to perform in
   any material respect any of its representations, warranties, covenants or
  other agreements contained in this Agreement, which breach or failure to
perform (A) is incapable of being cured by Powertel prior to the      
   Termination Date, or, if capable of being cured, is not cured by Powertel
 within 30 days after written notice thereof shall have been received by
   Powertel from DT and (B) renders any condition under Section 6.01 or 6.03
 incapable of being satisfied prior to the Termination Date or (ii) if a
  condition under Section 6.01 or 6.03 to DT's obligations hereunder is or
   becomes incapable of being satisfied prior to the Termination Date, (iii)
   in connection with the grant of any Required Regulatory Approval relating
  to the Merger, Powertel, DT, VoiceStream or any of their Subsidiaries is
     required to divest or hold separate or otherwise take or commit to take any
action that limits its freedom of action with respect to Powertel, DT,
 VoiceStream or any of their Subsidiaries or any material portion of the
    assets of Powertel, DT, VoiceStream or any of their Subsidiaries or any of
   the business, product lines or assets of Powertel, DT, VoiceStream or any
of their Subsidiaries, and such order, decree, ruling, or other action
     shall have become final and nonappealable or (iv) if the Alternative Merger
Agreement has been terminated at any time prior to the termination or 
consummation of the VoiceStream Merger Agreement;                     

          (f) By Powertel or DT, respectively, at any time that is not less than
15 days after any federal, state or foreign statute, rule, regulation,
 executive order, decree or injunction shall have been enacted, entered,
    promulgated or enforced by any Governmental or Regulatory Authority (other
    than, for purposes of this paragraph only, any court of law or equity) and
    that has the effect of making the conditions set forth in Section 6.01(b),
Section 6.01(c), Section 6.02(f) or Section 6.03(g) incapable of being
satisfied by the Parties prior to the Termination Date; or            

      (g) By either Powertel or DT, if the Powertel Stockholder Approval
 shall fail to have been obtained at a duly held stockholders meeting of
Powertel, including any adjournments thereof.                         

SECTION 7.02.  Automatic Termination.  This Agreement shall terminate 
automatically upon the termination of the VoiceStream Merger Agreement without  
any action required by the parties.                                             

   SECTION 7.03.  Effect of Termination.  (a) In the event of termination of
this Agreement as provided in Section 7.01 hereof, this Agreement shall         
forthwith become void and there shall be no liability on the part of Powertel or
DT, except (i) as set forth in this Section 7.03 and in Sections 2.18, 3.12,    
9.03, 9.09 and 9.10 hereof and (ii) nothing herein shall be interpreted to      
relieve any party of liability for any willful breach of this Agreement.        

   (b) If this Agreement is terminated by Powertel or DT pursuant to Section
7.01(g) because of the failure to obtain the Powertel Stockholder Approval and  
(i) at any time after the date of this Agreement and prior to the Powertel      
Stockholders' Meeting an offer or proposal for a transaction that would         
constitute an Alternative Transaction (as defined in Section 4.03(c) hereof)    
(except that, for the purposes of this Section 7.03(b), the applicable          
percentage in clauses (i) and (iii) of such definition shall be fifty percent   
(50%) and only for any transaction referred to in clause (ii) of such definition
to be treated as an Alternative Transaction for purposes of this Section        
7.03(b), stockholders of Powertel would own less than 65% of the outstanding    
stock of the entity surviving or resulting from such transaction) shall have    
been announced or otherwise publicly disclosed, and not withdrawn, and (ii)     
within six months after the termination of this Agreement, Powertel enters into 
a definitive agreement with any Third Party with respect to an Alternative      
Transaction (provided that for any transaction referred to in clause (ii) of    
such definition to be treated as an Alternative Transaction for purposes of this
Section 7.03(b), stockholders of Powertel would own less than 65% of the        
outstanding stock of the entity surviving or resulting from such                

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transaction), Powertel shall pay to DT a termination fee of $150,000,000 (the   
"TERMINATION FEE") plus expenses not to exceed $10,000,000; provided that, in   
the event a termination fee is also payable by Powertel in connection with the  
termination of the Alternative Merger Agreement pursuant to Section 5.10(b) of  
the Alternative Merger Agreement, Powertel shall instead pay each of DT and     
VoiceStream $75,000,000 plus expenses not to exceed $10,000,000. Except as      
otherwise provided in this paragraph, no Termination Fee shall be or become     
payable upon termination of this Agreement.                                     

(c) The Termination Fee payable under Section 7.03(b) above shall be  
payable in cash no later than one business day following the day Powertel enters
into the definitive agreement providing for the Alternative Transaction giving  
rise to the payment of such fee.                                                

    (d) Powertel and DT agree that the agreements contained in Section 7.03(b)
above are an integral part of the transactions contemplated by this Agreement   
and are an inducement to DT to enter into this Agreement and, to the extent     
payable in connection with a breach of this Agreement, constitute liquidated    
damages and not a penalty. If Powertel fails to promptly pay to DT any fee due  
under such Section 7.03(b), then Powertel shall pay the costs and expenses      
(including legal fees and expenses) in connection with any action, including the
filing 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 Citibank, N.A., from the date such fee was required to be paid.         

  SECTION 7.04.  Amendment.  This Agreement may be amended by Powertel, DT
and Merger Sub pursuant to a writing adopted by action taken by each of them at 
any time before the Effective Time; provided, however, that, after approval of  
this Agreement by the stockholders of Powertel no amendment may be made which   
under applicable law would require approval of such Party's stockholders without
such approval.                                                                  

     SECTION 7.05.  Waiver.  At any time before the Effective Time, Powertel, DT
and Merger Sub may (i) extend the time for the performance of any of the        
obligations or other acts of the others, (ii) waive any inaccuracies in the     
representations and warranties contained herein or in any document delivered    
pursuant hereto and (iii) waive compliance with any of the agreements or        
conditions contained herein. Any agreement on the part of a Party to any such   
extension or waiver shall be valid only as against such Party and only if set   
forth in an instrument in writing signed by such Party.                         

ARTICLE 8 

DEFINITIONS 

  SECTION 8.01.  Certain Definitions.  For purposes of this Agreement, the
following terms shall have the following meanings:                              

          "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.                                                             

       "AFFILIATE" of a Person means a Person that directly or indirectly,
     through one or more intermediaries, controls, is controlled by, or is under
  common control with, the first mentioned Person; provided, however, that
  such term shall not be deemed to include the Federal Republic of Germany
and Kreditanstalt fur Wiederaufbau ("KFW") in their capacities as     
shareholders of DT.                                                   

     "AGREEMENT" means this Agreement and Plan of Merger as amended or
     modified from time to time, together with all of its schedules, annexes and
exhibits.                                                             

         "APRIL 1996 INDENTURE" shall mean the Indenture dated as of April 19,
     1996, between Powertel and Bankers Trust Company relating to the 12% Senior
Discount Notes due May 2006.                                          

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          "BUSINESS DAY" means a day other than Saturday, Sunday, federal, State
     of New York holiday or other day on which commercial banks in New York City
are authorized or required by law to close.                           

"CODE" means 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.                                                           

    "CONTROL" (including the terms "CONTROLLED BY" and "UNDER COMMON
  CONTROL WITH") means the possession, direct or indirect, of the power to
   direct or cause the direction of the management and policies of a Person,
     whether through the ownership of stock, as trustee or executor, by contract
or otherwise.                                                         

          "DELAWARE LAW" means the Delaware General Corporation Law, as amended.

          "DiGiPH TRANSACTION" means the transactions and agreements relating to
 the acquisition of substantially all of the assets of DiGiPH PCS, Inc.,
   DigiPH Communication, Inc. and DigiPH Holding Company, Inc. by Eliska, as
   described in Powertel's Form 8-K as filed on June 16, 2000, including (i)
  all agreements and commitments that have been entered into in connection
   therewith as listed in the Powertel disclosure schedules attached hereto;
    (ii) all agreements that are proposed to be entered into prior to closing,
 forms of which or term sheets for which or summaries of which have been
   made available to DT and are listed on the Powertel disclosure schedules;
 and (iii) any other agreements that are to be entered into prior to the
   closing of such transactions, that are reasonably necessary to consummate
  such transactions (and any amendments or modifications thereof) and with
respect to clauses (ii) and (iii) that do not (A) materially alter the
    scope of such transactions, (B) materially increase Powertel's obligations
     in connection therewith or (C) interfere with the transactions contemplated
by this Agreement or the DT Merger Agreement.                         

         "DT REGISTRATION STATEMENT" means one or more registration statements
to be filed with the SEC by DT in connection with the issuance of DT  
Depositary Shares and DT Ordinary Shares in the Merger.               

 "ELISKA JOINT VENTURE" means Eliska Wireless Ventures I, Inc.

        "ELISKA PARTNERS" means Eliska Wireless Investors I, L.P. and Sonera
Holding BV.                                                           

"ENVIRONMENTAL LAWS" shall mean any applicable statute, law,
    ordinance, regulation, rule, judgment, decree or order of any Governmental
    or Regulatory Authority 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.                          

     "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 Powertel; (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 Powertel 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
     Powertel, any corporation described in clause (i) or any partnership, trade
or business described in clause (ii).                                 

         "ERISA BENEFIT PLAN" shall mean a Powertel 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).          

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         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as the same
may be amended from time to time.                                     

    "EXON-FLORIO" means the Exon-Florio Amendment to the Omnibus and
Competitiveness Act of 1988, as amended, or any successor thereto.    

          "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.                                             

         "FEBRUARY 1996 INDENTURE" means the Indenture dated as of February 7,
     1996, between Powertel and Bankers Trust Company relating to the 12% Senior
Discount Notes due February 2006.                                     

     "FINAL ORDER" means action by the applicable regulatory authority
 which is in full force and effect, with respect to which no petition or
   other request for such authority or court stay, reconsideration or review
of any kind is pending, and as to which all time periods have expired 
    within which such authority or a court may be asked to stay, reconsider or
    review the action or may stay, reconsider or review the action sua sponte.

        "GAAP" means United States generally accepted accounting principles.

"GERMAN LISTING PROSPECTUS" means the prospectus            
(BORSENZULASSUNGSPROSPEKT) required for the listing of the DT Ordinary
Shares to be issued pursuant to the Merger on the FSE.                

     "GOVERNMENTAL OR REGULATORY AUTHORITY" shall mean any domestic or
foreign, national, federal, state, county, city, local or other       
  administrative, legislative, regulatory or other governmental authority,
commission, agency, court of competent jurisdiction or other judicial 
  entity, tribunal, arbitrator, office, principality, registry (including,
but not limited to, with respect to patents, trademarks, designs, or  
copyrights), legislative or regulatory body, instrumentality, or      
     quasi-governmental agency, commission or authority or any arbitral tribunal
exercising any regulatory or taxing authority (including, without     
 limitation, any stock exchange or other self-regulatory body); provided
that such term shall not be deemed to include the Federal Republic of 
Germany and KFW, in their capacities as shareholders of DT.           

      "HAZARDOUS SUBSTANCES" shall mean any material defined as toxic or
hazardous, including any petroleum and petroleum products, under any  
applicable Environmental Law.                                         

       "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as the same may be amended from time to time.                   

"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.                                                      

   "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 Powertel or any of
    its Subsidiaries that are individually or in the aggregate material to the
     conduct of the business of Powertel and the Powertel Subsidiaries, taken as
a whole.                                                              

         "INVESTMENT ENTITY" means an entity in which Powertel or any Powertel
Subsidiaries has an Investment Interest.                              

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         "INVESTMENT INTEREST" means a direct or indirect ownership of capital
  stock, partnership, membership interests or other ownership interests or
similar securities of any Person.                                     

        "JUNE 1997 INDENTURE" means the Indenture dated as of June 10, 1997,
  between Powertel and Bankers Trust Company relating to the Senior Notes.

        "KNOWLEDGE" of any Party means the actual knowledge of the executive
officers of such Party.                                               

"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 those debts, liabilities and obligations arising
under any law, rule, regulation, Action, threatened Action, order or  
    consent decree of any Governmental or Regulatory Authority 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.              

     "MATERIAL ADVERSE EFFECT" means, with respect to Powertel and its
Subsidiaries, taken as a whole, or DT and its Subsidiaries, taken as a
whole, any change in or effect on the business of Powertel and its    
    Subsidiaries taken as a whole or DT and its Subsidiaries taken as a whole,
as the case may be, that is or is reasonably likely to be materially  
    adverse to the business, operations or financial condition of Powertel and
 its Subsidiaries taken as a whole or DT and its Subsidiaries taken as a
whole, respectively, but shall not include the effects of changes or  
developments (i) in (A) the telecommunications industry, including    
 regulatory and political conditions, and not uniquely relating to DT or
Powertel, (B) the United States or European economy or (C) the United 
States or European securities markets or (ii) resulting from the      
announcement or the existence of this Agreement and the transactions  
contemplated hereby.                                                  

   "PERSON" means an individual, corporation, partnership, limited
    liability company, joint venture, association, joint stock company, trust,
  unincorporated organization, entity or group (as defined in the Exchange
Act) or a Governmental or Regulatory Authority.                       

  "POWERTEL BENEFIT PLANS" 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, arrangement or agreement providing benefits to any current or 
     former employee, officer or director of Powertel or any of its Subsidiaries
  or with respect to which Powertel or any of its Subsidiaries (or, in the
     case of an ERISA Benefit Plan, any of Powertel's ERISA Affiliates) may have
any liability.                                                        

         "POWERTEL EMPLOYEE" shall mean any employee of Powertel or any of the
Powertel Subsidiaries.                                                

     "POWERTEL PRINCIPAL STOCKHOLDERS" shall mean ITC Holding Company,
  Inc., ITC Service Company, Inc., ITC Wireless Inc., SCANA Communications
    Holdings, Inc., Sonera Corporation, Sonera Holding B.V., Donald W. Burton,
The Burton Partnership, L.P., The Burton Partnership (QP), L.P., South
Atlantic Venture Fund II, L.P., South Atlantic Venture Fund III, L.P.,
    South Atlantic Private Equity Fund IV, L.P., South Atlantic Private Equity
Fund IV (QP) L.P. and American Water Works Company.                   

        "POWERTEL RESTRICTED STOCK AWARD" shall mean restricted stock awards
granted under the Restricted Stock Plan and the 2000 Plan.            

         "RESTATED BY-LAWS OF POWERTEL" shall mean the Second Restated By-laws
of Powertel as in effect on the date hereof.                          

      "RESTATED CERTIFICATE OF INCORPORATION OF POWERTEL" shall mean the
     Third Restated Certificate of Incorporation, as amended and as in effect on
the date hereof.                                                      

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         "SECURITIES ACT" means the Securities Act of 1933, as the same may be
amended from time to time.                                            

        "SENIOR DISCOUNT NOTES" means the Powertel 12% Senior Discount Notes
due February 2006 and the 12% Senior Discount Notes due May 2006.     

        "SENIOR NOTES" means shall mean the 11 1/8% Senior Notes due 2007 of
Powertel.                                                             

        "SIGNIFICANT EMPLOYEE" shall mean any Employee of Powertel or any of
its Subsidiaries who (i) is an officer of Powertel or any of its      
   Subsidiaries, (ii) has a written employment contract with Powertel or any
of its Subsidiaries which calls for annual compensation in excess of  
    $90,000, or (iii) is compensated by Powertel and/or its Subsidiaries at an
annual rate greater than $90,000.                                     

      "SIGNIFICANT SUBSIDIARY" means any Subsidiary which on the date of
determination is a "significant subsidiary" within the meaning of Rule
1-02(w) of Regulation S-X promulgated under the Exchange Act.         

         "SUBSEQUENT TRANSACTION" means any transaction entered into after the
 date hereof whereby any of DT or its Subsidiaries would (i) acquire (by
     merger, consolidation, business combination, acquisition of stock or assets
or otherwise) any corporation, limited liability company, partnership,
     other business organization or assets or division thereof, which is engaged
  in any line of business that is similar to or compatible with any of the
 lines of business in which DT is engaged on the date of this Agreement;
  (ii) acquire an Investment Interest in any of the foregoing; (iii) issue
  any equity interest or incur any indebtedness whether in connection with
   any item described in (i) or (ii) or otherwise; (iv) enter into or engage
    in a strategic alliance or other commercial relationship or (v) act in the
ordinary course of business; provided, however, in connection with a  
    Subsequent Transaction described in items (i), (ii), (iii) or (iv) of this
    definition for a consideration paid by DT or any of its Subsidiaries in an
amount greater than $50 billion, DT must receive an opinion from a    
     nationally recognized investment bank, acting as a financial advisor to DT,
to the effect that, from a financial point of view, such Subsequent   
     Transaction is fair to the holders of DT Ordinary Shares or, if applicable,
DT.                                                                   

    "SUBSIDIARY", "POWERTEL SUBSIDIARY" or "DT SUBSIDIARY" means any
  Person on the date of determination of which Powertel or DT, as the case
  may be (either alone or through or together with any other Subsidiary or
   Subsidiaries) owns, directly or indirectly, more than fifty percent (50%)
   of the stock or other equity interests the holders of which are generally
entitled to vote for the election of the Board of Directors or other  
governing body of such Person.                                        

      "TAX" or "TAXES" means any U.S. federal, state or local or foreign
   taxes of any kind, including, without limitation, those on or measured by
    or referred to as income, gross receipts, capital, sales, use, ad valorem,
franchise, profits, license, withholding, payroll, employment, excise,
  severance, stamp, occupation, premium, value added, property or windfall
     profits taxes, customs, duties, or similar fees, assessments, or charges of
 any kind whatsoever, imposed by any taxing authority, together with any
interest and any penalties, additions to tax, or additional amounts   
thereon.                                                              

   "TAX RETURNS" means any U.S. federal, state or local or foreign
    return, report, or statement required to be filed with any Governmental or
Regulatory Authority with respect to Taxes.                           

         "VOICESTREAM STOCKHOLDER AGREEMENTS" means the Stockholder Agreements
dated as of the date hereof among certain stockholders of VoiceStream,
  VoiceStream and Powertel entered into in connection with the Alternative
Merger Agreement.                                                     

  SECTION 8.02.  Date of this Agreement; No Waiver.  (a) The amendment and
restatement of this Agreement as of February 8, 2001 notwithstanding, unless    
otherwise provided herein or unless the context expressly otherwise requires,   
this Agreement shall be deemed for all purposes to be dated and made as of      
August 26, 2000, the date of the original Agreement and Plan of Merger and to be
effective as of such date, and all references herein to "the date hereof", "the 
date of this Agreement" and other similar references shall be deemed to be      
references to August 26, 2000.                                                  
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(b) The parties' execution and delivery of this Amended and Restated  
Agreement shall not constitute a waiver of any rights that any of the parties   
hereto may have by reason of any event, condition, misrepresentation or breach  
of covenant of the original Agreement and Plan of Merger having occurred prior  
to the date of execution and delivery of this Amended and Restated Agreement,   
whether or not known to any or all of the parties hereto. No representation or  
warranty of any party in this Agreement shall be affected or limited by reason  
of the knowledge of any other party at any time that such representation or     
warranty is not, or may not be, true and correct.                               

ARTICLE 9 

GENERAL PROVISIONS

SECTION 9.01.  Non-Survival of Representations, Warranties and        
Agreements.  The representations, warranties and agreements in this Agreement   
shall terminate at the Effective Time or upon the termination of this Agreement 
pursuant to Section 7.01 hereof, as the case may be, except that (i) the        
agreements set forth in Article 1, Sections 5.07, 5.09, 5.11, 5.18 and 5.19     
hereof shall survive the Effective Time indefinitely, (ii) the agreements set   
forth in Sections 5.04 (with regard to confidentiality), 7.02, 9.03 and 9.10    
hereof shall survive termination indefinitely, (iii) the agreements set forth in
Section 5.19 shall survive termination in accordance with provisions specified  
in Section 5.19, (iv) any covenant or agreement of Powertel and DT which by its 
terms contemplates performance after the Effective Time shall survive the       
Effective Time in accordance with its terms, and (v) the representations and    
warranties made by Powertel in this Agreement shall terminate at the earlier of 
the Effective Time and 12:00 midnight on the Bringdown Date, except that if the 
Permitted Stock Dividend is declared or paid after the Bringdown Date, then the 
representations and warranties made by Powertel in Sections 2.03(d) and 2.05(a),
to the extent either relates to the declaration or payment of the Permitted     
Stock Dividend, shall terminate immediately after such payment.                 

    SECTION 9.02.  Notices.  (a) All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been duly  
given or made as of the date of receipt and shall be delivered personally or    
mailed by registered or certified mail (postage prepaid, return receipt         
requested), sent by overnight courier or sent by telecopy, to the Parties at the
following addresses or telecopy numbers (or at such other address or telecopy   
number for a Party as shall be specified by like notice):                       

if to Powertel:                                                       

Powertel, Inc.                                      
1239 O.G. Skinner Drive                             
West Point, Georgia 31833                           

Attn: Allen E. Smith                                
Jill F. Dorsey                          
Telecopy No.: 706-645-9532                          

with a copy to:                                                       

Morris, Manning & Martin, LLP                       
1600 Atlantic Financial Center                      
3343 Peachtree Road, N.E.                           
Atlanta, Georgia 30326                              

Attn: James Walker IV, Esq.                         
Telecopy No.: 404-365-9532                          

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if to DT or Merger Sub:                                               

Deutsche Telekom AG                                 
140 Friedrich-Ebert-Alle                            
53113 Bonn                                          
Germany                                             

Attention: Kevin Copp                               
Facsimile: 49-228-181-44177                         

with a copy to:                                                       

Cleary, Gottlieb, Steen & Hamilton                  
One Liberty Plaza                                   
New York, New York 10006                            

Attention: Robert P. Davis                          
Facsimile: 212- 225-3999                            

and a copy to:                                                        

Hengeler Mueller Weitzel Wirtz                      
Trinkausstrasse 7                                   
D-40213 Dusseldorf                                  
Germany                                             

Attention: Rainer Krause                            
Facsimile: +49-211-83-04-170                        

 (b) Notices given hereunder shall be also given by the party delivering
such notice to VoiceStream at the address below:                                

VoiceStream                                         

VoiceStream Wireless Corporation                    
3650 131(st)Avenue S.E.                             
Bellevue, Washington 98006                          

Attention: Alan R. Bender                           
Facsimile: 425-586-8080                             

with a copy to:                                                       

Preston Gates & Ellis LLP                           
701 Fifth Avenue, Suite 5000                        
Seattle, WA 98104                                   

Attn: Richard B. Dodd, Esq.                         
Telecopy No.: 206-623-7022                          

  SECTION 9.03.  Expenses.  Except as otherwise provided herein, all costs
and expenses incurred in connection with this Agreement and the transactions    
contemplated hereby shall be paid by the Party incurring such costs and         
expenses, except that (i) those expenses incurred in connection with the        
printing of the Powertel Proxy Statement and the DT Registration Statement shall
be borne one-third by VoiceStream, one-third by DT and one-third by Powertel and
(ii) the filing fees related to the Powertel Proxy Statement and the DT         
Registration Statement with respect to the DT Ordinary Shares and the DT        
Depositary Shares to be offered to stockholders of Powertel shall be borne      
one-half by DT and one-half by Powertel.                                        

    SECTION 9.04.  Headings.  The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or          
interpretation of this Agreement.                                               
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SECTION 9.05.  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, then all other conditions and provisions of this Agreement    
shall nevertheless remain in full force and effect so long as the economic or   
legal substance of the transactions contemplated hereby is not affected in any  
manner 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 an acceptable manner to the end 
that the transactions contemplated hereby are fulfilled to the maximum extent   
possible.                                                                       

SECTION 9.06.  Entire Agreement; No Third-Party Beneficiaries.  This  
Agreement, the Powertel Stockholder Agreements and the Confidentiality Agreement
constitute the entire agreement and, except as expressly set forth herein,      
supersedes any and all other prior agreements and undertakings, both written and
oral, between the Parties, or any of them, with respect to the subject matter   
hereof and, except for Section 5.07, 5.19 or 9.02(c), is not intended to confer 
upon any person other than Powertel, DT and, after the Effective Time their     
respective stockholders, as stockholders, any rights or remedies hereunder.     

   SECTION 9.07.  Assignment.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties      
hereto, in whole or in part (whether by operation of law or otherwise), without 
the prior written consent of the other party; provided, however, that (i) this  
Agreement may be assigned by DT to an entity treated as a corporation for U.S.  
federal income tax purposes which owns more than 80% of the DT Ordinary Shares  
and which succeeds to all of the rights and obligations of DT under the Escrow  
Agency Agreement and (ii) this Agreement may be assigned by Merger Sub to an    
entity treated as a corporation for U.S. federal income tax purposes and which  
is a direct, wholly-owned subsidiary of the entity to which DT has assigned this
Agreement pursuant to (i) above. Subject to the preceding sentence, this        
Agreement will be binding upon, inure to the benefit of and be enforceable by   
the parties and their respective successors and assigns.                        

 SECTION 9.08.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE    
APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THAT    
STATE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF.              

SECTION 9.09.  Enforcement; Submission to Jurisdiction; Waivers.  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, to the extent permitted by law,   
entitled to an injunction or injunctions to prevent breaches of this Agreement  
or any related agreement and to enforce specifically the terms and provisions of
this Agreement or any related agreement, this being in addition to any other    
remedy to which they are entitled at law or in equity. Each of the parties      
hereto irrevocably agrees that any legal action or proceeding with respect to   
this Agreement or for recognition and enforcement of any judgment in respect    
hereof brought by the other party hereto or its successors or assigns shall be  
brought and determined only in the United States District Court for the District
of Delaware, or in the event (but only in the event) that such court does not   
have subject matter jurisdiction over such action or proceeding, in the courts  
of the State of Delaware. Each of the parties hereto hereby irrevocably submits 
with regard to any such action or proceeding for itself and in respect of its   
property, generally and unconditionally, to the personal jurisdiction of the    
aforesaid courts. Each of the parties hereto hereby irrevocably waives, and     
agrees not to assert, by way of motion, as a defense, counterclaim or otherwise,
in any action or proceeding with respect to this Agreement, (a) any claim that  
it is not personally subject to the jurisdiction of the above-named courts for  
any reason other than the failure to serve in accordance with this Section 9.09,
(b) that it or its property is exempt or immune from jurisdiction of any such   
court or from any legal process commenced in such courts (whether through       
service of notice, attachment prior to judgment, attachment in aid of execution 
of judgment, execution of judgment or otherwise), and (c) to the fullest extent 
permitted by the applicable law, that (i) the suit, action or proceeding in such
court is brought in                                                             

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an inconvenient forum, (ii) the venue of such suit, action or proceeding is     
improper and (iii) this Agreement, or the subject matter hereof, may not be     
enforced in or by such courts.                                                  

   SECTION 9.10.  Waiver of Immunity.  DT agrees that, to the extent that it
or any of its Subsidiaries or any of its property or the property of its        
Subsidiaries is or becomes entitled to any immunity on the grounds of           
sovereignty or otherwise based upon its status as an agency or instrumentality  
of the government from any legal action, suit or proceeding or from set-off or  
counterclaim relating to this Agreement from the jurisdiction of any competent  
court, from service of process, from attachment prior to judgment, from         
attachment in aid of execution, from execution pursuant to a judgment or an     
arbitral award or from any other legal process in any jurisdiction, it, for     
itself and its property, and for each of its Subsidiaries and its property,     
expressly, irrevocably and unconditionally waives, and agrees not to plead or   
claim, any such immunity with respect to matters arising with respect to this   
Agreement or the subject matter hereof (including any obligation for the payment
of money). DT agrees that the foregoing waiver is irrevocable and is not subject
to withdrawal in any jurisdiction or under any statute, including the Foreign   
Sovereign Immunities Act, 28 U.S.C. sec. 1602 et seq. The foregoing waiver shall
constitute a present waiver of immunity at any time any action is initiated     
against DT or any of its Subsidiaries with respect to this Agreement or the     
subject matter hereof (including any obligation for the payment of money).      

     SECTION 9.11.  Counterparts.  This Agreement may be executed in one or more
counterparts, and by the different Parties in separate counterparts, each of    
which when executed shall be deemed to be an original, but all of which shall   
constitute one and the same agreement.                                          

SECTION 9.12.  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 Schedules annexed      
hereto or in any of the documents, certifications 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, the parties have caused this amended and restated 
Agreement dated the date first written above to be executed on February 8, 2001 
by their respective officers thereunto duly authorized.                         

                  POWERTEL, INC.

                              By: /s/ FRED G. ASTOR, JR.
                                            ------------------------------------
                                    Name: Fred G. Astor, Jr.
                                              Title: Chief Financial Officer and
                                    Executive Vice President

                       DEUTSCHE TELEKOM AG

                              By: /s/ JEFFREY A. HEDBERG
                                            ------------------------------------
                                    Name: Jeffrey A. Hedberg
                                         Title: Member of the Board of
                                     Management, International

                                 By: /s/ DR. KARL-GERHARD EICK
                                            ------------------------------------
                                       Name: Dr. Karl-Gerhard Eick
                                         Title: Member of the Board of
                               Management, Finance

                 BEGA II, INC.

                              By: /s/ JEFFREY A. HEDBERG
                                            ------------------------------------
                                    Name: Jeffrey A. Hedberg
                           Title: Director

                             By: /s/ KARL-GERHARD EICK
                                            ------------------------------------
                                       Name: Dr. Karl-Gerhard Eick
                           Title: Director

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                                                                         ANNEX C
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

AGREEMENT AND PLAN OF REORGANIZATION

DATED AS OF AUGUST 26, 2000,

AS AMENDED AND RESTATED AS OF FEBRUARY 8, 2001

AMONG 

VOICESTREAM WIRELESS CORPORATION, 

POWERTEL, INC., 

AND 

VOICESTREAM SUBSIDIARY V CORPORATION

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                               PAGE
                                                                               ----
                                                                                   
ARTICLE I -- THE REORGANIZATION...............................................  C-2
  Section 1.01    The Merger..................................................  C-2
  Section 1.02    Closing.....................................................  C-2
  Section 1.03    Effective Time..............................................  C-2
  Section 1.04    Effects of the Merger.......................................  C-2
  Section 1.05    Restated Certificate of Incorporation and By-laws; Officers      
                  and Directors...............................................  C-2
  Section 1.06    Effect on Stock.............................................  C-3
  Section 1.07    Surrender of Certificates...................................  C-5

ARTICLE II -- REPRESENTATIONS AND WARRANTIES OF POWERTEL......................  C-8
  Section 2.01    Organization................................................  C-8
  Section 2.02    Subsidiaries................................................  C-8
  Section 2.03    Capital Structure...........................................  C-8
  Section 2.04    Authority................................................... C-10
  Section 2.05    Consents and Approvals; No Violations....................... C-10
  Section 2.06    SEC Documents and Other Reports............................. C-11
  Section 2.07    Absence of Material Adverse Change.......................... C-11
  Section 2.08    Information Supplied........................................ C-12
  Section 2.09    Permits; Compliance with Laws............................... C-12
  Section 2.10    Tax Matters................................................. C-13
  Section 2.11    Liabilities................................................. C-14
  Section 2.12    Benefit Plans; Employees and Employment Practices........... C-14
  Section 2.13    Litigation.................................................. C-16
  Section 2.14    Environmental Matters....................................... C-16
  Section 2.15    Section 203 of DGCL......................................... C-17
  Section 2.16    Intellectual Property....................................... C-17
  Section 2.17    Opinion of Financial Advisor................................ C-17
  Section 2.18    Brokers..................................................... C-17
  Section 2.19    Tax Status.................................................. C-18
  Section 2.20    Contracts................................................... C-18
  Section 2.21    Vote Required............................................... C-18
  Section 2.22    Transactions with Affiliates................................ C-18

ARTICLE III -- REPRESENTATIONS AND WARRANTIES OF VOICESTREAM AND SUB..........     
                                                                               C-19
  Section 3.01    Organization................................................ C-19
  Section 3.02    Ownership of Sub............................................ C-19
  Section 3.03    Capital Structure........................................... C-19
  Section 3.04    Authority................................................... C-20
  Section 3.05    Consents and Approvals; No Violations....................... C-21
  Section 3.06    SEC Documents and Other Reports............................. C-21

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                                                                [Download Table]

                                                                               PAGE
                                                                               ----
                                                                                   
  Section 3.07    Absence of Material Adverse Change.......................... C-22
  Section 3.08    Information Supplied........................................ C-22
  Section 3.09    Permits; Compliance with Laws............................... C-22
  Section 3.10    Tax Matters................................................. C-23
  Section 3.11    Liabilities................................................. C-24
  Section 3.12    Litigation.................................................. C-24
  Section 3.13    State Takeover Statutes..................................... C-24
  Section 3.14    Brokers..................................................... C-24
  Section 3.15    Tax Status.................................................. C-24
  Section 3.16    Interim Operations and Performance of Sub................... C-25
  Section 3.17    Vote Required............................................... C-25
  Section 3.18    Transactions with Affiliates................................ C-25
  Section 3.19    Opinion of Goldman, Sachs & Co. ............................ C-25

ARTICLE IV -- COVENANTS RELATING TO CONDUCT OF BUSINESS....................... C-25
  Section 4.01    Conduct of Business by Powertel Pending the                      
                  Reorganization.............................................. C-25
  Section 4.02    Conduct of Business by VoiceStream Pending the                   
                  Reorganization.............................................. C-28
  Section 4.03    No Solicitation............................................. C-28
  Section 4.04    Disclosure of Certain Matters; Delivery of Certain               
                  Filings..................................................... C-30
  Section 4.05    Tax Status.................................................. C-30
  Section 4.06    Control of Operations....................................... C-30
  Section 4.07    Powertel Merger Agreement................................... C-30

ARTICLE V -- ADDITIONAL AGREEMENTS............................................ C-30
  Section 5.01    Employee Benefits........................................... C-30
  Section 5.02    Options; Restricted Stock Awards............................ C-32
  Section 5.03    Stockholders Meetings....................................... C-32
  Section 5.04    Preparation of the Registration Statement and Joint Proxy        
                  Statement................................................... C-33
  Section 5.05    Notification of Receipt of Proxy............................ C-34
  Section 5.06    Comfort Letters............................................. C-34
  Section 5.07    Access to Information....................................... C-34
  Section 5.08    Compliance with the Securities Act.......................... C-35
  Section 5.09    Nasdaq Listings............................................. C-35
  Section 5.10    Fees and Expenses........................................... C-35
  Section 5.11    Public Announcements........................................ C-36
  Section 5.12    State Takeover Laws......................................... C-36
  Section 5.13    Indemnification; Directors and Officers Insurance........... C-36
  Section 5.14    Reasonable Best Efforts..................................... C-37
  Section 5.15    Certain Litigation.......................................... C-39
  Section 5.16    Powertel Stockholder Agreement and VoiceStream Stockholder       
                  Agreement................................................... C-39
  Section 5.17    Senior Discount Notes and Senior Notes...................... C-39

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                                                                               PAGE
                                                                               ----
                                                                                   
  Section 5.18    Plans and Programs to Be Implemented........................ C-39
  Section 5.19    Registration Rights......................................... C-39

ARTICLE VI -- CONDITIONS PRECEDENT............................................ C-40
  Section 6.01    Conditions to Each Party's Obligation to Effect the              
                  Reorganization.............................................. C-40
  Section 6.02    Additional Conditions to Obligation of Powertel to Effect        
                  the Reorganization.......................................... C-40
  Section 6.03    Conditions to Obligations of VoiceStream and Sub to Effect       
                  the Reorganization.......................................... C-41

ARTICLE VII -- TERMINATION AND AMENDMENT...................................... C-42
  Section 7.01    Termination................................................. C-42
  Section 7.02    Effect of Termination....................................... C-43
  Section 7.03    Amendment................................................... C-44
  Section 7.04    Extension; Waiver........................................... C-44

ARTICLE VIII -- GENERAL PROVISIONS............................................ C-44
  Section 8.01    Non-Survival of Representations and Warranties and               
                  Agreements.................................................. C-44
  Section 8.02    Notices..................................................... C-44
  Section 8.03    Interpretation; Definitions................................. C-45
  Section 8.04    Counterparts................................................ C-53
  Section 8.05    Entire Agreement; No Third-Party Beneficiaries.............. C-53
  Section 8.06    Governing Law............................................... C-53
  Section 8.07    Assignment.................................................. C-53
  Section 8.08    Severability................................................ C-53
  Section 8.09    Enforcement of this Agreement............................... C-53
  Section 8.10    Obligations of Subsidiaries................................. C-53
  Section 8.11    Reliance on Representations................................. C-54
  Section 8.12    Failure or Indulgence Not Waiver; Remedies Cumulative....... C-54
  Section 8.13    Rules of Construction....................................... C-54
  Section 8.14    Date of this Agreement; No Waiver........................... C-54

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AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION dated as of August 26, 2000, as  
amended and restated as of February 8, 2001 (this "AGREEMENT"), among           
VoiceStream Wireless Corporation, a Delaware corporation ("VOICESTREAM"),       
VoiceStream Subsidiary V Corporation, a Delaware corporation formed by          
VoiceStream ("SUB"), and Powertel, Inc., a Delaware corporation ("POWERTEL").   
Except as otherwise set forth herein, capitalized (and certain other) terms used
herein shall have the meanings set forth in SECTION 8.03.                       

W I T N E S S E T H:

    WHEREAS, VoiceStream and Deutsche Telekom AG, an AKTIENGESELLSCHAFT ("DT")
entered into an Agreement and Plan of Merger dated as of July 23, 2000 (as      
amended or modified from time to time, the "DT MERGER AGREEMENT"), providing for
the acquisition of VoiceStream by DT (the "DT MERGER");                         

    WHEREAS, Powertel and DT entered into a separate merger agreement dated as
of August 26, 2000 (as amended or modified from time to time, the "POWERTEL     
MERGER AGREEMENT"), providing for the acquisition of Powertel by DT (the        
"POWERTEL MERGER"), subject to certain closing conditions, including the        
consummation of the DT Merger;                                                  

    WHEREAS, VoiceStream and Powertel desire to provide for the acquisition of
Powertel by VoiceStream upon the terms and conditions set forth in this         
Agreement in the event the DT Merger is not consummated;                        

WHEREAS, the reorganization provided for herein (the "REORGANIZATION")
shall include the merger (the "MERGER") of SUB with and into Powertel and, if   
applicable, the other transactions described below and shall only take place if 
the DT Merger Agreement has previously terminated;                              

WHEREAS, the respective Boards of Directors of VoiceStream, Sub and   
Powertel have approved and declared advisable the Reorganization, upon the terms
and subject to the conditions herein set forth whereby each issued and          
outstanding share of common stock of Powertel, $0.01 par value (the "POWERTEL   
COMMON STOCK"), and each issued and outstanding share of preferred stock of     
Powertel (whether or not such shares of preferred stock are or become           
convertible into Powertel Common Stock prior to the Effective Time), $0.01 par  
value per share and together with all accrued and unpaid dividends thereon      
(calculated as if the Closing Date were a dividend payment date) (the "POWERTEL 
PREFERRED STOCK," and collectively with Powertel Common Stock, the "POWERTEL    
STOCK"), other than shares of Powertel Stock owned directly or indirectly by    
VoiceStream or Powertel, will be converted into shares of common stock, $0.001  
par value, of VoiceStream (the "VOICESTREAM COMMON STOCK");                     

WHEREAS, the respective Boards of Directors of VoiceStream, Sub and   
Powertel 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;                     

    WHEREAS, the Board of Directors of Sub has determined that it is advisable
and in the best interests of Sub and its stockholder to consummate the Merger   
and the other transactions contemplated hereby and has authorized the execution 
and delivery of this Agreement, and VoiceStream, as Sub's current sole          
stockholder, has approved and adopted this Agreement;                           

  WHEREAS, for federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization within the meaning of Section 368(a) of the   
Code;                                                                           

 WHEREAS, as a condition to the willingness of, and as an inducement to,
VoiceStream to enter into this Agreement, contemporaneously with the execution  
and delivery of this Agreement certain holders of Powertel Stock are each       
entering into a stockholder agreement dated as of the date hereof (each a       

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"POWERTEL STOCKHOLDER AGREEMENT"), providing for certain actions relating to the
transactions contemplated by this Agreement;                                    

 WHEREAS, as a condition to the willingness of, and as an inducement to,
Powertel to enter into this Agreement, contemporaneously with the execution and 
delivery of this Agreement certain holders of VoiceStream Common Stock and      
preferred stock of VoiceStream are each entering into a voting agreement dated  
as of the date hereof (each a "VOICESTREAM STOCKHOLDER AGREEMENT"), providing   
for certain actions relating to the transactions contemplated by this Agreement;
and                                                                             

WHEREAS, VoiceStream, Sub and Powertel 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, Sub and Powertel hereby agree as follows:                          

ARTICLE I 

THE REORGANIZATION

 SECTION 1.01  The Merger.  Upon the terms and subject to the conditions
hereof, and in accordance with the DGCL, in the Reorganization, Sub shall be    
merged with and into Powertel at the Effective Time. Following the Effective    
Time, the separate corporate existence of Sub shall cease, and Powertel shall   
continue as the surviving corporation (the "SURVIVING CORPORATION") and shall   
succeed to and assume all the rights and obligations of Sub and Powertel in     
accordance with the DGCL.                                                       

     SECTION 1.02  Closing.  The closing (the "CLOSING") of the Merger will take
place at 10:00 a.m., Seattle time, on the fifth Business Day after satisfaction 
or waiver of the conditions set forth in ARTICLE VI (excluding conditions that, 
by their terms, cannot be satisfied except at the Closing), at the offices of   
Preston Gates & Ellis LLP, 701 Fifth Avenue, Suite 5000, Seattle, WA 98104-7078,
unless this Agreement shall have been terminated and the transactions           
contemplated by this Agreement abandoned pursuant to ARTICLE VII or 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 1.03  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 Sub and Powertel shall agree 
should be specified in the Certificate of Merger. 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 other   
time established by the Certificate of Merger. The filing of the Certificate of 
Merger shall be made on the Closing Date as soon as practicable after the       
satisfaction or waiver of the conditions set forth herein.                      

    SECTION 1.04  Effects of the Merger.  At the Effective Time, the effect of
the Merger shall be as provided in this Agreement and in the applicable         
provisions of the DGCL. Without limiting the generality of the foregoing, and   
subject thereto, at the Effective Time, all the assets, property, rights,       
privileges, immunities, powers and franchises of Powertel and Sub shall vest in 
the Surviving Corporation, and all debts, liabilities and duties of Powertel and
Sub shall become the debts, liabilities and duties of the Surviving Corporation.

   SECTION 1.05  Restated Certificate of Incorporation and By-laws; Officers
and Directors.                                                                  

 (a) The Restated Certificate of Incorporation of Powertel, 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 Certificate of Incorporation of the Surviving        
Corporation until thereafter changed or amended as provided therein or by       
applicable law.                                                                 

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     (b) The Restated By-laws of Powertel, as in effect immediately prior to the
Effective Time, shall be amended as of the Effective Time as set forth on ANNEX 
B hereto. As so amended, such Restated By-laws shall be the By-laws of the      
Surviving Corporation until thereafter changed or amended as provided therein or
by applicable law.                                                              

   (c) The directors of Sub 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) The officers of Sub 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.                                                             

    SECTION 1.06  Effect on Stock.  As of the Effective Time, by virtue of the
Merger and without any action on the part of any party hereto or the holders of 
any securities of Powertel and Sub:                                             

   (a) Capital Stock of Sub.  Each issued and outstanding share of
     capital stock of Sub 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 VoiceStream Owned Stock.  Each share of
    Powertel Stock that is owned by Powertel or by any Powertel Subsidiary and
     each share of Powertel Stock that is owned by VoiceStream, Sub or any other
 VoiceStream Subsidiary shall automatically be cancelled and retired and
   shall cease to exist, and no consideration shall be delivered in exchange
therefor.                                                             

      (c) Conversion of Powertel Stock.  At the Effective Time: (i) each
  share of Powertel Common Stock issued and outstanding shall be converted
    automatically into the right to receive a number (as calculated below, the
     "CONVERSION NUMBER") of validly issued, fully paid and nonassessable shares
of VoiceStream Common Stock; and (ii) each share of Powertel Preferred
   Stock issued and outstanding, whether or not such share is convertible by
   its terms as of the Effective Time, shall be converted automatically into
   the right to receive a number of shares of validly issued, fully paid and
    nonassessable shares of VoiceStream Common Stock determined by multiplying
 (A) the Conversion Number by (B) the sum of (1) the number of shares of
 Powertel Common Stock into which such share of Powertel Preferred Stock
would be converted as of the Effective Time, if such share were then  
   convertible and had been converted, plus (2) with respect to the Series E
 Preferred Shares and Series F Preferred Shares, the number of shares of
Powertel Common Stock that represent accrued or declared but unpaid   
     dividends on such shares (calculated as if the Closing Date were a dividend
  payment date). The Conversion Number shall be determined as follows: (i)
 0.75 if the VoiceStream Average Closing Price is $113.33 or below; (ii)
0.65 if the VoiceStream Average Closing Price is $130.77 or above; and
    (iii) if the VoiceStream Average Closing Price is greater than $113.33 and
less than $130.77, the quotient determined by dividing $85.00 by the  
    VoiceStream Average Closing Price. The "VOICESTREAM AVERAGE CLOSING PRICE"
   shall mean the volume weighted average closing price (based on the Nasdaq
  National Market System ("NASDAQ") composite volume published by the Wall
  Street Journal) of the VoiceStream Common Stock as publicly reported for
    the Nasdaq as of 4:00 p.m. Eastern Time for ten (10) trading days randomly
  selected by lot out of the last twenty (20) trading days ending five (5)
    trading days prior to the Closing Date. As of the Effective Time, all such
shares of Powertel Stock shall be converted in accordance with this   
    paragraph, and when so converted, shall no longer be outstanding and shall
   automatically be cancelled and retired and shall cease to exist, and each
holder of a certificate representing any such shares of Powertel Stock
  shall cease to have any rights with respect thereto, except the right to
receive (i) certificates representing the shares of VoiceStream Common
  Stock into which such shares of Powertel Stock have been converted, (ii)
  any dividends and other distributions in accordance with SECTION 1.07(d)
    and (iii) any cash, without interest, to be paid in lieu of any fractional
    share of VoiceStream Common Stock in accordance with SECTION 1.07(e). ITEM
  1.06(c) of the Powertel Letter sets forth a pro forma calculation of the
  conversion of Powertel Common Stock and each outstanding Powertel Common
Stock Equivalent (including the corresponding conversion ratios with  
respect to each series of                                             

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Powertel Preferred Stock) into VoiceStream Common Stock or VoiceStream
Equity Rights as of the date hereof.                                  

          (d) Assumption of Options, Warrants and Puts.  Subject to SECTION 5.02
     hereof, Powertel and VoiceStream shall take all requisite action such that,
  at the Effective Time, (i) all Powertel Stock Options outstanding at the
Effective Time, (ii) all obligations of Powertel with respect to the  
     warrants (the "POWERTEL WARRANTS") to purchase Powertel Common Stock issued
 by Powertel pursuant to the Warrant Agreement (the "WARRANT AGREEMENT")
dated February 7, 1996 between Powertel and Bankers Trust Company, as 
 warrant agent, outstanding at the Effective Time, (iii) all obligations
  with respect to the Stock Purchase Agreement and the Put Agreement, each
    dated May 30, 2000 between Powertel and Sonera Holding B.V. (together, the
  "SONERA PUT") and (iv) all obligations with respect to the Put Agreement
    dated May 30, 2000 and between Powertel, Eliska Wireless Investors I, L.P.
     and Sonera Holding B.V. (the "ELISKA PUT" and together with the Sonera Put,
  the "ELISKA PUT RIGHTS") shall be specifically assumed by VoiceStream in
writing.                                                              

     (e) Permitted Stock Dividends.  Anything in this Agreement to the
    contrary notwithstanding, at any time prior to both the Effective Time and
     the termination of the DT Merger Agreement, (A) VoiceStream may declare and
   pay (provided such declaration and payment are both effected prior to the
Effective Time), a pro rata distribution, including a distribution of 
fractional shares, to the holders of the then outstanding VoiceStream 
Common Stock of 0.0075 of a share of VoiceStream Common Stock for each
   share of VoiceStream Common Stock outstanding on the record date for such
    action (the "VOICESTREAM PERMITTED STOCK DIVIDEND"), and the conversion or
exercise terms of any option, warrant, restricted stock award, put or 
     preferred security of VoiceStream or any VoiceStream Subsidiary that by its
terms, as in effect on February 8, 2001, adjusts as a result of such  
  VoiceStream Permitted Stock Dividend (whether automatically, or upon the
taking of any corporate action or action by the board of directors of 
  VoiceStream or any such VoiceStream Subsidiary) shall be so adjusted and
     (B) Powertel may declare and pay (provided such declaration and payment are
both effected prior to the Effective Time), a pro rata distribution,  
   including a distribution of fractional shares, to the holders of the then
   outstanding Powertel Common Stock of 0.0075 of a share of Powertel Common
 Stock for each share of Powertel Common Stock outstanding on the record
 date for such action (the "POWERTEL PERMITTED STOCK DIVIDEND"), and the
conversion or exercise terms of any option, warrant, restricted stock 
 award, put or preferred security of Powertel or any Powertel Subsidiary
     that by its terms, as in effect on February 8, 2001, adjusts as a result of
    such Powertel Permitted Stock Dividend (whether automatically, or upon the
taking of any corporate action or action by the board of directors of 
Powertel or any such Powertel Subsidiary) shall be so adjusted.       

(f) Adjustment of Conversion Number.                        

        (i) In the event of any reclassification, stock split or stock
    dividend with respect to VoiceStream Common Stock or Powertel Common
       Stock (to the extent permitted by this Agreement), any change, exchange
  or conversion of VoiceStream Common Stock into other securities or
property, or any other dividend or distribution with respect to 
       VoiceStream 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 (provided that the VoiceStream Permitted
     Stock Dividend and Powertel Permitted Stock Dividend must be declared
    and paid prior to the Effective Time), appropriate and proportionate
adjustments, if any, shall be made to the Conversion Number, and
    thereafter all references in this Agreement to the Conversion Number
  shall be deemed to be to the Conversion Number as so adjusted. For
        illustration purposes, assuming the VoiceStream Permitted Stock Dividend
        and/or the Powertel Permitted Stock Dividend, as applicable, is declared
and paid prior to the Effective Time, then:                     

              (A) In the event both the VoiceStream Permitted Stock Dividend
           and the Powertel Permitted Stock Dividend are declared and paid prior
       to the Effective Time pursuant to Section 1.06(e), the Conversion
Number shall be determined as follows: (x) 0.75 if the    

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        VoiceStream Average Closing Price is $112.49 or below; (y) 0.65 if
           the VoiceStream Average Closing Price is $129.80 or above; and (z) if
       the VoiceStream Average Closing Price is greater than $112.49 and
          less than $129.80, the quotient determined by dividing $84.37 by the
VoiceStream Average Closing Price.                        

            (B) In the event the VoiceStream Permitted Stock Dividend is
       declared and paid prior to the Effective Time pursuant to Section
           1.06(e) but the Powertel Permitted Stock Dividend is not declared and
       paid prior to the Effective Time pursuant to Section 1.06(e), the
        Conversion Number shall be determined as follows: (x) 0.756 if the
         VoiceStream Average Closing Price is $112.49 or below; (y) 0.655 if
           the VoiceStream Average Closing Price is $129.80 or above; and (z) if
       the VoiceStream Average Closing Price is greater than $112.49 and
          less than $129.80, the quotient determined by dividing $85.00 by the
VoiceStream Average Closing Price.                        

         (C) In the event the Powertel Permitted Stock Dividend is
       declared and paid prior to the Effective Time pursuant to Section
          1.06(e) but the VoiceStream Permitted Stock Dividend is not declared
           and paid prior to the Effective Time pursuant to Section 1.06(e), the
        Conversion Number shall be determined as follows: (x) 0.744 if the
         VoiceStream Average Closing Price is $113.33 or below; (y) 0.645 if
           the VoiceStream Average Closing Price is $130.77 or above; and (z) if
       the VoiceStream Average Closing Price is greater than $113.33 and
          less than $130.77, the quotient determined by dividing $84.37 by the
VoiceStream Average Closing Price.                        

           (ii) In the event that the aggregate number of shares of Powertel
   Common Stock and Powertel Common Stock Equivalents ("ADJUSTED FULLY
     DILUTED SHARES") exceeds the Maximum Share Amount as of the Effective
      Time, excluding, for purposes of this SECTION 1.06(f), Powertel Common
       Stock issuable after the date hereof and prior to the Effective Time in
     respect of dividends accrued on the Series E Preferred Shares and the
   Series F Preferred Shares, and Powertel Common Stock issued for the
      Powertel Permitted Stock Dividend, including Powertel Common Stock and
        Powertel Common Stock Equivalents deemed to be issued as a result of the
      adjustment of the conversion or exercise terms of any option, warrant,
    restricted stock award, put or preferred security of Powertel or any
 Powertel Subsidiary that by its terms adjusts as a result of such
     Powertel Permitted Stock Dividend (whether automatically, or upon the
     taking of any corporate action or action by the board of directors of
      Powertel or any such Powertel Subsidiary), the Conversion Number shall
     be adjusted by multiplying the Conversion Number otherwise applicable
       under SECTION 1.06(c) by a fraction the numerator of which shall be the
        Maximum Share Amount and the denominator of which shall be the number of
 Adjusted Fully Diluted Shares as of the Effective Time. Except as
     described in the preceding sentence, the number of shares of Powertel
     Common Stock and Powertel Common Stock Equivalents for the purpose of
      such recalculation shall be determined in the same manner as described
    in ITEM 1.06(c) of the Powertel Letter, including shares of Powertel
        Common Stock issuable (i) in exchange for Powertel Preferred Stock, (ii)
        pursuant to Powertel Stock Options and Powertel Warrants, (iii) pursuant
       to Powertel Restricted Stock Awards, (iv) in connection with the Eliska
   Put Rights, (v) pursuant to the Sonera Stock Purchase Agreement (as
    defined below) and (vi) any other Powertel Common Stock and Powertel
  Common Stock Equivalents outstanding as of the Effective Time. For
  purposes of this SECTION 1.06(f), the "MAXIMUM SHARE AMOUNT" means
    55,742,000 shares; provided, however, that if prior to the Effective
  Time the Stock Purchase Agreement between Powertel and Sonera B.V.
relating to the DiGiPH Transaction (the "SONERA STOCK PURCHASE  
AGREEMENT") or the Eliska Put or the Sonera Put shall have been 
    terminated, the Maximum Share Amount shall be appropriately reduced.

SECTION 1.07  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 (25) Business Days                                       

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after the Effective Time, VoiceStream shall deposit with the Exchange Agent, in 
trust for the holders of certificates (the "POWERTEL CERTIFICATES") which       
immediately prior to the Effective Time represented shares of Powertel Stock    
converted in the Merger, certificates (the "VOICESTREAM CERTIFICATES")          
representing the shares of VoiceStream Common Stock issuable pursuant to SECTION
1.06(c) (such shares of VoiceStream Common Stock, together with cash in lieu of 
fractional shares and any dividends, securities, property or distributions with 
respect thereto payable in accordance with SECTION 1.07(d) being hereinafter    
referred to as the "EXCHANGE FUND").                                            

(b) Exchange Procedure.  As soon as reasonably practicable after the  
Effective Time, but no later than five (5) Business Days after the Effective    
Time, the Surviving Corporation shall cause the Exchange Agent to mail to each  
holder of record of a Powertel Certificate, (i) a letter of transmittal (which  
shall specify that delivery shall be effected, and risk of loss and title to a  
Powertel Certificate shall pass, only upon delivery of such Powertel Certificate
to the Exchange Agent and shall be in a form and have such other provisions as  
VoiceStream may reasonably specify), and (ii) instructions for use in effecting 
the surrender of Powertel Certificates in exchange for the property described in
the next sentence. Upon surrender for cancellation to the Exchange Agent of any 
Powertel Certificate(s) held by any holder of record of a Powertel Certificate, 
together with such letter of transmittal duly executed, such holder shall be    
entitled to receive in exchange therefor a VoiceStream Certificate (which shall 
not include any restrictive legends but may be subject to the agreement signed  
by Rule 145 Affiliates pursuant to SECTION 5.08(a) of this Agreement)           
representing the number of whole shares of VoiceStream Common Stock into which  
the shares of Powertel Stock represented by the surrendered Powertel            
Certificate(s) shall have been converted at the Effective Time pursuant to      
SECTION 1.06(c), cash in lieu of any fractional share of VoiceStream Common     
Stock in accordance with SECTION 1.07(e) and the dividends and other            
distributions in accordance with SECTION 1.07(d); and the Powertel              
Certificate(s) so surrendered shall forthwith be cancelled. In the event of a   
transfer of ownership of shares of Powertel Stock that is not registered in the 
transfer records of Powertel, cash or a VoiceStream Certificate representing    
shares of VoiceStream Common Stock may be paid to or issued in a name other than
that in which the Powertel Certificate surrendered in exchange therefor is      
registered, if such Powertel 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 Powertel 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 1.07, each        
Powertel Certificate shall be deemed at any time after the Effective Time to    
represent only (A) the right to receive VoiceStream Certificates representing   
the shares of VoiceStream Common Stock into which the shares of Powertel Stock  
represented by such Powertel Certificate have been converted, (B) any dividends 
and other distributions in accordance with SECTION 1.07(d), and (C) any cash,   
without interest, to be paid in lieu of any fractional share of VoiceStream     
Common Stock in accordance with SECTION 1.07(e). VoiceStream 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 Powertel Stock    
such amounts as VoiceStream 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, but in connection therewith shall 
be obligated to pay over to the proper Tax authorities and properly report such 
payment as required by such Tax law. To the extent that amounts are so withheld 
by VoiceStream or the Exchange Agent (but not both) and have been properly paid 
to the appropriate Tax authorities and reported as required by law, such        
withheld amounts shall be treated for all purposes of this Agreement as having  
been paid to the holder of the shares of Powertel Stock in respect of which such
deduction and withholding was made by VoiceStream or the Exchange Agent.        

(c) No Further Ownership Rights in Shares.  All shares of VoiceStream 
Common Stock issued and cash paid upon the surrender of Powertel Certificates in
accordance with the terms of this ARTICLE I (including any cash paid pursuant to
SECTION 1.07(d) or SECTION 1.07(e)) shall be deemed to have been issued (and    
paid) in full satisfaction of all rights pertaining to the shares of Powertel   
Stock theretofore represented by such Powertel Certificates. At the Effective   
Time, the stock transfer books of Powertel shall be closed, and there shall be  
no further registration of transfers on the stock transfer books of the         
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Surviving Corporation of the shares of Powertel Stock that were outstanding     
immediately prior to the Effective Time. If, after the Effective Time, Powertel 
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 I.                                                                      

     (d) Dividends.  No dividends or other distributions that are declared on or
after the Effective Time on VoiceStream 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 VoiceStream Certificates, and
no cash payment in lieu of any fractional share of VoiceStream Common Stock     
shall be paid to any such person pursuant to SECTION 1.07(e), until such person 
shall have surrendered its Powertel Certificate(s) as provided in SECTION       
1.07(b). Subject to applicable law, there shall be paid to each person receiving
a VoiceStream 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 VoiceStream Common Stock         
represented by such VoiceStream 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     
VoiceStream 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 VoiceStream Common Stock shall be issued upon the surrender for       
exchange of Powertel Certificates pursuant to this ARTICLE I; and no such       
fractional share shall entitle the record or beneficial owner thereof to vote or
to any other rights of a stockholder of VoiceStream. In lieu of any such        
fractional share, each holder of shares of Powertel Stock who would otherwise   
have been entitled thereto upon the surrender of Powertel Certificate(s) for    
exchange pursuant to this ARTICLE I 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 of VoiceStream Common Stock (as reported  
on the Nasdaq) on the date on which the Effective Time shall occur (or, if      
VoiceStream Common Stock shall not trade on the Nasdaq on such date, the first  
day of trading in VoiceStream 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 Powertel Stock for twelve (12) months after 
the Effective Time shall be delivered to VoiceStream, upon demand, and any      
holders of Powertel Stock who have not theretofore complied with this ARTICLE I 
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) only 
as general creditors thereof for payment of shares of VoiceStream Common Stock, 
any cash in lieu of fractional shares of VoiceStream Common Stock and any       
dividends or distributions with respect to such shares of VoiceStream Common    
Stock to which they are entitled.                                               

(g) No Liability.  None of VoiceStream, Sub, Powertel, the Surviving  
Corporation or the Exchange Agent shall be liable to any Person in respect of   
any VoiceStream Common Stock or cash delivered to a public official pursuant to 
any applicable abandoned property, escheat or similar law.                      

(h) Lost Certificates.  If any Powertel Certificate is lost, stolen or
destroyed, upon the making of an affidavit of that fact by the Person claiming  
such Powertel Certificate to be lost, stolen or destroyed and executing an      
indemnity reasonably satisfactory to VoiceStream (and, if required by           
VoiceStream, 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 Powertel Certificate,  
the Exchange Agent will issue, in exchange for such lost, stolen or destroyed   
Powertel Certificate, the consideration to be paid in respect of the shares     
represented by such Powertel Certificate. Such Person additionally will be      
entitled to receive any amounts payable pursuant to SECTION 1.07(d)and/or       
SECTION 1.07(e).                                                                

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF POWERTEL

   Except as disclosed in the Powertel Filed SEC Documents and except as set
forth in the Powertel Letter (it being agreed that disclosure of any item in the
Powertel Letter shall be deemed disclosure with respect to any section of this  
Agreement to which the relevance of such item is reasonably apparent), Powertel 
hereby represents and warrants as of the date hereof to VoiceStream and Sub as  
follows:                                                                        

SECTION 2.01  Organization.  Each of Powertel and its Subsidiaries    
(collectively, the "POWERTEL SUBSIDIARIES") is a corporation or limited         
liability company duly organized, validly existing and is in good standing      
(where such concept is applicable) under the laws of the jurisdiction of its    
incorporation or organization and has the requisite 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    
could not reasonably be expected to have a Material Adverse Effect on Powertel  
or prevent or materially delay the consummation of the Reorganization. Powertel 
and each of the Powertel Subsidiaries is duly qualified or licensed to do       
business and is in good standing (where such concept is applicable) 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 could not reasonably be expected to have a Material Adverse Effect on  
Powertel or prevent or materially delay the consummation of the Reorganization. 
Powertel has delivered to VoiceStream complete and correct copies of the        
Restated Certificate of Incorporation of Powertel and Restated By-laws of       
Powertel and has made available to VoiceStream the certificate of incorporation 
and by-laws (or similar organizational documents) of each of the Powertel       
Subsidiaries.                                                                   

  SECTION 2.02  Subsidiaries.  ITEM 2.02 of the Powertel Letter lists each
Powertel Subsidiary and any Investment Entity. All of the outstanding shares of 
capital stock of each Powertel Subsidiary that is a corporation have been       
validly issued and are fully paid and nonassessable. All of the outstanding     
shares of capital stock of each Powertel Subsidiary are owned by Powertel or by 
another Powertel Subsidiary free and clear of all Liens, except for Liens which 
are granted to secure indebtedness and are disclosed in ITEM 2.02 of the        
Powertel Letter. Except as set forth in ITEM 2.02 of the Powertel Letter, (i)   
Powertel and the Powertel Subsidiaries have no material ongoing obligations,    
agreements, commitments, rights, understandings or arrangements with respect to 
any Investment Entities, including funding obligations; and (ii) all Investment 
Interests are owned by Powertel or the Powertel Subsidiaries free and clear of  
all Liens. Except as set forth in ITEM 2.02 of the Powertel Letter and except   
for the capital stock owned by Powertel, directly or indirectly, in the Powertel
Subsidiaries, neither Powertel nor any of the Powertel 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 2.03  Capital Structure.  The authorized capital stock of Powertel
consists of 401,000,000 shares of capital stock, of which 400,000,000 shares are
authorized to be issued as Powertel Common Stock, and 1,000,000 shares are      
authorized to be issued as Powertel Preferred Stock. As of the close of business
on August 18, 2000, Powertel had 31,381,461 shares of Powertel Common Stock     
issued and outstanding. The series of Powertel Preferred Stock and the number of
designated, issued and outstanding shares, the current exchange ratio and the   
number of shares of Powertel Common Stock issuable upon conversion as of the    
close of business on August 18, 2000, were as follows:                          

                                                        [Enlarge/Download Table]

                                                                                  SHARES OF  
                                                         DESIGNATED,              POWERTEL   
                                                         ISSUED AND   CURRENT   COMMON STOCK 
                                                         OUTSTANDING  EXCHANGE  ISSUABLE UPON
SERIES                                                     SHARES     RATIO(1)   CONVERSION  
------                                                   -----------  --------  -------------
                                                                                             
Series A Convertible Preferred Stock                                                         
  ("SERIES A PREFERRED SHARES").........................   100,000    46.26774    4,626,774  
Series B Convertible Preferred Stock                                                         
  ("SERIES B PREFERRED SHARES").........................   100,000    46.26774    4,626,774  

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                                                        [Enlarge/Download Table]

                                                                                   SHARES OF  
                                                         DESIGNATED,               POWERTEL   
                                                         ISSUED AND    CURRENT   COMMON STOCK 
                                                         OUTSTANDING   EXCHANGE  ISSUABLE UPON
SERIES                                                     SHARES      RATIO(1)   CONVERSION  
------                                                   -----------   --------  -------------
                                                                                              
Series C Convertible Preferred Stock                                                          

  ("SERIES C PREFERRED SHARES").........................        --(2)        --           --  
Series D Convertible Preferred Stock                                                          
  ("SERIES D PREFERRED SHARES").........................    50,000     35.29412    1,764,706  
Series E 6.5% Cumulative Convertible Preferred Stock                                          
  ("SERIES E PREFERRED SHARES")(3)......................    50,000     68.15084    3,407,542  
Series F 6.5% Cumulative Convertible Preferred Shares                                         
  ("SERIES F PREFERRED SHARES")(3)......................    50,000     68.15084    3,407,542  

---------------                                                                 
(1) Subject to any applicable adjustments set forth in the Certificates of      
Designation relating to Powertel Preferred Stock.                       

(2) 50,000 shares initially designated as Series C Preferred Shares have been   
converted to Powertel Common Stock.                                     

(3) The Series E Preferred Shares and Series F Preferred Shares bear cumulative 
dividends that accrue on a daily basis at an annual rate of 6.5% of the 
initial purchase price of such shares.                                  

The Series A, B, C, D, E and F Preferred Shares are hereinafter       
collectively referred to as the "POWERTEL PREFERRED STOCK." As of the close of  
business on August 18, 2000: (i) 56,438 shares of Powertel Common Stock were    
held by Powertel in treasury; (ii) an aggregate of 17,833,338 shares of Powertel
Common Stock were reserved for issuance upon conversion of Powertel Preferred   
Stock; (iii) an aggregate of 2,152,602 shares of Powertel Common Stock were     
reserved for issuance upon exercise of outstanding stock options (the "POWERTEL 
STOCK OPTIONS") granted under the Amended and Restated 1991 Employee Stock      
Option Plan (the "1991 PLAN"), the Amended Nonemployee Stock Option Plan (the   
"NONEMPLOYEE OPTION PLAN") and the 2000 Stock Option and Incentive Plan (the    
"2000 PLAN" and with the 1991 Plan and the Nonemployee Option Plan, the         
"POWERTEL STOCK OPTION PLANS"); (iv) 33,165 shares of Powertel Common Stock were
reserved for issuance pursuant to outstanding Powertel Restricted Stock Awards  
granted under the 1995 Employee Restricted Stock Plan (the "RESTRICTED STOCK    
PLAN"); (v) 3,446,340 shares of Powertel Common Stock remained available for    
issuance pursuant to future stock option grants and restricted stock awards     
under the 2000 Plan; (vi) 966,688 shares of Powertel Common Stock were reserved 
for issuance pursuant to outstanding Powertel Warrants, which have an exercise  
price of $16.9546 per share, subject to adjustment; and (vii) an aggregate of   
30,142 shares of Powertel Common Stock are reserved for accrued but unpaid      
dividends on the Series E Preferred Shares and Series F Preferred Shares. ITEM  
2.03 of the Powertel Letter has a complete and accurate schedule of all Powertel
Stock Options and their respective shares, vesting schedules, exercise prices   
and expiration dates that are outstanding on the date hereof (provided that with
respect to Powertel employees below the director level, such list need only set 
forth the aggregate number of options with the weighted average exercise prices 
at which grants have been made and need not specify grants by grantee). Except  
as set forth above and in ITEMS 2.02 and 2.03 of the Powertel Letter, as of the 
date hereof, no shares of Powertel Stock or shares of capital stock of any      
Powertel Subsidiary 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 ("POWERTEL STOCK RIGHTS") of Powertel or any Powertel Subsidiary. 
The Powertel Preferred Stock, the Powertel Stock Options, the Powertel Warrants,
the Eliska Put Rights, the Powertel Stock Rights and any other security         
convertible into or exercisable or exchangeable for Powertel Common Stock (each 
of which shall be determined on an as if converted, exercised or exchanged      
basis) are herein referred to as "POWERTEL COMMON STOCK EQUIVALENTS." Each      
outstanding share of Powertel Stock is, and each share of Powertel Stock which  
may be issued pursuant to the Powertel 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
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are no outstanding bonds, debentures, notes or other indebtedness of Powertel or
any Powertel Subsidiary having the right to vote (or convertible into, or       
exchangeable for, securities having the right to vote) on any matter on which   
Powertel's stockholders may vote. Except as set forth above or in ITEM 2.03 of  
the Powertel Letter and except as a result of the Powertel Permitted Stock      
Dividend, as of the date of this Agreement, there are no Powertel Equity Rights.
"POWERTEL EQUITY RIGHTS" means securities, options, warrants, calls, rights,    
commitments, agreements, arrangements or undertakings of any kind obligating    
Powertel or any of the Powertel 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 Powertel Common Stock Equivalents
or stock equivalents of any of the Powertel Subsidiaries or obligating Powertel 
or any of the Powertel Subsidiaries to issue, grant, extend or enter into any   
such security, option, warrant, call, right, commitment, agreement, arrangement 
or undertaking.                                                                 

Any increase in any existing Powertel Equity Rights arising from      
anitdilution or similar adjustments resulting from the declaration and payment  
of the Powertel Permitted Stock Dividend will not increase the number of shares 
of Powertel Common Stock subject to Powertel Equity Rights by more than 0.75% in
the aggregate.                                                                  

    Except as set forth in ITEM 2.03 of the Powertel Letter, as of the date of
this Agreement, there are no outstanding contractual obligations of Powertel or 
any of the Powertel Subsidiaries to repurchase, redeem or otherwise acquire any 
shares of capital stock of Powertel or any of the Powertel Subsidiaries.        

     Between August 18, 2000, and the date of this Agreement, no Powertel Common
Stock or Powertel Common Stock Equivalents have been issued or granted, except  
issuances of Powertel Common Stock upon the exercise of Powertel Stock Options  
or Powertel Warrants outstanding on August 18, 2000, and grants of new Powertel 
Stock Options to new employees or employees granted promotions in the ordinary  
course of business; provided that the shares of Powertel Common Stock underlying
such Powertel Stock Options will not exceed a total of 50,000 shares of Powertel
Common Stock.                                                                   

    SECTION 2.04  Authority.  The Board of Directors of Powertel, at a meeting
duly called and held, duly adopted resolutions (i) approving this Agreement, the
Reorganization and the Powertel Stockholder Agreement, (ii) determining that the
Reorganization, including the Merger, is fair to and in the best interests of   
Powertel's stockholders and (iii) recommending that Powertel's stockholders     
approve and adopt this Agreement. Powertel has the requisite corporate power and
authority to execute and deliver this Agreement and the other agreements to     
which it is a party that are referenced herein and, subject to the adoption and 
approval of this Agreement by (i) a majority of the votes entitled to be cast by
the holders of all outstanding shares of Powertel Common Stock and Series A     
Preferred Shares, voting on an as-if-converted to Powertel Common Stock basis   
and voting together with the holders of the Powertel Common Stock as a single   
class, and (ii) two-thirds of each class of the Series A Preferred Shares,      
Series B Preferred Shares, Series D Preferred Shares, Series E Preferred Shares 
and Series F Preferred Shares, each such class of preferred stock voting as a   
single class (collectively, the "POWERTEL STOCKHOLDER APPROVAL"), to consummate 
the transactions contemplated hereby. The execution, delivery and performance of
this Agreement by Powertel and the consummation by Powertel of the              
Reorganization and of the other transactions contemplated hereby have been duly 
authorized by all necessary corporate action on the part of Powertel, subject to
the Powertel Stockholder Approval. This Agreement has been duly executed and    
delivered by Powertel and (assuming the valid authorization, execution and      
delivery of this Agreement by VoiceStream) constitutes the valid and binding    
obligation of Powertel enforceable against Powertel in accordance with its      
terms, except that such enforceability (i) may be limited by bankruptcy,        
insolvency, reorganization, moratorium or other similar laws affecting or       
relating to the enforcement of creditors' rights and remedies generally, and    
(ii) is subject to general principles of equity (regardless of whether          
considered in a proceeding in equity or at law).                                

   SECTION 2.05  Consents and Approvals; No Violations.  Except as set forth
in ITEM 2.05 of the Powertel Letter, and except for filings, permits,           
authorizations, consents and approvals as may be required under, and other      
applicable requirements of, the Securities Act, state securities or "Blue Sky"  
laws, the Exchange Act, the Communications Act, the HSR Act, the DGCL, the      
rules, regulations and published                                                

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decisions of the FAA, the FCC and state public utility or service commissions or
similar agencies, or the rules and regulations of Nasdaq (collectively, the     
"POWERTEL REQUIRED APPROVALS"), the execution, delivery or performance of this  
Agreement by Powertel and the consummation by Powertel of the transactions      
contemplated hereby will not, and on the date the Powertel Permitted Stock      
Dividend is declared and the date it is paid, such declaration or payment, as   
the case may be, will not (i) violate or conflict with the Restated Certificate 
of Incorporation or Restated By-laws of Powertel or of the similar              
organizational documents of any of the Powertel 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 could not reasonably be expected  
to have a Material Adverse Effect on Powertel 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 Powertel or any of the Powertel Subsidiaries  
is a party or by which any of their respective properties are bound, (iv)       
violate any law, court order, judgment, decree, or regulation applicable to     
Powertel or any of the Powertel Subsidiaries or by which any of their respective
properties are bound, or (v) result in the creation or imposition of any Lien on
any asset of Powertel or the Powertel Subsidiaries, except in the case of       
clauses (iii), (iv) or (v) for violations, breaches or defaults that could not  
reasonably be expected to have a Material Adverse Effect on Powertel or prevent 
or materially delay the consummation of the Reorganization.                     

     SECTION 2.06  SEC Documents and Other Reports.  Powertel has filed with the
SEC all documents required to be filed by it since January 1, 1997 under the    
Securities Act or the Exchange Act (the "POWERTEL SEC DOCUMENTS"). As of their  
respective filing dates, the Powertel SEC Documents were prepared substantially 
in accordance 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 (or if amended or superseded by a filing prior to the date   
hereof, then on the date of such filing) none of the Powertel 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 Powertel included in the Powertel SEC Documents have    
been prepared in accordance with generally accepted accounting principles       
(except in the case of the unaudited statements 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 Powertel and the consolidated Powertel       
Subsidiaries as of the respective dates thereof and the consolidated results of 
operations and 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).                                       

   SECTION 2.07  Absence of Material Adverse Change.  Except as disclosed in
ITEM 2.07 of the Powertel Letter or in the documents filed by Powertel with the 
SEC and publicly available prior to the date of this Agreement (the "POWERTEL   
FILED SEC DOCUMENTS"), since December 31, 1999, Powertel and the Powertel       
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 Powertel, (ii) except as a 
result of the Powertel Permitted Stock Dividend, any declaration, setting aside 
or payment of any dividend or other distribution with respect to its capital    
stock (other than regularly scheduled dividends on the Series E Preferred Shares
and Series F Preferred Shares) or any redemption, purchase or other acquisition 
of any of its capital stock, (iii) except as a result of the Powertel Permitted 
Stock Dividend, 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 material change in accounting methods, principles or 
practices by Powertel affecting its assets, liabilities or business, except     
insofar as may have been required by a change in generally accepted accounting  
principles.                                                                     

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     SECTION 2.08  Information Supplied.  None of the information supplied or to
be supplied by Powertel specifically for inclusion or incorporation by reference
in (i) the Registration Statement or (ii) the joint proxy statement (together   
with any amendments or supplements thereto, the "JOINT PROXY STATEMENT")        
relating to the Stockholder 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, in light of the           
circumstances under which they were made, not misleading, or in the case of the 
Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement  
or the time of the Stockholder Meetings, 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. The Registration       
Statement will comply (with respect to Powertel) as to form in all material     
respects with the requirements of the Securities Act, and the Joint Proxy       
Statement will comply (with respect to Powertel) as to form in all material     
respects with the requirements of the Exchange Act. Powertel makes no           
representation or warranty with respect to any information supplied by          
VoiceStream or any other Person who is not an Affiliate of Powertel that is     
contained in the Registration Statement or the Joint Proxy Statement.           

    SECTION 2.09  Permits; Compliance with Laws.  (a) Each of Powertel and the
Powertel 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 Powertel or any of the Powertel Subsidiaries to own, lease and    
operate its properties or to carry on its business as it is now being conducted 
(the "POWERTEL PERMITS"), except where the failure to have any of the Powertel  
Permits could not, individually or in the aggregate, have a Material Adverse    
Effect on Powertel, and, as of the date of this Agreement, no suspension or     
cancellation of any of the Powertel Permits is pending or, to the knowledge of  
Powertel, threatened, except where the suspension or cancellation of any of the 
Powertel Permits could not, individually or in the aggregate, reasonably be     
expected to have a Material Adverse Effect on Powertel. The business of Powertel
and the Powertel Subsidiaries is not being conducted in violation of any law,   
ordinance or regulation of any Governmental Entity, except for possible         
violations that could not reasonably be expected to have a Material Adverse     
Effect on Powertel or prevent or materially delay the consummation of the       
Reorganization. None of the representations and warranties made in this SECTION 
2.09 are being made with respect to Environmental Laws.                         

(b) Except as set forth in ITEM 2.09 of the Powertel Letter:          

    (i) Powertel and each of the Powertel 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 2.09 of the Powertel Letter (the "POWERTEL FCC LICENSES"). Each of the
    Powertel FCC Licenses that is subject to restrictions under Section 310(b)
of the Communications Act is held by a Powertel Subsidiary.           

          (ii) The Powertel FCC Licenses are valid and in full force and effect,
  and neither Powertel nor any of the Powertel 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 Powertel FCC
   Licenses. As used herein, the term "full force and effect" means that (A)
    the orders issuing the Powertel FCC Licenses have become effective, (B) no
  stay of effectiveness of such orders has been issued by the FCC, and (C)
the Powertel 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 Powertel or any
    of the Powertel Subsidiaries have been filed and are accurate and complete
in all material respects.                                             

      (iv) Powertel and the Powertel Subsidiaries are, and have been, in
   compliance in all material respects with, and the wireless communications
  systems operated pursuant to the Powertel 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 or, to Powertel's knowledge, threatened, 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
    Powertel or any of the Powertel Subsidiaries which is reasonably likely to
  result in the revocation, cancellation, suspension, dismissal, denial or
any materially adverse modification of any Powertel FCC License or    
     imposition of any substantial fine or forfeiture against Powertel or any of
the Powertel Subsidiaries.                                            

          (vi) No facts are known to Powertel or the Powertel Subsidiaries which
     if known by a Governmental Entity of competent jurisdiction would present a
     substantial risk that any Powertel FCC License could be revoked, cancelled,
    suspended or materially adversely modified or that any substantial fine or
forfeiture could be imposed against Powertel or any of the Powertel   
Subsidiaries.                                                         

  (vii) Powertel and the Powertel 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 Powertel FCC   
    Licenses 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
Powertel or the transactions contemplated by this Agreement.          

SECTION 2.10  Tax Matters.  Except as set forth in ITEM 2.10 of the   
Powertel Letter or as would not have a Material Adverse Effect on Powertel: (i) 
Powertel and each of the Powertel 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 correct in all respects and accurately disclose in all respects all 
Taxes required to be paid for the periods covered thereby; (iii) Powertel and   
the Powertel 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 Powertel SEC Documents     
reflect an adequate reserve as determined in accordance with generally accepted 
accounting principles for all material Taxes payable by Powertel and the        
Powertel Subsidiaries and not yet due (other than a reserve for deferred Taxes  
established to reflect timing differences between book and Tax treatment) for   
all taxable periods and portions thereof accrued through the date of such       
financial statements; (iv) none of Powertel or any Powertel Subsidiary has      
waived in writing any statute of limitations in respect of Taxes; (v) there is  
no action, suit, investigation, audit, claim or assessment that has been        
formally commenced or proposed to Powertel in writing with respect to Taxes of  
Powertel or any of the Powertel Subsidiaries where an adverse determination is  
reasonably likely; (vi) there are no Liens for Taxes upon the assets of Powertel
or any Powertel Subsidiary except for Liens relating to current Taxes not yet   
due; (vii) all Taxes which Powertel or any Powertel 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 Powertel or such Powertel         
Subsidiary; (viii) neither Powertel nor any Powertel 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; (ix) no deduction of any amount that would otherwise be     
deductible by Powertel or any of the Powertel Subsidiaries with respect to      
taxable periods ending on or before the Effective Time could be disallowed under
Section 162(m) of the Code; (x) neither Powertel nor any of the Powertel        
Subsidiaries has constituted either a "distributing corporation" or a           
"controlled corporation" in a distribution of stock qualifying for tax-free     
treatment under Section 355 of the Code (a) in the two (2) 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; (xi) neither
Powertel nor any of the Powertel Subsidiaries is a "United States real property 
holding corporation" within the meaning of Section 897(c)(2) of the Code; (xii) 
none of Powertel, VoiceStream or any of their Subsidiaries will be obligated to 
make a payment, in connection with the transactions contemplated hereunder or   
otherwise, to any employee or former employee of, or individual providing       
services to, Powertel or any Powertel Subsidiary 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              

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the future; and (xiii) none of Powertel, VoiceStream or any of their            
Subsidiaries will be obligated to pay any excise taxes or similar taxes imposed 
on any employee or former employee of, or individual providing services to,     
Powertel or any Powertel Subsidiary under Section 4999 of the Code or any       
similar provisions as a result of the consummation of the transactions          
contemplated hereby, either alone or in connection with any other event.        

   SECTION 2.11  Liabilities.  Except as set forth in the Powertel Filed SEC
Documents or ITEM 2.11 of the Powertel Letter, and as permitted by this         
Agreement and the Powertel Merger Agreement, Powertel and the Powertel          
Subsidiaries, taken as a whole, do not have 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 Powertel and the Powertel Subsidiaries or in the notes thereto,
other than (i) liabilities and obligations incurred in the ordinary course of   
business since December 31, 1999 or (ii) liabilities arising after December 31, 
1999 which could not, individually or in the aggregate, reasonably be expected  
to have a Material Adverse Effect on Powertel.                                  

SECTION 2.12  Benefit Plans; Employees and Employment Practices.      

     (a) Except as disclosed in the Powertel Filed SEC Documents or ITEM 2.12(a)
of the Powertel Letter, or to the extent required by law or required to maintain
compliance with provisions of the Code, neither Powertel nor any of the Powertel
Subsidiaries has adopted or amended in any material respect any ERISA Benefit   
Plan of Powertel since the date of the most recent audited financial statements 
included in the Powertel Filed SEC Documents. Except as set forth in ITEM       
2.12(a) of the Powertel Letter, Powertel does not have any commitment to create,
adopt or contribute to any Powertel Benefit Plan. Except as disclosed in ITEM   
2.12(a) of the Powertel Letter or in the Powertel Filed SEC Documents, as of the
date of this Agreement, there exist no material employment, consulting,         
severance, bonus, incentive or termination agreements between Powertel or any of
the Powertel Subsidiaries and any current or former employee, officer or        
director of Powertel or any of the Powertel Subsidiaries.                       

     (b) ITEM 2.12(b) of the Powertel Letter contains a list of all the Powertel
Benefit Plans. None of Powertel, any of the Powertel Subsidiaries, any officer  
of Powertel or any of the Powertel 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 Powertel, any of the Powertel Subsidiaries or any officer of Powertel or
any of the Powertel Subsidiaries to any Tax on prohibited transactions imposed  
by Section 4975 of the Code or to any liability under Section 502(i) or (l) of  
ERISA where such Tax or liability has or would be reasonably expected to have a 
Material Adverse Effect on Powertel. No ERISA Benefit Plan has incurred any     
"accumulated funding deficiency" (as defined in Section 412 of the Code or Part 
3 of Title I of ERISA), whether or not waived. Neither Powertel nor any of the  
Powertel Subsidiaries has incurred and none of such entities reasonably expects 
to incur, any material liability to the PBGC with respect to any ERISA Benefit  
Plan. No assets of Powertel or any of the Powertel Subsidiaries are subject to  
Liens arising under ERISA or the Code on account of any ERISA Benefit Plan,     
neither Powertel nor any of the Powertel Subsidiaries has been required to      
provide any security under Sections 401(a)(29) or 412(f) of the Code, or under  
Section 307 of ERISA, and, to Powertel's knowledge, no event has occurred that  
could give rise to any such Lien or a requirement to provide any such security. 
Except as disclosed in ITEM 2.12(b) of the Powertel Letter, none of Powertel,   
the Powertel 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 2.12(c) of the Powertel Letter, and except
for such matters as could not be reasonably expected to have a Material Adverse 
Effect on Powertel, to the extent applicable, (i) each ERISA Benefit Plan       
complies with the requirements of ERISA and the Code, (ii) each ERISA           

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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 Powertel Benefit  
Plan has been maintained, administered and operated in compliance with its terms
and with the requirements prescribed by any and all statutes, orders, rules and 
regulations, including but not limited to ERISA and the Code, which are         
applicable to such Powertel Benefit Plans.                                      

(d) Except as disclosed in ITEM 2.12(d) of the Powertel Letter, all   
material contributions, reserves or premium payments under or to the Powertel   
Benefit Plans, accrued to the date hereof have been made or provided for.       

    (e) Except as disclosed in ITEM 2.12(e) of the Powertel Letter, and except
for any liability as could not be reasonably expected to have a Material Adverse
Effect on Powertel, Powertel 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    
Powertel, or any entity which is considered one employer with Powertel under    
Section 4001 of ERISA.                                                          

 (f) Except as disclosed in ITEM 2.12(f) of the Powertel Letter, neither
Powertel nor any of the Powertel Subsidiaries has any obligation to provide     
retiree health or welfare benefits for any current or former employee under any 
Powertel Benefit Plan, except as required by Part 6 of Title I of ERISA or to   
avoid excise taxes under Section 4980B of the Code, and the terms of the        
Powertel Benefit Plans permit Powertel to amend or terminate such Powertel      
Benefit Plans at any time without incurring liability thereunder.               

  (g) Except as disclosed in ITEM 2.12(g) of the Powertel Letter, Powertel
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 2.12(h) of the Powertel Letter, the   
consummation or announcement of any transaction contemplated by this Agreement  
will not (either alone or upon the occurrence of any additional or further acts 
or events) result in any (i) payment (whether of severance pay or otherwise)    
becoming due from Powertel or any of the Powertel Subsidiaries to any officer,  
employee, former employee or director thereof or to the trustee under any "rabbi
trust" or similar arrangement; (ii) benefit under any Powertel Benefit Plan     
being established or becoming accelerated, vested or payable; or (iii)          
"reportable event" (as defined in Section 4043 of ERISA) with respect to any    
ERISA Benefit Plan subject to Title IV of ERISA.                                

   (i) Except as disclosed in ITEM 2.12(i) of the Powertel Letter, as of the
date of this Agreement there are no pending disputes, arbitrations, claims,     
suits, grievances or, to the knowledge of Powertel, governmental audits         
involving a Powertel Benefit Plan (other than routine claims for benefits       
payable under any such Powertel Benefit Plan or routine audits) that would      
reasonably be expected either individually or in the aggregate, to have a       
Material Adverse Effect on Powertel.                                            

   (j) ITEM 2.12(j) of the Powertel Letter contains a list setting forth the
name and current annual salary and other material compensation payable to each  
Significant Employee, and the profit sharing, bonus or other form of additional 
cash compensation paid or payable by Powertel or the Powertel Subsidiaries to or
for the benefit of each such person for the current fiscal year. Except as set  
forth in ITEM 2.12(j) of the Powertel Letter, there are no oral or written      
contracts, agreements or arrangements obligating Powertel or any of the Powertel
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 that are  
not terminable without liability on thirty (30) days' or less prior notice. ITEM
2.12(j) of the Powertel Letter lists all written employment and consulting      
agreements with respect to any Significant Employee. Powertel has provided true 
and correct copies of all employment agreements listed on ITEM 2.12(j) of the   
Powertel Letter. Except for severance or retention obligations to Significant   
Employees set forth in ITEM 2.12(j) or as otherwise set forth in                

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ITEM 2.12(j), 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 prior to the Effective Time, the         
aggregate of which exceeds $50,000 for any Significant Employee. Except as      
disclosed in ITEM 2.12(j) of the Powertel 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 Powertel nor any of the Powertel          
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.                                                                           

  (k) Except as set forth in ITEM 2.12(k) of the Powertel Letter, Powertel
and each of the Powertel 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 Powertel Employees, except where the failure to be in compliance
would not, singly or in the aggregate, have a Material Adverse Effect on        
Powertel or its 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 Powertel 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 Powertel; 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 Powertel Employees.                                       

   (l) Except as disclosed in ITEM 2.12(l) of the Powertel Letter, as of the
date of this Agreement there are no controversies, strikes, work stoppages or   
disputes pending or to Powertel's knowledge threatened against Powertel or any  
of the Powertel Subsidiaries, 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 Powertel. None of Powertel or any of the Powertel Subsidiaries
is a party to a collective bargaining agreement. Except as set forth in ITEM    
2.12(l) of the Powertel Letter, there is no, and there is not threatened, any   
labor dispute, grievance or litigation relating to labor, safety or             
discrimination matters involving any Powertel 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 Powertel. There has been no engagement  
in any unfair labor practices by Powertel or the Powertel 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
Powertel.                                                                       

     SECTION 2.13  Litigation.  Except as disclosed in ITEM 2.13 of the Powertel
Letter or in the Powertel Filed SEC Documents, as of the date of this Agreement,
there is no suit, action, proceeding or investigation pending or, to Powertel's 
knowledge, threatened, against Powertel or any of the Powertel Subsidiaries     
before any Governmental Entity that, individually or in the aggregate, would    
reasonably be expected to have a Material Adverse Effect on Powertel or prevent 
or materially delay the consummation of the Reorganization. Except as disclosed 
in ITEM 2.13 of the Powertel Letter or in the Powertel Filed SEC Documents,     
neither Powertel nor any of the Powertel Subsidiaries is subject to any         
outstanding judgment, order, writ, injunction or decree that could, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect on
Powertel.                                                                       

SECTION 2.14  Environmental Matters.  Except for such matters that,   
individually or in the aggregate, could not reasonably be expected to have a    
Material Adverse Effect on Powertel, or would not otherwise require disclosure  
pursuant to the Securities Act or Exchange Act, (i) each of Powertel and the    
Powertel Subsidiaries has complied and is in compliance with all applicable     
Environmental Laws; (ii) the                                                    
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properties currently owned or operated by Powertel or any of the Powertel       
Subsidiaries (including soils, groundwater, surface water, buildings or other   
structures) are not contaminated with any Hazardous Substances; (iii) to        
Powertel's knowledge, no Hazardous Substances were present, disposed, released  
or otherwise deposited on, under, at or from the properties formerly owned or   
operated by Powertel or any of the Powertel Subsidiaries during the period of   
ownership or operation by Powertel or any of the Powertel Subsidiaries; (iv) to 
Powertel's knowledge, neither Powertel nor any of the Powertel Subsidiaries is  
subject to liability for any Hazardous Substance disposal or contamination on   
any third party property; (v) neither Powertel nor any of the Powertel          
Subsidiaries has received any notice, demand, threat, letter, claim or request  
for information alleging that Powertel or any of the Powertel Subsidiaries may  
be in violation of or liable under any Environmental Law (including any claims  
relating to electromagnetic fields or microwave transmissions); and (vi) to     
Powertel's knowledge, neither Powertel nor any of the Powertel Subsidiaries is  
subject to any orders, decrees, injunctions or other arrangements (other than   
those of general applicability not specifically related to Powertel) with any   
Governmental Entity or regulatory authority or is subject to any indemnity or   
other agreement with any third party relating to liability under any            
Environmental Law or relating to Hazardous Substances (except for such          
agreements entered into by Powertel in the ordinary course of business).        

    SECTION 2.15  Section 203 of DGCL.  The Board of Directors of Powertel has
approved this Agreement, the Reorganization and the Powertel Stockholder        
Agreement and the transactions contemplated hereby, with the effect that the    
restrictions on business combinations contained in Section 203 of the DGCL will 
not apply to VoiceStream or Sub as a result of this Agreement, the              
Reorganization and Powertel Stockholder Agreement. To Powertel's knowledge, (i) 
no anti-takeover statute or similar law of Georgia or Delaware imposes          
restrictions which could reasonably be expected to adversely affect or delay the
consummation of the transactions contemplated by this Agreement, and (ii) no    
"control share acquisition," "fair price," "moratorium" or other anti-takeover  
laws or regulations enacted under Georgia or Delaware law applicable to Powertel
apply to this Agreement or any of the transactions related thereto.             

   SECTION 2.16  Intellectual Property.  Except as set forth in the Powertel
Filed SEC Documents or in ITEM 2.16 of the Powertel Letter, the Intellectual    
Property Rights consist solely of items and rights which are: (i) owned by      
Powertel or the Powertel Subsidiaries; (ii) in the public domain; or (iii)      
rightfully used by Powertel or the Powertel Subsidiaries pursuant to a license, 
and, with respect to Intellectual Property Rights owned by Powertel or the      
Powertel Subsidiaries, Powertel or the Powertel Subsidiaries own the entire     
right, title and interest in and to such Intellectual Property Rights free and  
clear of any Liens. Powertel and the Powertel Subsidiaries have all rights in   
the Intellectual Property Rights necessary to carry out their businesses        
substantially as currently conducted except as could not reasonably be expected 
to have a Material Adverse Effect on Powertel. The Intellectual Property Rights 
do not infringe on any proprietary right of any Person, except to the extent    
that any such infringement, individually or in the aggregate, could not         
reasonably be expected to have a Material Adverse Effect on Powertel. As of the 
date of this Agreement, no claims against Powertel or any Powertel Subsidiary   
(or, to Powertel's knowledge, against any other holder of Intellectual Property 
Rights) (x) challenging the validity, effectiveness, or ownership by Powertel or
the Powertel 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 Powertel's knowledge, are threatened by any Person nor to       
Powertel's knowledge are there any valid grounds for any bona fide claim of any 
such kind. To Powertel'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 Powertel or the Powertel        
Subsidiaries.                                                                   

SECTION 2.17  Opinion of Financial Advisor.  The Board of Directors of
Powertel has received the oral opinion of Morgan Stanley & Co. Incorporated     
("POWERTEL FINANCIAL ADVISOR"), on the date hereof, to the effect that, as of   
the date hereof, the consideration to be received in the Reorganization by      
Powertel's stockholders is fair to Powertel's stockholders from a financial     
point of view.                                                                  

     SECTION 2.18  Brokers.  Except for the Powertel Financial Advisor, the fees
and expenses of which will be paid by Powertel (and are reflected in an         
agreement with Powertel, a true and correct copy                                

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of which has been furnished to and accepted by VoiceStream), 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 Powertel. In no event shall the amounts    
paid or payable by Powertel to the Powertel Financial Advisor in connection with
the transactions contemplated by this Agreement exceed $23,000,000.             

SECTION 2.19  Tax Status.  To the knowledge of Powertel after due     
investigation, neither Powertel nor any of its Affiliates has taken any action  
or failed to take any action which action or failure would jeopardize the       
qualification of the Merger as a reorganization within the meaning of Section   
368(a) of the Code. To the knowledge of Powertel after due investigation, there 
are no facts or circumstances relating to Powertel or its Affiliates, including 
any covenants or undertakings of Powertel pursuant to this Agreement, that would
prevent Morris, Manning & Martin, LLP from delivering the opinion referred to in
SECTION 6.02(B) as of the date hereof.                                          

 SECTION 2.20  Contracts.  Except as set forth in the Powertel Filed SEC
Documents or in ITEM 2.20 of the Powertel Letter, and except for this Agreement,
the Powertel Merger Agreement and the agreements referenced hereby and thereby, 
neither Powertel nor any of the Powertel 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 could have a Material Adverse Effect on Powertel; (ii) any 
non-competition agreement or any similar agreement or obligation which          
materially limits or could materially limit Powertel or any of the Powertel     
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 Powertel or any of the Powertel Subsidiaries is providing or  
is required to provide management or technical services to any other Person.    
Taken as a whole, the contracts and agreements required to be filed by Powertel 
with the SEC together with the contracts and agreements required to be set forth
on ITEM 2.20 of the Powertel Letter are collectively referred to as the         
"POWERTEL CONTRACTS"). With such exceptions as, individually or in the          
aggregate, have not had, and could not be reasonably expected to have, a        
Material Adverse Effect on Powertel, (x) each of the Powertel Contracts is valid
and in full force and effect (except to the extent they have previously expired 
in accordance with their terms), and (y) except as set forth in ITEM 2.20 of the
Powertel Letter, neither Powertel nor any of the Powertel 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 Powertel Contract. To the knowledge of Powertel, 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 Powertel Contract, 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 Powertel. Neither Powertel nor
any of the Powertel 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 Powertel or the Powertel Subsidiaries. Powertel has provided or made
available to VoiceStream a copy of each agreement described in item (i), (ii)   
and (iii) above. The designation or definition of Powertel Contracts for        
purposes of this SECTION 2.20 and the disclosures made pursuant hereto shall not
be construed or utilized to expand, limit or define the terms "material" and    
"Material Adverse Effect" as otherwise referenced and used in this Agreement.   

    SECTION 2.21  Vote Required.  The only vote of the holders of any class or
series of capital stock of Powertel necessary to approve this Agreement and the 
transactions contemplated hereby is the Powertel Stockholder Approval. As of the
date hereof, the Powertel Principal Stockholders have the requisite voting power
to satisfy the Powertel Stockholder Approval.                                   

  SECTION 2.22  Transactions with Affiliates.  Except as described in ITEM
2.22 of the Powertel Letter or in the Powertel Filed SEC Documents, to          
Powertel's knowledge, no director or executive officer                          

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of Powertel or any 5% or greater stockholder of Powertel is at the date hereof a
party to any transaction with Powertel or any of the Powertel Subsidiaries in   
which the amount involved exceeds $60,000, 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 Powertel or any of the Powertel Subsidiaries.     

ARTICLE III 

REPRESENTATIONS AND WARRANTIES OF VOICESTREAM AND SUB 

  Except as disclosed in the VoiceStream Filed SEC Documents and except as
set forth in the VoiceStream Letter (it being agreed that disclosure of any item
in the VoiceStream Letter shall be deemed disclosure with respect to any section
of this Agreement to which the relevance of such item is reasonably apparent),  
(i) VoiceStream hereby represents and warrants as of the date hereof to Powertel
as follows, and (ii) Sub hereby represents and warrants as of September 28, 2000
to Powertel as follows (but only to the extent any of the following relates to  
Sub):                                                                           

SECTION 3.01  Organization.  Each of VoiceStream and its Subsidiaries 
(collectively, the "VOICESTREAM SUBSIDIARIES") is a corporation or limited      
liability company and Sub is a corporation duly organized, validly existing and 
in good standing (where such concept is applicable) under the laws of the       
jurisdiction of its incorporation or organization and has the requisite 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 could not reasonably be expected to have a Material Adverse Effect
on VoiceStream or prevent or materially delay the consummation of the           
Reorganization. VoiceStream and Sub are duly qualified or licensed to do        
business and are in good standing (where such concept is applicable) in each    
jurisdiction in which the nature of their respective businesses or the ownership
or leasing of their respective 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 (where such concept is applicable)   
could not reasonably be expected to have a Material Adverse Effect on           
VoiceStream or prevent or materially delay the consummation of the              
Reorganization. VoiceStream has delivered to Powertel complete and correct      
copies of its Certificate of Incorporation and By-laws and has made available to
Powertel the certificate of incorporation and by-laws (or similar organizational
documents) of each of the VoiceStream Subsidiaries.                             

   SECTION 3.02  Ownership of Sub.  All of the outstanding shares of capital
stock of Sub have been validly issued and are fully paid and nonassessable. All 
of the outstanding shares of capital stock of Sub are owned by VoiceStream.     

SECTION 3.03  Capital Structure.  (a) The authorized capital stock of 
VoiceStream consists solely of (i) 1,000,000,000 shares of VoiceStream Common   
Stock, of which, as of July 31, 2000, (A) 214,617,441 shares were issued and    
outstanding, including the restricted shares listed on ITEM 3.03 of the         
VoiceStream Letter, (B) no shares were held in the treasury of VoiceStream, (C) 
9,625,762 shares were issuable upon the exercise of options outstanding under   
the VoiceStream 2000 Management Incentive Stock Option Plan, and (D) 274,844    
shares were issuable upon the exercise of the warrants described in ITEM 3.03 of
the VoiceStream Letter, and (ii) 100,000,000 shares of preferred stock, $0.001  
par value, of VoiceStream, of which, as of July 31, 2000, 7,606 2 1/2%          
Convertible Preferred Shares were issued and outstanding and owned by Hutchison 
Telecommunications PCS (USA) Limited, which shares, as of the date hereof, are  
convertible into 26,227,586 shares of VoiceStream Common Stock. The authorized  
capital stock of Omnipoint Corporation consists solely of (i) 200,000,000 shares
of common stock $0.01 par value, of which, as of July 31, 2000, 65,000,000      
shares were issued and outstanding and owned by VoiceStream, and (ii) 10,000,000
shares of preferred stock, $0.01 par value, of which, as of July 31, 2000,      
6,355,195 shares of 7% Convertible Preferred Stock were issued and outstanding, 
which shares are convertible, as of the date hereof, into 8,425,082 shares of   
VoiceStream Common Stock. Except as set forth in ITEM 3.03 of the VoiceStream   
Letter or permitted by the DT Merger Agreement and as to the exchange rights    
relating to the Cook Inlet Joint Ventures as set forth on ITEM 3.03 of the      
VoiceStream Letter ("EXCHANGE                                                   

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RIGHTS") and except as a result of the VoiceStream Permitted Stock Dividend, (i)
since July 31, 2000, no shares of VoiceStream Common Stock have been issued,    
except upon the exercise of options or the warrants described in the immediately
preceding sentence, and (ii) as of July 31, 2000, there are no outstanding      
VoiceStream Equity Rights. For purposes of this Agreement, "VOICESTREAM EQUITY  
RIGHTS" means subscriptions, options, warrants, calls, commitments, agreements, 
conversion rights, exchange rights or other rights of any character (contingent 
or otherwise) to purchase or otherwise acquire from VoiceStream or any of       
VoiceStream's Subsidiaries or any Cook Inlet Joint Venture at any time any      
shares of the capital stock or other voting or non-voting securities of         
VoiceStream. ITEM 3.03 of the VoiceStream Letter sets forth a complete and      
accurate list of all outstanding VoiceStream Equity Rights as of July 31, 2000  
(provided that, with respect to options, such list need only set forth the      
aggregate number of options with weighted-average exercise prices at which      
grants have been made and need not specify grants by grantee). Since July 31,   
2000, no VoiceStream Equity Rights have been issued except (1) after the date   
hereof, as permitted by Section 4.01 of the DT Merger Agreement or as a result  
of the transactions permitted by Section 5.15 of the DT Merger Agreement, (2)   
pursuant to the VoiceStream stock plans listed on ITEM 3.03(a) of the           
VoiceStream Letter, (3) pursuant to the Exchange Rights; (4) any increases in   
any existing VoiceStream Equity Rights arising from anti-dilution or similar    
adjustments resulting from the payment of the VoiceStream Permitted Stock       
Dividend, which increases, in the aggregate, do not, on the date the VoiceStream
Permitted Stock Dividend is declared and on the date it is paid, increase the   
aggregate number of shares of VoiceStream Common Stock subject to VoiceStream   
Equity Rights by more than 0.75% in the aggregate.                              

   (b) Except as set forth on ITEM 3.03 of the VoiceStream Letter, there are
no outstanding obligations of VoiceStream or any of VoiceStream's Subsidiaries  
or any Cook Inlet Joint Venture to repurchase, redeem or otherwise acquire any  
shares of capital stock of VoiceStream.                                         

(c) All shares of issued and outstanding VoiceStream Common Stock are 
validly issued, fully paid and nonassessable, and the shares of VoiceStream     
Common Stock to be issued to the Powertel Stockholders pursuant to this         
Agreement are not subject to any preemptive rights.                             

(d) All the outstanding capital stock of each of the VoiceStream      
Subsidiaries and each of the Cook Inlet Joint Ventures which is owned by        
VoiceStream is duly authorized, validly issued, fully paid and nonassessable and
owned by VoiceStream or one of the VoiceStream Subsidiaries free and clear of   
any Liens except for Liens which are granted to secure indebtedness and are     
disclosed in ITEM 3.03 of the VoiceStream Letter. Except as set forth on ITEM   
3.03 of the VoiceStream Letter and as to the Exchange Rights, except as         
hereafter issued or entered into in accordance with the DT Merger Agreement,    
there are no material existing subscriptions, options, warrants, calls,         
commitments, agreements, conversion rights, exchange rights or other rights of  
any character (contingent or otherwise) to purchase or otherwise acquire from   
VoiceStream or any VoiceStream Subsidiary or any Cook Inlet Joint Venture at any
time any shares of the capital stock or other voting or non-voting securities or
partnership interests or membership interests of any VoiceStream Subsidiary or  
any Cook Inlet Joint Venture, whether or not presently issued or outstanding    
(except for rights of first refusal to purchase interests in Subsidiaries which 
are not wholly owned by VoiceStream and the Cook Inlet Joint Ventures), and     
there are no outstanding obligations of VoiceStream or any of the VoiceStream   
Subsidiaries or the Cook Inlet Joint Ventures to repurchase, redeem or otherwise
acquire any shares of capital stock or other voting or non-voting securities or 
partnership interests or membership interests of VoiceStream or any of the      
VoiceStream Subsidiaries or any Cook Inlet Joint Venture.                       

     (e) No bonds, debentures, notes or other indebtedness of VoiceStream having
the right to vote on any matters on which stockholders may vote are issued or   
outstanding except for any securities issued after the date hereof in accordance
with Section 4.01 of the DT Merger Agreement.                                   

SECTION 3.04  Authority.  The Board of Directors of VoiceStream, at a 
meeting duly called and held, duly adopted resolutions (i) approving this       
Agreement, the Reorganization, the Powertel Stockholder Agreements and the      
VoiceStream Stockholder Agreements, (ii) determining that the Reorganization,   
including the Merger, and the issuance of shares of VoiceStream Common Stock in 
accordance with the                                                             

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Reorganization, is fair to and in the best interests of VoiceStream stockholders
and (iii) recommending that the VoiceStream stockholders approve and adopt this 
Agreement. The Board of Directors of Sub has declared the Reorganization        
advisable and approved this Agreement. VoiceStream and Sub have the requisite   
corporate power and authority to execute and deliver this Agreement and the     
other agreements to which they are parties, if any, that are referenced herein  
and, subject, in the case of VoiceStream, to the approval and adoption of this  
Agreement by a majority of the votes cast at a meeting by the holders of the    
VoiceStream Common Stock and the VoiceStream Voting Preferred Stock, voting     
together as a single class (the "VOICESTREAM STOCKHOLDER APPROVAL"), to         
consummate the transactions contemplated hereby. The execution, delivery and    
performance of this Agreement by VoiceStream and Sub and the consummation by    
VoiceStream and Sub of the Reorganization and of the other transactions         
contemplated hereby have been duly authorized by all necessary corporate action 
on the part of VoiceStream and Sub, subject, in the case of VoiceStream, to the 
VoiceStream Stockholder Approval. This Agreement has been duly executed and     
delivered by VoiceStream and Sub and (assuming the valid authorization,         
execution and delivery of this Agreement by Powertel) constitutes the valid and 
binding obligation of each of VoiceStream and Sub enforceable against each of   
them in accordance with its terms, except that such enforceability (i) may be   
limited by bankruptcy, insolvency, reorganization, moratorium or other similar  
laws affecting or relating to the enforcement of creditors' rights and remedies 
generally and (ii) is subject to general principles of equity (regardless of    
whether considered in a proceeding in equity or at law). The issuance of shares 
of VoiceStream Common Stock in connection with the Reorganization and the filing
of a registration statement on Form S-4 with the SEC by VoiceStream under the   
Securities Act for the purpose of registering the shares of VoiceStream 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             
VoiceStream's Board of Directors.                                               

   SECTION 3.05  Consents and Approvals; No Violations.  Except as set forth
in ITEM 3.05 of the VoiceStream Letter, and except for filings, permits,        
authorizations, consents and approvals as may be required under, and other      
applicable requirements of, the Securities Act, state securities or "Blue Sky"  
laws, the Exchange Act, the Communications Act, the HSR Act, the DGCL, the      
rules, regulations and published decisions of the FAA, the FCC and state public 
utility or service commissions or similar agencies, or the rules and regulations
of Nasdaq (collectively, the "VOICESTREAM REQUIRED APPROVALS" and together with 
the Powertel Required Approvals, the "REQUIRED REGULATORY APPROVALS"), neither  
the execution, delivery or performance of this Agreement by VoiceStream and Sub 
nor the consummation by VoiceStream and Sub of the transactions contemplated    
hereby will (i) violate or conflict with the respective Certificate of          
Incorporation or By-laws of VoiceStream 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 could not reasonably be expected to have a    
Material Adverse Effect on VoiceStream 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 VoiceStream or any of the VoiceStream         
Subsidiaries is a party or by which any of their respective properties are      
bound, (iv) violate any order, writ, judgment, injunction, decree, statute, rule
or regulation applicable to VoiceStream or any of the VoiceStream Subsidiaries  
or by which any of their respective properties are bound, or (v) result in the  
creation or imposition of any Lien on any asset of VoiceStream or the           
VoiceStream Subsidiaries, except in the case of clauses (iii), (iv) or (v)for   
violations, breaches or defaults that could not reasonably be expected to have a
Material Adverse Effect on VoiceStream or prevent or materially delay the       
consummation of the Reorganization.                                             

    SECTION 3.06  SEC Documents and Other Reports.  VoiceStream has filed with
the SEC all documents required to be filed by it since January 1, 1999 under the
Securities Act or the Exchange Act (the "VOICESTREAM SEC DOCUMENTS"). As of     
their respective filing dates, the VoiceStream SEC Documents were prepared      
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Exchange Act, as the case may be, each as in effect on the date so filed, and at
the time filed with the SEC (or if amended or superseded by a filing prior to   
the date hereof, then on the date of such filing) none of the VoiceStream 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 VoiceStream included in the         
VoiceStream SEC Documents have been prepared in accordance with generally       
accepted accounting principles (except in the case of the unaudited statements, 
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 VoiceStream and the consolidated 
VoiceStream Subsidiaries as of the respective dates thereof and the consolidated
results of operations and 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).                    

   SECTION 3.07  Absence of Material Adverse Change.  Except as disclosed in
ITEM 3.07 of the VoiceStream Letter or in the documents filed by VoiceStream    
with the SEC and publicly available prior to the date of this Agreement (the    
"VOICESTREAM FILED SEC DOCUMENTS"), since December 31, 1999, VoiceStream and the
VoiceStream 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          
VoiceStream, (ii) except as a result of the VoiceStream Permitted Stock         
Dividend, 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) except as a result of the VoiceStream Permitted Stock      
Dividend, 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 material change in accounting methods, principles or practices by      
VoiceStream affecting its assets, liabilities or business, except insofar as may
have been required by a change in generally accepted accounting principles.     

     SECTION 3.08  Information Supplied.  None of the information supplied or to
be supplied by VoiceStream 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, in light of the circumstances under which they were made,   
not misleading, or in the case of the Joint Proxy Statement, at the time of the 
first mailing of the Joint Proxy Statement or the time of the Stockholder       
Meetings, 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. The Registration Statement will comply (with respect to VoiceStream)
as to form in all material respects with the requirements of the Securities Act,
and the Joint Proxy Statement will comply (with respect to VoiceStream) as to   
form in all material respects with the requirements of the Exchange Act.        
VoiceStream makes no representation or warranty with respect to any information 
supplied by Powertel or any other Person who is not an Affiliate of VoiceStream 
which is contained in the Registration Statement or the Joint Proxy Statement.  

   SECTION 3.09  Permits; Compliance with Laws.  (a) Each of VoiceStream and
the VoiceStream 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 VoiceStream or any of the VoiceStream Subsidiaries to own, lease  
and operate its properties or to carry on its business as it is now being       
conducted (the "VOICESTREAM PERMITS"), except where the failure to have any of  
the VoiceStream Permits could not, individually or in the aggregate, have a     
Material Adverse Effect on VoiceStream and, as of the date of this Agreement, no
suspension or cancellation of any of the VoiceStream Permits is pending or, to  
the knowledge of VoiceStream, threatened, except where the suspension or        
cancellation of any of the VoiceStream Permits could not reasonably be expected 
to have, individually or in the aggregate, a Material Adverse Effect on         
VoiceStream. The business of VoiceStream                                        

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and the VoiceStream Subsidiaries is not being conducted in violation of any law,
ordinance or regulation of any Governmental Entity, except for possible         
violations that could not reasonably be expected to have a Material Adverse     
Effect on VoiceStream or prevent or materially delay the consummation of the    
Reorganization.                                                                 

(b) Except as set forth in ITEM 3.09 of the VoiceStream Letter:       

          (i) VoiceStream and each of the VoiceStream 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 3.09 of the VoiceStream Letter (the "VOICESTREAM FCC LICENSES"). 

     (ii) The VoiceStream FCC Licenses are valid and in full force and
    effect, and neither VoiceStream nor any of the VoiceStream 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  
    VoiceStream FCC Licenses. As used herein, the term "full force and effect"
    means that (A) the orders issuing the VoiceStream FCC Licenses have become
   effective, (B) no stay of effectiveness of such orders has been issued by
    the FCC, and (C) the VoiceStream 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 VoiceStream or
  any of the VoiceStream Subsidiaries have been filed and are accurate and
complete in all material respects.                                    

         (iv) VoiceStream and the VoiceStream Subsidiaries are, and have been,
in compliance in all material respects with, and the wireless         
  communications systems operated pursuant to the VoiceStream FCC Licenses
     are and have been operated in compliance in all material respects with, the
Communications Act.                                                   

        (v) There is not pending or, to VoiceStream's knowledge, threatened,
 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
VoiceStream or any of the VoiceStream Subsidiaries which is reasonably
  likely to result in the revocation, cancellation, suspension, dismissal,
denial or any materially adverse modification of any VoiceStream FCC  
License or imposition of any substantial fine or forfeiture against   
VoiceStream or any of the VoiceStream Subsidiaries.                   

          (vi) No facts are known to VoiceStream or the VoiceStream Subsidiaries
 which if known by a Governmental Entity of competent jurisdiction would
present a substantial risk that any VoiceStream FCC License could be  
    revoked, cancelled, suspended or materially adversely modified or that any
    substantial fine or forfeiture could be imposed against VoiceStream or any
of the VoiceStream Subsidiaries.                                      

        (vii) VoiceStream and the VoiceStream 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 VoiceStream
   FCC Licenses 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 VoiceStream or the transactions contemplated by this Agreement.

SECTION 3.10  Tax Matters.  Except as set forth in ITEM 3.10 of the   
VoiceStream Letter or as would not have a Material Adverse Effect on            
VoiceStream, (i) VoiceStream and each of the VoiceStream 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 correct in all respects and accurately     
disclose in all respects all Taxes required to be paid for the periods covered  
thereby; (iii) VoiceStream and the VoiceStream 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,                                            

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and the financial statements contained in the VoiceStream SEC Documents reflect 
an adequate reserve as determined in accordance with generally acceptable       
accounting principles for all material Taxes payable by VoiceStream and the     
VoiceStream Subsidiaries and not yet due (other than a reserve for deferred     
Taxes established to reflect timing differences between book and Tax treatment) 
for all taxable periods and portions thereof accrued through the date of such   
financial statements; (iv) neither VoiceStream nor any VoiceStream Subsidiary   
has waived in writing any statute of limitations in respect of Taxes; (v) there 
is no action, suit, investigation, audit, claim or assessment that has been     
formally commenced or proposed to VoiceStream in writing with respect to Taxes  
of VoiceStream or any of the VoiceStream Subsidiaries; (vi) there are no Liens  
for Taxes upon the assets of VoiceStream or any VoiceStream Subsidiary except   
for Liens relating to current Taxes not yet due; (vii) all Taxes which          
VoiceStream or any VoiceStream 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 VoiceStream or such VoiceStream Subsidiary; (viii) none 
of VoiceStream or any VoiceStream 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; (ix) no     
deduction of any amount that would otherwise be deductible by VoiceStream or any
of the VoiceStream Subsidiaries with respect to taxable periods ending on or    
before the Effective Time could be disallowed under Section 162(m) of the Code; 
and (x) neither VoiceStream nor any of the VoiceStream Subsidiaries is a "United
States real property holding corporation" within the meaning of Section         
897(c)(2) of the Code.                                                          

  SECTION 3.11  Liabilities.  Except as set forth in the VoiceStream Filed
SEC Documents and as permitted by this Agreement, VoiceStream and the           
VoiceStream Subsidiaries, taken as a whole, do not have 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 VoiceStream and the VoiceStream Subsidiaries or in
the notes thereto, other than (i) liabilities and obligations incurred in the   
ordinary course of business since December 31, 1999 and (ii) liabilities arising
after December 31, 1999 which could not, individually or in the aggregate,      
reasonably be expected to have a Material Adverse Effect on VoiceStream.        

SECTION 3.12  Litigation.  Except as disclosed in ITEM 3.12 of the    
VoiceStream Letter or in the VoiceStream Filed SEC Documents, as of the date of 
this Agreement, there is no suit, action, proceeding or investigation pending   
or, to VoiceStream's knowledge, threatened, against VoiceStream or any of the   
VoiceStream Subsidiaries before any Governmental Entity that, individually or in
the aggregate, would reasonably be expected to have a Material Adverse Effect on
VoiceStream or prevent or materially delay the consummation of the              
Reorganization. Except as disclosed in ITEM 3.12 of the VoiceStream Letter or in
the VoiceStream Filed SEC Documents, neither VoiceStream nor any of the         
VoiceStream Subsidiaries is subject to any outstanding judgment, order, writ,   
injunction or decree that could, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on VoiceStream.                      

     SECTION 3.13  State Takeover Statutes.  To the knowledge of VoiceStream, no
state antitakeover statute or similar statute or regulation applicable to       
VoiceStream is applicable to this Agreement or the transactions contemplated    
hereby. To the knowledge of VoiceStream, no other "control share acquisition,"  
"fair price," "moratorium" or other antitakeover laws or regulations enacted    
under Washington or Delaware state laws applicable to VoiceStream apply to this 
Agreement or any of the transactions related thereto.                           

    SECTION 3.14  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 VoiceStream and are reflected in an agreement between Goldman,  
Sachs & Co. and VoiceStream, 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  
VoiceStream.                                                                    

SECTION 3.15  Tax Status.  To the knowledge of VoiceStream after due  
investigation, neither VoiceStream nor any of its Affiliates has taken any      
action or failed to take any action which action or failure would jeopardize the
qualification of the Merger as a reorganization within the meaning of           

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Section 368(a) of the Code. To the knowledge of VoiceStream after due           
investigation, there are no facts or circumstances relating to VoiceStream or   
its Affiliates, including any covenants or undertakings of VoiceStream pursuant 
to this Agreement, that would prevent Jones, Day, Reavis & Pogue and/or Preston,
Gates & Ellis LLP from delivering the opinion referred to in SECTION 6.03(b) as 
of the date hereof.                                                             

SECTION 3.16  Interim Operations and Performance of Sub.  Sub is a    
newly-formed single purpose corporation which has been formed solely for the    
purpose of engaging in the transactions contemplated hereby, shall engage in no 
other business or activities and shall have conducted its operations only as    
contemplated hereby. VoiceStream shall have caused Sub to take all action       
required pursuant to this Agreement prior to the Effective Time, including the  
approval and adoption of this Agreement.                                        

SECTION 3.17  Vote Required.  The Merger requires the approval by     
VoiceStream as the stockholder of Sub. The only vote required by the            
stockholders of VoiceStream to approve this Agreement and the transactions      
contemplated hereby is the VoiceStream Stockholder Approval.                    

  SECTION 3.18  Transactions with Affiliates.  Except as described in ITEM
3.18 of the VoiceStream Letter or the VoiceStream Filed SEC Documents, to       
VoiceStream's knowledge, no director or executive officer of VoiceStream or any 
5% or greater stockholder of VoiceStream is at the date hereof a party to any   
transaction with VoiceStream or any of the VoiceStream Subsidiaries in which the
amount involved exceeds $60,000, 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 VoiceStream or any of the VoiceStream             
Subsidiaries.                                                                   

  SECTION 3.19  Opinion of Goldman, Sachs & Co.  The Board of Directors of
VoiceStream has received the oral opinion of Goldman, Sachs & Co. on the date   
hereof, to the effect that, as of the date hereof, the Conversion Number        
pursuant to this Agreement is fair to VoiceStream from a financial point of     
view.                                                                           

ARTICLE IV

COVENANTS RELATING TO CONDUCT OF BUSINESS 

SECTION 4.01  Conduct of Business by Powertel Pending the             
Reorganization.  During the period from the date of this Agreement until the    
earlier of the Effective Time or the termination of this Agreement, Powertel    
shall, and shall cause each of the Powertel Subsidiaries to, in all material    
respects, except as contemplated by this Agreement or the Powertel Merger       
Agreement or as disclosed in the Powertel Letter (including disclosures         
regarding the DiGiPH Transaction) or unless VoiceStream shall otherwise agree in
writing in advance of the specific action taken, carry on its business in the   
ordinary course. Without limiting the generality of the foregoing, and except as
otherwise contemplated by this Agreement or the Powertel Merger Agreement or as 
disclosed in the Powertel Letter, during such period, Powertel shall not, and   
shall not permit any of the Powertel Subsidiaries to, without the prior written 
consent of VoiceStream:                                                         

        (a) except for regularly scheduled dividends payable on the Series E
     Preferred Shares and Series F Preferred Shares in Powertel Common Stock and
     except for the Powertel Permitted Stock Dividend, (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 Powertel Subsidiary to its parent, and except
that Powertel shall be permitted to acquire shares of Powertel Common 
    Stock, from time to time, to the extent required by (A) Section 5.4 of the
Restated Certificate of Incorporation of Powertel and (B) any Powertel
Stock Option Plan in connection with the exercise of options and other
    rights granted thereunder; 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           

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options to acquire, any such shares, voting securities or convertible 
   securities, except for (i) issuances of Powertel Common Stock or Powertel
Common Stock Equivalents as set forth in ITEM 4.01(b) of the Powertel 
Letter, (ii) deliveries of shares of its capital stock pursuant to    
   contractual obligations existing prior to the execution of this Agreement
    and which are otherwise disclosed in this Agreement or the Powertel Letter
     (including pursuant to antidilution or similar adjustments required by such
   contractual obligations due to the Powertel Permitted Stock Dividend), or
(iii) the Powertel Permitted Stock Dividend;                          

      (c) amend the Restated Certificate of Incorporation of Powertel or
 Restated By-laws of Powertel or other similar organizational documents;

       (d) adopt, amend or propose to amend any stockholder rights plan or
related rights plan;                                                  

     (e) acquire, or agree to acquire, in a single transaction or in a
   series of related transactions, any business, corporation or partnership,
    or substantially all of the assets of any of the foregoing, other than (i)
transactions which involve individually or in the aggregate a purchase
 price not in excess of $500,000, (ii) capital expenditures described in
    SECTION 4.01(f) below and (iii) transactions in connection with the DiGiPH
Transaction;                                                          

    (f) make or agree to make any new capital expenditure other than
capital expenditures (i) in fiscal year 2000 that are contemplated by 
Powertel's capital budget for fiscal year 2000, provided the aggregate
   amount of such capital expenditures is less than $177 million, or (ii) in
fiscal year 2001 that are contemplated by Powertel's business plan for
fiscal year 2001, as approved by the Board of Directors of Powertel,  
 provided the aggregate amount of such capital expenditures is less than
$181.5 million;                                                       

        (g) 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 as set forth in ITEM 4.01(g) of the Powertel Letter or
     in connection with transactions that are in the ordinary course of business
   and which involve assets having a current value not in excess of $500,000
    individually or in the aggregate (for avoidance of doubt, the sale, lease,
license, encumbrance or other disposition of any of the Powertel FCC  
  Licenses or other material assets shall not be in the ordinary course of
business);                                                            

     (h) increase the salary, wages, stipends, bonuses or reimbursable
allowances payable or to become payable to its directors or officers, 
except for increases for officers 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 Powertel Benefit Plan for the benefit of, any
    director, officer or employee, except, in each case in the ordinary course
   of business consistent with past practices or adopt or amend any Powertel
    Benefit Plan except those specifically set forth in ANNEX 5.18 or take any
    action inconsistent with the provisions set forth in ANNEX 5.18; provided,
     that the aggregate increase in such compensation shall not exceed 5% of the
previous year's amount (including those with respect to the timing and
    amount of, and persons entitled to, grants and awards), as may be required
by the terms of any such Powertel Benefit Plan, or to comply with     
    applicable law or as permitted by SECTION 4.01(b); provided, further, that
  nothing in this SECTION 4.01(h) shall restrict the ability of Powertel's
  Board of Directors to take the action contemplated by and to comply with
   the terms of the severance, retention and other plans and arrangements as
   set forth in ANNEX 5.18 and to adopt appropriate resolutions with respect
to persons who are officers or directors (including persons who are   
   directors by deputization) of Powertel to cause the transactions relating
    to the Reorganization that may be considered dispositions under Section 16
of the Exchange Act for such persons to be exempt from such Section;  

      (i) 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;                                        

       (j) except in connection with the transactions contemplated hereby,
   enter into, modify in any material respect, amend in any material respect
     or terminate any material contract or agreement to which Powertel or any of
the Powertel Subsidiaries is a party, or waive, release or assign any 
material                                                              
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rights or claims, except to the extent that such contract agreement,  
modification or amendment would not reasonably be expected to have a  
Material Adverse Effect on Powertel;                                  

  (k) amend any term of any of its outstanding securities in any
material respect;                                                     

     (l) adopt a plan or agreement of complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or
other material reorganization, except for the Powertel Permitted Stock
Dividend;                                                             

       (m) incur, assume or guarantee any material Indebtedness, including
  any refinancing of existing Indebtedness, for borrowed money unless such
Indebtedness is prepayable at the election of Powertel on or after the
Closing Date and the aggregate prepayment penalty and all other fees  
associated with such Indebtedness do not exceed $1,000,000;           

       (n) create, incur, assume or suffer to exist any material Lien upon
 any of its property or assets, whether now owned or hereafter acquired,
   other than Liens incurred in the ordinary course of business or to secure
     Indebtedness, Liens arising by operation of law and not yet due and payable
    or other obligations permitted by this Agreement (including refinancing of
existing Indebtedness);                                               

       (o) create, incur, assume or suffer to exist any obligation whereby
    Powertel or the Powertel Subsidiaries guarantees any Indebtedness, leases,
dividends or other obligations of any third party;                    

      (p) make any loan or capital contributions to or investment in any
  Person, other than in the ordinary course of business or as set forth in
 ITEM 4.01(p) of the Powertel Letter, as required in connection with the
    DiGiPH Transaction and loans or capital contributions to or investments in
wholly owned Powertel Subsidiaries;                                   

         (q) enter into any agreement or arrangement that materially limits or
     otherwise materially restricts Powertel or any of the Powertel Subsidiaries
or any successor thereto or that could, after the Effective Time,     
    reasonably be expected to materially limit or restrict VoiceStream, any of
    the VoiceStream Subsidiaries or the Surviving Corporation 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;                                       

     (r) initiate, settle, or appeal or propose to settle, initiate or
   appeal 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 could reasonably be expected to make any representation or
warranty of Powertel hereunder inaccurate and have a Material Adverse 
Effect on Powertel at the Effective Time;                             

          (u) adopt, amend or propose to amend any Powertel Benefit Plan or make
     any discretionary contributions to any ERISA Benefit Plan other than as may
be required by law or as may be required to maintain compliance with  
    provisions of the Code; provided, however, Powertel (1) may make an annual
  3% of compensation profit sharing contribution and (2) may make matching
contributions of 50% of the first 2% of compensation contributed by   
   participants, to Powertel's profit sharing Code sec. 401(k) plan (similar
to past practices);                                                   

 (v) enter into (i) leveraged derivative contracts (defined as
   contracts that use a factor to multiply the underlying index exposure) or
 (ii) other derivative contracts except for the purpose of hedging known
interest rate and foreign exchange exposures or otherwise reducing    
Powertel's cost of financing; provided, however, that employee stock  
ownership plans and other pension and deferred compensation plans of  
Powertel may enter into derivative contracts as part of their ordinary
course investment strategy;                                           

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          (w) file any amended Tax Returns if the result of such amendment would
result in a material increase of Powertel's tax liability;            

        (x) take any action which would reasonably be expected to materially
   adversely affect or materially delay the ability of any of the parties to
obtain any Powertel Required Regulatory Approval or consummate the    
transactions contemplated hereby;                                     

     (y) take any action that would be reasonably likely to prevent or
     impede the Merger from qualifying as a reorganization within the meaning of
Section 368(a) of the Code;                                           

       (z) other than pursuant to this Agreement, take any action to cause
the Powertel Common Stock to cease to be quoted on Nasdaq;            

    (aa) notwithstanding anything in this Agreement to the contrary,
    during the period of time beginning on the fifth Business Day prior to the
    Effective Time and extending until and including the Effective Time, other
    than with respect to the Powertel Permitted Stock Dividend, Powertel shall
not take or omit to take any action that could increase the number of 
shares of Powertel Stock outstanding on a fully diluted basis; or     

         (bb) enter into any contract, agreement, commitment or arrangement to
do any of the foregoing.                                              

SECTION 4.02  Conduct of Business by VoiceStream Pending the          
Reorganization.  During the period from the date of this Agreement until the    
Effective Time, VoiceStream shall not, and shall not permit any of the          
VoiceStream Subsidiaries to, without the prior written consent of Powertel:     

    (a) amend the Certificate of Incorporation or the By-laws or the
  equivalent organizational documents of VoiceStream or of any VoiceStream
Subsidiary in any manner that would be adverse to Powertel or its     
stockholders;                                                         

         (b) effect any reclassification, recapitalization or restructuring or
     other similar transaction that results in the direct or indirect receipt by
holders of VoiceStream Common Stock of any assets, property or cash in
respect of such VoiceStream Common Stock, except for the VoiceStream  
Permitted Stock Dividend;                                             

     (c) take any action that would or could reasonably be expected to
prevent, impair or materially delay the ability of VoiceStream to     
consummate the transactions contemplated by this Agreement;           

         (d) fail to make in a timely manner any filings with the SEC required
     under the Securities Act or the Exchange Act or the Regulations promulgated
 thereunder, provided that this provision shall not apply to any filings
with the SEC required to be made by any VoiceStream Subsidiary;       

       (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 VoiceStream and (ii) is not strategically related to the  
current business or operations of VoiceStream;                        

   (g) take any action that would reasonably be expected to have a
Material Adverse Effect or materially delay the ability of any of the 
parties to obtain any VoiceStream Required Regulatory Approval; or    

        (h) enter into any contract, agreement, commitment or arrangement to
do any of the foregoing.                                              

SECTION 4.03  No Solicitation.                                        

    (a) From and after the date hereof until the earlier of the Effective Time
or the termination of the Agreement, Powertel shall not, nor shall it permit any
of the Powertel Subsidiaries to, nor shall they authorize or permit any of their
respective officers, directors or employees to, and shall use their best efforts
to cause any investment banker, financial advisor, attorney, accountants or     
other representatives retained by them or any of their respective Subsidiaries  
not to, directly or indirectly through another                                  

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Person, (i) solicit, initiate or encourage (including by way of furnishing      
information), or knowingly take any other action designed to facilitate, any    
Alternative Transaction (as defined below), or (ii) continue or participate in  
any discussions or negotiations regarding any Alternative Transaction; provided,
however, that if, at any time prior to the time that the Powertel Stockholders  
Approval is obtained, the Board of Directors of Powertel receives an unsolicited
bona fide proposal and determines in good faith and after the receipt of advice 
from outside counsel that providing information to the Third Party, making such 
proposal or participating in negotiations or discussions with the Third Party is
reasonably likely to result in a Superior Proposal and if Powertel has fully and
completely complied with all its obligations under this SECTION 4.03, Powertel  
may, subject to giving VoiceStream three (3) Business Days' advance written     
notice of its intention to do so and obtaining a confidentiality agreement from 
the Third Party substantially similar to the Confidentiality Agreement between  
Powertel and VoiceStream dated as of March 9, 2000 (the "CONFIDENTIALITY        
AGREEMENT"), (x) furnish information with respect to Powertel and the Powertel  
Subsidiaries, and (y) engage in discussions and negotiations regarding such     
proposal.                                                                       

   (b) Powertel will notify VoiceStream promptly (but in no event later than
24 hours) after receipt by Powertel (or any of its advisors) of any Alternative 
Transaction, or of any request (other than in the ordinary course of business   
and not related to an Alternative Transaction) for non-public information       
relating to Powertel or any of the Powertel Subsidiaries or for access to the   
properties, books or records of Powertel or any of the Powertel Subsidiaries by 
any Person who is known to be considering making, or has made, an Alternative   
Transaction. Powertel shall provide such notice orally and in writing and shall 
identify the Person making, and the terms and conditions of, any such           
Alternative Transaction or request. Powertel 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 Alternative Transaction or request. Powertel     
shall, and shall cause the Powertel Subsidiaries and the directors, employees   
and other agents of Powertel and the Powertel 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         
Alternative Transaction.                                                        

   (c) Powertel (i) agrees not to release any Third Party from, or waive any
provision of, or fail to enforce, any standstill agreement or similar agreement 
to which it is a party related to, or which could affect, an Alternative        
Transaction and agrees that VoiceStream shall be entitled to enforce Powertel's 
rights and remedies under and in connection with such agreements, and (ii)      
acknowledges that the provisions of clause (i) are an important and integral    
part of this Agreement. Nothing contained in this SECTION 4.03 or in SECTION    
5.03 shall prohibit Powertel (x) from taking and disclosing to its stockholders 
a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the    
Exchange Act, or (y) from making any disclosure to its stockholders if, in the  
good faith judgment of the Board of Directors of Powertel, after receipt of     
advice from outside counsel, failure to disclose would result in a reasonable   
likelihood that the Board of Directors of Powertel would breach its duties to   
Powertel's stockholders under Delaware law.                                     

(d) For purposes of this Agreement, "ALTERNATIVE TRANSACTION" means a 
proposal or intended proposal, regarding any of (i) a transaction or series of  
transactions pursuant to which any Person or "group" of Persons, other than     
VoiceStream and its Subsidiaries (a "THIRD PARTY"), acquires or would acquire,  
directly or indirectly, "beneficial ownership" (as such terms are defined in or 
interpreted for purposes of Rule 13d-3 under the Exchange Act) of outstanding   
shares representing more than twenty percent (20%) of the voting power of the   
outstanding capital stock of Powertel or pursuant to a tender offer or exchange 
offer or otherwise, (ii) any acquisition or proposed acquisition of, or business
combination with Powertel or any of the Powertel Subsidiaries, as applicable, by
a merger or other business combination (including any so-called                 
"merger-of-equals" and whether or not Powertel or any of the Powertel           
Subsidiaries, as the case may be, is the entity surviving any such merger or    
business combination), or (iii) any other transaction pursuant to which any     
Third Party acquires or would acquire, directly or indirectly, control of assets
(including for this purpose the outstanding equity securities of the Powertel   
Subsidiaries and any entity surviving the merger or business combination        
including any of them) of Powertel or any of the Powertel Subsidiaries, as the  
case may be, for consideration equal to                                         

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twenty percent (20%) or more of the fair market value of all of the outstanding 
shares of the Powertel capital stock on the date of this Agreement; provided,   
that for purposes of this Agreement the term "Alternative Transaction" does not 
include the Powertel Merger or the Powertel Merger Agreement.                   

SECTION 4.04  Disclosure of Certain Matters; Delivery of Certain      
Filings.  Powertel shall promptly advise VoiceStream orally and in writing if   
there occurs, to the knowledge of Powertel, any change or event which results in
the executive officers of Powertel 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 Powertel or that could reasonably be expected to prevent or materially
delay consummation of the Reorganization. VoiceStream shall promptly advise     
Powertel orally and in writing if there occurs, to the knowledge of VoiceStream,
any change or event which results in the executive officers of VoiceStream      
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 VoiceStream or that 
could reasonably be expected to prevent or materially delay consummation of the 
Reorganization. VoiceStream shall promptly provide to Powertel a copy of any    
written notice given by VoiceStream to DT or received by VoiceStream from DT of 
termination of the DT Merger Agreement. Powertel shall promptly provide to      
VoiceStream, and VoiceStream shall promptly provide to Powertel, copies of all  
filings made by Powertel or VoiceStream, as the case may be, with any           
Governmental Entity in connection with this Agreement and the transactions      
contemplated hereby and all notices and other communications and correspondence 
from any Governmental Entity that relate to the Reorganization.                 

SECTION 4.05  Tax Status.  During the period from the date of this    
Agreement through the Effective Time, each of VoiceStream, Powertel and their   
respective Affiliates shall use its reasonable best efforts (i) to cause the    
Merger to qualify as a reorganization within the meaning of Section 368(a) of   
the Code and (ii) to obtain the opinions of counsel referred to in SECTION      
6.02(b) and SECTION 6.03(b), including the execution of the tax certificates    
referenced therein.                                                             

   SECTION 4.06  Control of Operations.  Nothing contained in this Agreement
shall give VoiceStream, directly or indirectly, the right to "control" or       
"direct," as such terms are construed under applicable rules or regulations of  
the FCC, Powertel's operations prior to the Effective Time. Prior to the        
Effective Time, Powertel shall exercise, consistent with the terms and          
conditions of this Agreement, "control" over its respective operations.         

   SECTION 4.07  Powertel Merger Agreement.  Powertel will not modify, amend
or waive in any material respect the provisions of the Powertel Merger Agreement
without VoiceStream's prior written consent, except for the amendments to the   
Powertel Merger Agreement on September 28, 2000 and as of February 8, 2001.     

ARTICLE V 

ADDITIONAL AGREEMENTS 

SECTION 5.01  Employee Benefits.                                      

  (a) As of the Effective Time, Powertel will have terminated all Powertel
Benefit Plans except for those Powertel Benefit Plans that VoiceStream requests 
not be terminated and those Powertel Benefit Plans described in ANNEX 5.18.     
VoiceStream shall take all necessary action so that after the Effective Time,   
any current or former employee of Powertel who is eligible to participate in a  
Powertel Benefit Plan as of the Effective Time shall either be eligible to      
continue his or her participation in such Powertel Benefit Plan or participate  
in a corresponding employee benefit plan maintained by VoiceStream or any of its
Subsidiaries, subject to the terms of such corresponding plan. VoiceStream shall
have the sole discretion to determine which current or former employees of      
Powertel will continue participation in a Powertel Benefit Plan after the       
Effective Time and which will commence participation in a corresponding employee
benefit plan maintained by VoiceStream or any of its Subsidiaries after the     
Effective Time and, with respect to current or former employees who transfer    
participation to such a corresponding plan, when such transfer will occur.      
VoiceStream need not treat all current and former employees of Powertel         
(including those who are similarly situated) in the same manner with respect to 
which plans they                                                                
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participate in and when, if at all, they transfer participation from a Powertel 
Benefit Plan to a corresponding employee benefit plan maintained by VoiceStream 
or any of its Subsidiaries. For example, VoiceStream may decide to have a       
current or former employee of Powertel continue participation after the         
Effective Time in certain Powertel Benefit Plans that have not been terminated, 
and with respect to other benefits transition his participation on or shortly   
after the Effective Time to a corresponding employee benefit plan maintained by 
VoiceStream or one of its Subsidiaries. VoiceStream may take such actions (or   
cause its Subsidiaries or the Surviving Corporation to take such actions) as are
necessary or advisable to accomplish the foregoing, including, without          
limitation, amending the eligibility provisions of plans of VoiceStream, any of 
its Subsidiaries or the Surviving Corporation (including, without limitation,   
Powertel Benefit Plans that are not terminated on or before the Effective Time).

(b) Except as otherwise provided in this SECTION 5.01, nothing in this
Agreement shall be interpreted as limiting the power of the Surviving           
Corporation to amend or terminate any particular Powertel 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, (1) 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, and (2) that nothing in this SECTION 5.01 shall be           
interpreted as limiting or modifying any requirement in SECTION 5.18 or         
provisions of ANNEX 5.18.                                                       

 (c) VoiceStream shall, or shall cause the Surviving Corporation to, (A)
waive all limitations, to the extent allowable under applicable law, as to      
preexisting conditions, exclusions and waiting periods with respect to          
participation and coverage requirements applicable to the current and former    
employees of Powertel 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 a Powertel Benefit Plan that is not        
terminated on or before the Effective Time), other than limitations or waiting  
periods that are in effect with respect to such employees and that have not been
satisfied under the corresponding welfare or fringe benefit plan maintained by  
Powertel for such current and former employees prior to the Effective Time, (B) 
provide each current 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 current or      
former employee for the then current plan year under the corresponding welfare  
plans maintained by Powertel prior to the Effective Time, and (C) provide (to   
the extent allowed by law and Treasury regulations applicable to tax-qualified  
plans) each current and former employee with full credit for purposes of        
eligibility, vesting, and determination of the level of benefits under any      
employee benefit plans, policies, practices or arrangements maintained by       
VoiceStream or any VoiceStream Subsidiary for such current or former employee's 
service with Powertel or any Powertel Subsidiary to the same extent recognized  
by Powertel immediately prior to the Effective Time.                            

   (d) Except as expressly contemplated under SECTION 5.02 of this Agreement
and except in connection with the Powertel Preferred Stock Dividend, neither    
Powertel nor any affiliate thereof shall, from the date hereof until the        
Effective Time, without the prior express written consent of VoiceStream, make  
any contribution, sale or other transfer of Powertel Stock or any other         
"employer security" (as such term is defined in Section 407 of ERISA), whether  
to satisfy a required obligation, to reimburse for expenses incurred, or        
otherwise, to any Powertel Benefit Plan or to the Powertel stock fund (or any   
other fund) under the Powertel 401(k) Profit Sharing Plan. Moreover, Powertel   
shall, promptly after the date hereof, amend the Powertel 401(k) Profit Sharing 
Plan (as amended and restated effective as of January 1, 1998, and further      
amended August 23, 1999), (a) to require that all contributions, from whatever  
source, be made in the form of cash and (b) to preclude the use of any present  
or future Powertel 401(k) Profit Sharing Plan assets to purchase from Powertel  
or any affiliate thereof shares of Powertel Stock or other "employer securities"
(as such term is defined in Section 407 of ERISA); it being understood, however,
that such amendment need not preclude the Powertel 401(k) Profit Sharing Plan   
from purchasing Powertel Stock on the open market from any person or entity     
other than Powertel or an affiliate thereof,                                    

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nor require that shares of Powertel Stock and units in the Powertel stock fund  
presently under the Powertel 401(k) Profit Sharing Plan be sold or otherwise    
liquidated.                                                                     

SECTION 5.02  Options; Restricted Stock Awards.                       

     (a) Prior to the Effective Time, the Board of Directors of Powertel (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
Powertel Stock Options and the Powertel Restricted Stock Plan, to specifically  
approve the transactions contemplated by this SECTION 5.02.                     

    (b) At the Effective Time, each Powertel Stock Option which is outstanding
immediately prior to the Effective Time pursuant to any Powertel Stock Plan     
shall become and represent an option to purchase the number of shares of        
VoiceStream Common Stock (a "SUBSTITUTE OPTION") determined by multiplying the  
number of shares of Powertel Common Stock subject to such Powertel Stock Option 
immediately prior to the Effective Time by the Conversion Number, at an exercise
price per share of VoiceStream Common Stock (increased to the nearest whole     
cent) equal to the exercise price per share of Powertel Common Stock subject to 
such Powertel Stock Option immediately prior to the Effective Time divided by   
the Conversion Number; provided, however, that in the case of any Powertel Stock
Option to which Section 421 of the Code applies by reason of its qualification  
under Section 422 of the Code ("INCENTIVE STOCK OPTIONS"), the option price, the
number of shares purchasable pursuant to such option and the terms and          
conditions of exercise of such option shall be determined in order to comply    
with Section 424(a) of the Code. The parties intend that the assumption of      
incentive stock options provided for under this SECTION 5.02 shall meet the     
requirements of Section 424(a) of the Code, and this SECTION 5.02 shall be      
interpreted in a manner consistent with such intent. All other terms and        
conditions applicable to the Powertel Stock Options, including vesting, shall   
remain unchanged with respect to the Substitute Options (except to the extent   
that such terms and conditions may be altered in accordance with the applicable 
Powertel Stock Option Plan or stock option agreements related thereto). No      
fractional shares of VoiceStream Common Stock will be issued upon the exercise  
of Substitute Options. In lieu of such issuance, the shares of VoiceStream      
Common Stock issued pursuant to the terms of this Agreement shall be rounded to 
the closest whole share of VoiceStream Common Stock. After the Effective Time,  
except as otherwise provided in this SECTION 5.02, each Substitute Option shall 
be exercisable upon the same terms and conditions as were applicable to the     
related Powertel Stock Option immediately prior to the Effective Time, after    
giving effect to the resolutions and other actions described in this SECTION    
5.02. Not later than the Effective Time, VoiceStream shall file a registration  
statement on Form S-8 with respect to or otherwise include in an existing       
registration statement the shares of VoiceStream Common Stock to be issued upon 
exercise of the Substitute Options and shall use its reasonable best efforts to 
maintain the effectiveness of such registration statement for so long as the    
Substitute Options shall remain outstanding.                                    

(c) At the Effective Time, the Powertel Restricted Stock Plan shall   
terminate and any unvested Powertel Restricted Stock Awards shall become fully  
vested, except as otherwise provided in the applicable agreements relating to   
such Powertel Restricted Stock Awards.                                          

SECTION 5.03  Stockholders Meetings.                                  

     (a) As promptly as practicable after the Registration Statement is declared
effective under the Securities Act, Powertel shall duly give notice of, convene 
and hold a meeting of its stockholders (the "POWERTEL STOCKHOLDERS MEETING") in 
accordance with Delaware law for the purpose of obtaining the Powertel          
Stockholder Approval and shall, subject to the provisions of SECTION 5.03(d)    
hereof, through its Board of Directors, recommend to its stockholders the       
approval and adoption of this Agreement, the Merger and the other transactions  
contemplated hereby and shall use its reasonable best efforts to obtain the     
Powertel Stockholder Approval.                                                  

     (b) As promptly as practicable after the Registration Statement is declared
effective under the Securities Act, VoiceStream shall duly give notice of,      
convene and hold a meeting of its stockholders (the "VOICESTREAM STOCKHOLDERS   
MEETING") in accordance with the DGCL for the purpose obtaining the VoiceStream 
Stockholder Approval and shall, through its Board of Directors, recommend to its

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stockholders the approval and adoption of this Agreement and shall use its      
reasonable best efforts to obtain the VoiceStream Stockholder Approval.         

     (c) Powertel and VoiceStream shall coordinate and cooperate with respect to
the timing of the Stockholder Meetings and shall use their reasonable best      
efforts to hold such meetings on the same day.                                  

  (d) Neither the Board of Directors of Powertel nor any committee thereof
shall (i) except as expressly permitted by this SECTION 5.03(d), withdraw,      
qualify or modify, or propose publicly to withdraw, qualify or modify, in a     
manner adverse to VoiceStream, the approval or recommendation of such Board of  
Directors or such committee of this Agreement, the Merger and the other         
transactions contemplated hereby, (ii) approve or recommend, or propose publicly
to approve or recommend, any Alternative Transaction, or (iii) cause Powertel to
enter into any letter of intent, agreement in principle, acquisition agreement  
or other similar agreement related to any Alternative Transaction.              
Notwithstanding the foregoing, in the event that prior to the time the Powertel 
Stockholder Approval is obtained, Powertel receives a Superior Proposal (as     
defined below), the Board of Directors of Powertel may (subject to this and the 
following sentences) inform the Powertel stockholders that it no longer         
recommends adoption and approval of this Agreement by the Powertel's            
stockholders (a "SUBSEQUENT DETERMINATION"), but only at a time that is after   
the fifth Business Day following VoiceStream's receipt of written notice        
advising VoiceStream that the Board of Directors of Powertel has received a     
Superior Proposal specifying the material terms and conditions of such Superior 
Proposal (and including a copy or draft copy thereof with all accompanying      
documentation or draft documentation, if in writing), identifying the Person    
making such Superior Proposal and stating that it intends to make a Subsequent  
Determination. After providing such notice, Powertel shall provide a reasonable 
opportunity to VoiceStream to make such adjustments in the terms and conditions 
of this Agreement as would enable Powertel to proceed with its recommendation to
its stockholders without a Subsequent Determination; provided, however, that any
such adjustment shall be at the discretion of Powertel and VoiceStream at the   
time. For purposes of this Agreement, a "SUPERIOR PROPOSAL" means any proposal  
(on its most recently amended or modified terms, if amended or modified) made by
a Third Party to enter into an Alternative Transaction which the Board of       
Directors of Powertel determines in its good faith judgment (based on, among    
other things, the advice of a financial advisor of nationally recognized        
reputation) to be more favorable to the Powertel's stockholders than the        
transactions contemplated by this Agreement taking into account all relevant    
factors (including whether, in the good faith judgment of the Board of Directors
of Powertel, after obtaining the advice of a financial advisor of nationally    
recognized reputation, the Third Party is reasonably able to finance the        
transaction, and any proposed changes to this Agreement that may be proposed by 
VoiceStream in response to such Alternative Transaction). Powertel shall submit 
this Agreement to its stockholders at the Powertel Stockholders Meeting even if 
the Board of Directors of Powertel shall have made a Subsequent Determination.  

 SECTION 5.04  Preparation of the Registration Statement and Joint Proxy
Statement.  As promptly as reasonably practicable following the date of this    
Agreement, Powertel and VoiceStream shall prepare and file with the SEC the     
Joint Proxy Statement and VoiceStream shall prepare and file with the SEC the   
Registration Statement, in which the Joint Proxy Statement will be included as a
prospectus. VoiceStream shall use its reasonable best efforts, with the         
cooperation and assistance of Powertel, to have the Registration Statement      
declared effective under the Securities Act as promptly as practicable after    
such filing and to keep the Registration Statement effective as long as is      
necessary to consummate the Reorganization and the transactions contemplated in 
connection therewith. VoiceStream 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 VoiceStream Common Stock, in connection with the
Reorganization and upon any exercise of the Substitute Options. Powertel shall  
furnish all information concerning Powertel and the holders of shares of        
Powertel Stock as may be reasonably requested by VoiceStream in connection with 
any such action. VoiceStream shall notify Powertel 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 Powertel with     
copies of all correspondence between VoiceStream or any of its representatives, 
on the one hand, and the SEC or its                                             

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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 Powertel     
Stockholders Meeting or the VoiceStream 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 VoiceStream and    
Powertel shall promptly prepare and mail to the stockholders of Powertel and    
VoiceStream such an amendment or supplement. VoiceStream and Powertel shall     
cooperate with one another and with DT in the preparation of the Registration   
Statement, the DT Registration Statement, the Joint Proxy Statement or any      
amendment or supplement thereto and in having the Registration Statement, the DT
Registration Statement and the Joint Proxy Statement declared effective as soon 
as practicable.                                                                 

SECTION 5.05  Notification of Receipt of Proxy.                       

    (a) Promptly upon receipt by Powertel from any Powertel stockholder who is
a party to the Powertel Stockholder Agreement of a proxy card sent to the       
Powertel stockholders with the Joint Proxy Statement and in accordance with the 
Powertel Stockholder Agreement, but in no event later than the second Business  
Day following such receipt or, if such receipt is on or after the fifth Business
Day prior to the Closing, then on the date of such receipt, Powertel shall      
notify VoiceStream orally of its receipt and provide VoiceStream with a copy of 
such proxy card.                                                                

   (b) Promptly upon receipt by VoiceStream from any VoiceStream stockholder
who is a party to a VoiceStream Stockholder Agreement of a proxy card sent to   
the VoiceStream Stockholders with the Joint Proxy Statement and in accordance   
with such VoiceStream Stockholder Agreement, but in no event later than the     
second Business Day following such receipt or, if such receipt is on or after   
the fifth Business Day prior to the Closing, then on such date of receipt,      
VoiceStream shall notify Powertel orally of its receipt and provide Powertel    
with a copy of such proxy card.                                                 

SECTION 5.06  Comfort Letters.                                        

     (a) Powertel shall have received a "comfort" letter of Arthur Andersen LLP,
Powertel's independent public accountants, dated a date within two (2) business 
days prior to the date of the first mailing of the Joint Proxy Statement,       
addressed to Powertel, in form and substance reasonably satisfactory to Powertel
and as is reasonably customary in scope and substance for letters delivered by  
independent public accountants in connection with registration statements on    
Form S-4 with respect to the financial statements of VoiceStream included in the
Joint Proxy Statement and the Registration Statement.                           

   (b) VoiceStream shall have received a "comfort" letter of Arthur Andersen
LLP, VoiceStream's independent public accountants, dated a date within two (2)  
business days prior to the date of the first mailing of the Joint Proxy         
Statement, addressed to VoiceStream, in form and substance reasonably           
satisfactory to VoiceStream and as is reasonably customary in scope and         
substance for letters delivered by independent public accountants in connection 
with registration statements on Form S-4 with respect to the financial          
statements of Powertel included in the Joint Proxy Statement and the            
Registration Statement.                                                         

     SECTION 5.07  Access to Information.  Upon reasonable notice and subject to
restrictions contained in the Confidentiality Agreement and other               
confidentiality agreements to which Powertel is subject, (a) Powertel shall, and
shall cause each Powertel Subsidiary to, afford to VoiceStream and to the       
officers, employees, accountants, counsel and other representatives of          
VoiceStream 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, Powertel shall (and shall cause each Powertel  
Subsidiary to) furnish promptly to VoiceStream all information concerning its   
business, properties and personnel as VoiceStream 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)         
VoiceStream shall, and shall cause each VoiceStream Subsidiary to, afford to    
Powertel and to the officers, employees, accountants, counsel and other         
representatives of Powertel all reasonable access, during normal business hours 
during the period prior to the Effective Time, to all their respective          
properties, assets, books, contracts, commitments and records and, during such  

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period, VoiceStream shall (and shall cause each VoiceStream Subsidiary to)      
furnish promptly to Powertel all information concerning its business, properties
and personnel as Powertel 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.                                                                

SECTION 5.08  Compliance with the Securities Act.                     

  (a) No later than thirty (30) days following the date of this Agreement,
Powertel shall cause to be prepared and delivered to VoiceStream a list         
identifying all persons who, at the time of the Powertel Stockholders Meeting,  
may be deemed to be an "affiliate" of Powertel, as such term is used in         
paragraphs (c) and (d) of Rule 145 under the Securities Act (the "RULE 145      
AFFILIATES"). Powertel shall use reasonable efforts to cause each person who is 
identified as a Rule 145 Affiliate in such list to deliver to VoiceStream on or 
prior to the Effective Time a written agreement, in the form attached hereto as 
ANNEX C, that such Rule 145 Affiliate shall not sell, pledge, transfer or       
otherwise dispose of any shares of VoiceStream Common Stock issued to such Rule 
145 Affiliate in connection with the Reorganization, except pursuant to an      
effective registration statement or in 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 VoiceStream (or
the committee of the Board of Directors of VoiceStream composed solely of two   
(2) 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         
VoiceStream) shall adopt such resolutions or shall take such other actions as   
are required to specifically approve the acquisitions of VoiceStream Common     
Stock and Substitute Options at the Effective Time, as contemplated by SECTIONS 
1.06(c) and 5.02, by directors, officers or employees of Powertel who may become
directors or officers of VoiceStream, 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 VoiceStream's       
ability subsequently to determine that any such person has not in fact become a 
director or officer of VoiceStream.                                             

SECTION 5.09  Nasdaq Listings.  VoiceStream shall use reasonable best 
efforts to be included on Nasdaq, upon notification of issuance, the shares of  
VoiceStream Common Stock to be issued in connection with the Reorganization and 
upon any exercise of the Substitute Options.                                    

SECTION 5.10  Fees and Expenses.                                      

     (a) Except as provided below in this SECTION 5.10 or SECTION 5.14, 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, except that 
the costs and expenses, other than attorneys' fees, incurred in connection with 
(i) the printing and mailing of the Joint Proxy Statement with respect to the   
Reorganization, the DT Merger and the Powertel Merger, the Registration         
Statement, the DT Registration Statement and the Powertel Registration Statement
(and any amendment or supplement thereto) and any prospectus included in such   
registration statements (and any amendment or supplement thereto) shall be borne
one-third by VoiceStream, one-third by DT and one-third by Powertel, and (ii)   
any filing fees (including fees payable to the SEC and state regulatory         
authorities) with respect to the Joint Proxy Statement and the Registration     
Statement shall be borne one-half by VoiceStream and one-half by Powertel.      

 (b) In the event that VoiceStream terminates this Agreement pursuant to
SECTION 7.01(c)(i), Section 7.01(c)(ii) or SECTION 7.01(e)(ii) or Powertel      
terminates this Agreement pursuant to SECTION 7.01(d)(ii), Powertel shall pay,  
or cause to be paid, in same day funds to VoiceStream within one (1) Business   
Day of such termination, $150,000,000 plus expenses not to exceed $10,000,000   
(the "TERMINATION FEE"); provided that, in the event a termination fee is also  
payable by Powertel in connection with the termination of the Powertel Merger   
Agreement, Powertel shall pay each of DT and VoiceStream $75,000,000, plus      
expenses not to exceed $10,000,000 in the aggregate.                            

(c) In the event that Powertel terminates this Agreement pursuant to  
SECTION 7.01(d)(i), Section 7.01(d)(iii) or SECTION 7.01(e)(i), VoiceStream     
shall pay, or cause to be paid, the Termination                                 
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Fee to Powertel in same day funds within one (1) Business Day following such    
termination of this Agreement.                                                  

     (d) Powertel and VoiceStream agree that the agreements contained in SECTION
5.10(b) and SECTION 5.10(c) above are an integral part of the transactions      
contemplated by this Agreement and are an inducement to VoiceStream and Powertel
to enter into this Agreement. If Powertel fails to promptly pay to VoiceStream  
any fee due under such SECTION 5.10(b), or if VoiceStream fails to promptly pay 
Powertel any fee due under SECTION 5.10(c), then the non-paying party shall pay 
the costs and expenses (including legal fees and expenses) of the other party in
connection with any action, including the filing 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 Citibank, N.A., from the date
such fee was required to be paid.                                               

    SECTION 5.11  Public Announcements.  VoiceStream and Powertel will consult
with each other and with DT before issuing any press release with respect to the
transactions contemplated by this Agreement and shall not issue any such press  
release 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. The parties will cooperate in preparing a joint   
press release announcing the execution of this Agreement.                       

   SECTION 5.12  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, VoiceStream and Powertel and
their respective Boards of Directors shall use reasonable best 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.                  

SECTION 5.13  Indemnification; Directors and Officers Insurance.      

(a) VoiceStream shall, or shall cause the Surviving Corporation to,   
continue to provide, fulfill and honor all rights to indemnification or         
exculpation existing in favor of a director, officer, employee or agent (an     
"INDEMNIFIED PERSON") of Powertel or any of the Powertel Subsidiaries (including
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 Powertel or any of the Powertel 
Subsidiaries), as provided in the Restated Certificate of Incorporation of      
Powertel, the Restated By-laws of Powertel 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 VoiceStream 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     
Powertel or unless such proceeding is brought by an Indemnified Person to       
enforce rights under this SECTION 5.13; 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 Powertel, the Restated By-laws of Powertel or any such      
agreement, as the case may be, shall be made by independent legal counsel       
selected by VoiceStream and reasonably acceptable to such Indemnified Person;   
provided further that VoiceStream and the Surviving Corporation will cooperate  
and use all reasonable efforts to assist in the vigorous defense of any such    
matter; and provided further that nothing in this SECTION 5.13 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, VoiceStream 
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, to the                                

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extent required by law, 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 VoiceStream, which shall not
be unreasonably withheld, prior to the Effective Time, Powertel 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 six (6) years 
after the Effective Time and providing coverage in amounts and on terms         
consistent with Powertel's existing D&O Insurance. In the event Powertel does   
not obtain such insurance, VoiceStream shall cause the Surviving Corporation to 
continue to provide D&O Insurance relating to actions or events through the     
Effective Time, for a period of six (6) 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, VoiceStream or the        
Surviving Corporation shall make reasonable commercial efforts to obtain        
substantially similar D&O Insurance; and provided further that Powertel shall   
not be required to expend, in order to maintain or procure an annual D&O        
Insurance policy, an amount in excess of 250% 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) In the event VoiceStream or the Surviving Corporation or any of their
respective successors or assigns (i) consolidates with or merges into any other 
Person and shall not be the continuing or surviving corporation or entity of    
such consolidation or merger or (ii) transfers all or substantially all of its  
properties and assets to any Person in a single transaction or a series of      
related transactions, then, and in each such case, VoiceStream will make or     
cause to be made proper provision so that the successors and assigns of         
VoiceStream or the Surviving Corporation, as the case may be, assume the        
indemnification obligations described herein for the benefit of the Indemnified 
Parties.                                                                        

    (d) The provisions of this SECTION 5.13 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 survive the Reorganization and be 
binding upon the successors and assigns of VoiceStream, Powertel and the        
Surviving Corporation.                                                          

SECTION 5.14  Reasonable Best Efforts.                                

(a) Subject to the provisions of this Agreement, each of Powertel,    
VoiceStream and Sub agrees to use its reasonable best efforts to take, or cause 
to be taken, all actions, and do, or cause to be done, and to assist and        
cooperate with the other party or parties in doing, all things necessary, proper
or advisable, 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 VoiceStream nor any of the           
VoiceStream Subsidiaries shall be required, nor, without the consent of         
VoiceStream, shall Powertel or the Powertel 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 Powertel, VoiceStream or any of their         
respective Subsidiaries or any material portion of the assets of Powertel,      
VoiceStream or any of their respective Subsidiaries or any of the business,     
product lines, or assets of Powertel, VoiceStream or any of their respective    
Subsidiaries. Without limiting the foregoing, (i) each of Powertel, VoiceStream 
and Sub agrees to use its reasonable 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 or its Subsidiaries 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, (ii) each of
Powertel, VoiceStream and Sub shall, and shall cause its Subsidiaries to, use   
its reasonable 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                                                                       

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Governmental Entity or other public or private third party required to be       
obtained or made by Powertel, VoiceStream, Sub or any of their Subsidiaries in  
connection with the Reorganization or the taking of any action contemplated     
thereby or by this Agreement, (iii) VoiceStream shall maintain Sub as a wholly- 
owned VoiceStream Subsidiary, with no voting or approval rights outstanding     
other than those held by VoiceStream, and VoiceStream shall cause Sub to        
approve, and shall vote all securities and give all approvals necessary for Sub 
to approve, the Reorganization, and (iv) each party will use its reasonable best
efforts to oppose entry or lift the effects of any injunction or other order    
adversely affecting the ability of any party hereto to consummate the           
transactions contemplated hereby to prevent, with respect to any threatened or  
such injunction or other order, the issuance or entry thereto, provided however,
that notwithstanding anything to the contrary contained in this Agreement, in   
connection with any filing or submission required or action to be taken by      
VoiceStream, Powertel or any of their respective Subsidiaries to consummate the 
Reorganization or the other transactions contemplated in this Agreement,        
Powertel shall not, without VoiceStream's prior written consent, commit to any  
divestiture of assets or businesses of Powertel and the Powertel Subsidiaries if
such divested assets and/or businesses are material to the assets or            
profitability of Powertel and the Powertel Subsidiaries taken as a whole.       

 (b) As promptly as practicable after the execution and delivery of this
Agreement, VoiceStream and Powertel shall prepare all appropriate applications  
for FCC approval, and such other documents as may be required, with respect to  
the transfer of control of Powertel to VoiceStream (collectively, the "FCC      
APPLICATIONS"). Not later than the tenth Business Day following execution and   
delivery of this Agreement, Powertel 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, Powertel 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 Powertel nor     
VoiceStream shall have terminated this Agreement pursuant to SECTION 7.01,      
VoiceStream and Powertel 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 Powertel. VoiceStream and Powertel 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 Powertel  
shall bear its own expenses in connection with the preparation and prosecution  
of the FCC Applications. VoiceStream and Powertel 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, 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 Powertel (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 twenty (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.        
VoiceStream and Powertel 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  
Powertel 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 Powertel and VoiceStream 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;                          

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      (ii) any notice or other communication from or to 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 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
5.14(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 2.13, in the case of Powertel, or  
SECTION 3.12, in the case of VoiceStream, 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 5.15  Certain Litigation.  Powertel agrees that it shall not settle
any litigation commenced after the date hereof against Powertel or any of its   
directors by any stockholder of Powertel relating to the Reorganization, this   
Agreement or the Powertel Stockholder Agreement without the prior written       
consent of VoiceStream, which consent shall not be unreasonably withheld or     
delayed.                                                                        

  SECTION 5.16  Powertel Stockholder Agreement and VoiceStream Stockholder
Agreement. VoiceStream and each of the Powertel Principal Stockholders shall    
enter into a Powertel Stockholder Agreement as of the date hereof. Powertel and 
each of the VoiceStream Principal Stockholders shall enter into a VoiceStream   
Stockholder Agreement as of the date hereof.                                    

   SECTION 5.17  Senior Discount Notes and Senior Notes.  Within thirty (30)
days following the Effective Time, VoiceStream shall cause the Surviving        
Corporation to commence an offer to purchase all of the Senior Discount Notes   
and Senior Notes (collectively, the "NOTES") pursuant to the terms of the       
February 1996 Indenture, April 1996 Indenture and June 1997 Indenture           
(collectively, the "POWERTEL INDENTURES"), as applicable. Any investment banking
firm engaged in connection with such acquisition shall be selected by           
VoiceStream. VoiceStream shall bear the fees, costs and expenses of acquiring   
the Notes.                                                                      

     SECTION 5.18  Plans and Programs to Be Implemented.  After the execution of
this Agreement, Powertel and/or its Subsidiaries shall adopt and implement the  
plans and arrangements described in ANNEX 5.18 with each such plan and          
arrangement being approved by VoiceStream or DT prior to such adoption or       
implementation. Each such plan or arrangement shall be designed to become       
effective as of the Effective Time (contingent upon the occurrence of the       
transactions contemplated by this Agreement), and remain effective without      
modification of the terms and provisions of such plan or arrangement until the  
termination date noted for each respective plan or arrangement in ANNEX 5.18.   
After the execution of this Agreement, Powertel and/or its Subsidiaries shall   
take such actions as are required, necessary or appropriate to implement the    
provisions of ANNEX 5.18 and this Section 5.18 notwithstanding any provisions of
this Agreement to the contrary, and no such actions shall be deemed to be a     
breach of any other provision of this Agreement.                                

   SECTION 5.19  Registration Rights.  Powertel Principal Stockholders shall
have registration rights as set forth in ANNEX A to their respective Powertel   
Stockholder Agreements.                                                         

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ARTICLE VI

CONDITIONS PRECEDENT

SECTION 6.01  Conditions to Each Party's Obligation to Effect the     
Reorganization.  The respective obligations of VoiceStream, Sub and Powertel to 
effect the Reorganization shall be subject to the fulfillment or (to the extent 
permitted by applicable law) written waiver prior to the Effective Time of the  
following conditions:                                                           

      (a) Stockholder Approval.  The Powertel Stockholder Approval shall
have been obtained.                                                   

  (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 Powertel shall be in effect.                        

         (c) Nasdaq Listings.  The shares of VoiceStream Common Stock issuable
  in accordance with the Reorganization and pursuant to SECTION 5.02 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 or
the Joint Proxy Statement shall have been issued by the SEC and no    
     proceedings for that purpose shall have been initiated or, to the knowledge
of VoiceStream or Powertel, 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 Powertel or VoiceStream or the  
transactions contemplated by this Agreement.                          

        (f) Termination of Other Merger Agreements.  The DT Merger Agreement
    and the Powertel Merger Agreement shall have terminated in accordance with
their respective terms.                                               

     SECTION 6.02  Additional Conditions to Obligation of Powertel to Effect the
Reorganization.  The obligation of Powertel to effect the Reorganization shall  
be subject to the fulfillment or written waiver by Powertel at or prior to the  
Effective Time of the following additional conditions:                          

         (a) Performance of Obligations; Representations and Warranties.  Each
   of VoiceStream and Sub shall have performed in all material respects 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 VoiceStream and Sub contained in this Agreement shall be true
 and correct at and as of the Effective Time as if made at and as of the
 Effective Time (other than representations and warranties which address
  matters only as of a particular date, in which case such representations
     and warranties shall be true and correct on and as of such particular date)
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 VoiceStream or the      
transactions contemplated by this Agreement; provided, however, for   
 purposes of this SECTION 6.02(a), the representations and warranties of
     VoiceStream shall be construed as if they did not contain any qualification
   that refers to Material Adverse Effect or materiality; and Powertel shall
have received a certificate signed on behalf of VoiceStream by a duly 
authorized officer to such effect.                                    

        (b) Tax Opinion.  Powertel shall have received an opinion of Morris,
 Manning & Martin, LLP, in form and substance reasonably satisfactory to
    Powertel, dated the Closing Date, 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, the Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code for federal income tax purposes.           

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         In rendering such opinion, Morris, Manning & Martin, LLP, may receive
   and rely upon representations from others, including representations from
   (i) Powertel and (ii) VoiceStream contained in certificates substantially
in the form of the Powertel Tax Certificate and the VoiceStream Tax   
     Certificate attached hereto as ANNEX F and ANNEX G, respectively. Each such
    certificate shall be dated on or before the date of such opinion and shall
not have been withdrawn or modified in any material respect.          

       (c) Consents Under Agreements.  VoiceStream shall have obtained the
consent or approval of each person whose consent or approval shall be 
required to consummate the transactions contemplated hereby under any 
    indenture, mortgage, evidence of indebtedness, lease or other agreement or
     instrument to which VoiceStream or any of the VoiceStream 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 VoiceStream or upon the transactions contemplated by this   
Agreement.                                                            

    (d) FCC Opinion.  Powertel shall have received an opinion of FCC
     counsel to VoiceStream, dated the Effective Time, substantially in the form
attached hereto as ANNEX D.                                           

(e) [Reserved]                                              

         (f) Governmental Approvals.  All necessary consents or authorizations
 from Governmental Entities which may be required in connection with the
transactions contemplated hereby, shall have been received, unless the
failure to receive any such consent or authorization would not have a 
    Material Adverse Effect on VoiceStream 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 VoiceStream or the transactions contemplated by this Agreement.
With respect to any FCC consents or authorizations, effectiveness of  
    necessary FCC approvals shall be sufficient to satisfy this condition, and
    Powertel's obligation to effect the Reorganization shall not be subject to
 the condition that any FCC consents or authorizations have become Final
Orders.                                                               

  Notwithstanding anything contained to the contrary in SECTION 6.02(a) or
anywhere else in this Agreement, VoiceStream may enter into any Subsequent      
Transaction, and no changes of any representation or warranty of VoiceStream    
contained in this Agreement as a result of any Subsequent Transaction shall     
result in a failure of the conditions set forth in SECTION 6.02(a); provided, in
each case, that any such Subsequent Transaction would not reasonably be expected
to have a Material Adverse Effect on VoiceStream.                               

  SECTION 6.03  Conditions to Obligations of VoiceStream and Sub to Effect
the Reorganization. The obligation of VoiceStream and Sub to effect the         
Reorganization shall be subject to the fulfillment or written waiver by         
VoiceStream at or prior to the Effective Time of the following additional       
conditions:                                                                     

(a) Performance of Obligations; Representations and         
     Warranties.  Powertel shall have performed in all material respects 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 Powertel contained in this Agreement shall be true and correct at and as
 of the Effective Time as if made at and as of the Effective Time (other
than representations and warranties which address matters only as of a
     particular date, in which case such representations and warranties shall be
     true and correct on and as of such particular date), 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 Powertel or VoiceStream or the transactions contemplated
     by this Agreement; provided, however, for purposes of this SECTION 6.03(a),
 the representations and warranties of Powertel shall be construed as if
they did not contain any qualification that refers to Material Adverse
  Effect or materiality; and VoiceStream shall have received a certificate
   signed on behalf of Powertel by a duly authorized officer to such effect.

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          (b) Tax Opinion.  VoiceStream shall have received an opinion of Jones,
     Day, Reavis & Pogue and/or Preston Gates & Ellis LLP, in form and substance
reasonably satisfactory to VoiceStream, dated the Closing Date,       
  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, the Merger will     
 constitute a reorganization within the meaning of Section 368(a) of the
Code for federal income tax purposes.                                 

        In rendering such opinion, Jones, Day, Reavis & Pogue and/or Preston
  Gates & Ellis LLP may receive and rely upon representations from others,
    including representations from (i) Powertel and (ii) VoiceStream contained
   in certificates substantially in the form of the Powertel Tax Certificate
   and the VoiceStream Tax Certificate attached hereto as ANNEX F, and ANNEX
     G, respectively. Each such certificate shall be dated on or before the date
of such opinion and shall not have been withdrawn or modified in any  
material respect.                                                     

       (c) FCC Opinion.  VoiceStream shall have received an opinion of FCC
  counsel of Powertel, dated the Effective Time, substantially in the form
attached hereto as ANNEX E.                                           

    (d) Consents Under Agreements.  Powertel shall have obtained the
consent or approval of each person whose consent or approval shall be 
required to consummate the transactions contemplated hereby under any 
    indenture, mortgage, evidence of Indebtedness, lease or other agreement or
instrument to which Powertel or any of the Powertel 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 Powertel or VoiceStream or upon the transactions contemplated by
this Agreement.                                                       

         (e) Governmental Approvals.  All necessary consents or authorizations
 from Governmental Entities which may be required in connection with the
transactions contemplated hereby, including 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 this requirement of finality is waived by VoiceStream in its sole
discretion), unless the failure to receive any such consent or        
authorization would not have a Material Adverse Effect on Powertel or 
  VoiceStream 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 Powertel or
VoiceStream or the transactions contemplated by this Agreement.       

ARTICLE VII 

TERMINATION AND AMENDMENT 

SECTION 7.01  Termination.  This Agreement may be terminated and the  
Reorganization contemplated hereby may be abandoned at any time prior to the    
Effective Time, whether before or after any approval by the stockholders of     
VoiceStream or Powertel of the matters presented in connection with the         
Reorganization:                                                                 

   (a) by mutual written consent of VoiceStream, Sub and Powertel;

(b) by either VoiceStream or Powertel:                      

            (i) if the Reorganization has not been effected on or prior to the
close of business on December 31, 2001 (the "TERMINATION DATE");
        provided that in the event both the DT Merger Agreement and the Powertel
  Merger Agreement shall have terminated, the Termination Date shall
      instead be the later of September 30, 2001 and the date that is thirty
      (30) days after the date of termination of the DT Merger Agreement and
 the Powertel Merger Agreement; provided further that the right to
      terminate this Agreement pursuant to this SECTION 7.01(b)(i) shall not
       be available to any party whose failure to fulfill any obligation under
        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    

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            (ii) if any Governmental Entity shall have issued an order, decree
     or ruling or taken any other action (including by enacting any law or
     regulation) (which order, decree, ruling or other action Powertel and
      VoiceStream shall use its reasonable best efforts to lift) permanently
     enjoining, restraining or otherwise prohibiting or making illegal 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 7.01(b)(ii) shall not be available to any party who has
        not used its reasonable best efforts to cause such order to be lifted or
       otherwise taken such action as is required to comply with SECTION 5.14;

       (c) by VoiceStream if (i) Powertel 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 VoiceStream or
  the transactions contemplated by this Agreement, which failure to comply
     cannot be or has not been cured within 30 days after receipt by Powertel of
     written notice of such failure to comply, (ii) the stockholders of Powertel
shall not approve and adopt the Agreement at the Powertel Stockholders
Meeting or any adjournment thereof, or (iii) the stockholders of      
  VoiceStream shall not approve and adopt the Agreement at the VoiceStream
Stockholders Meeting or any adjournment thereof;                      

         (d) by Powertel if (i) VoiceStream or Sub 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 Material
    Adverse Effect on Powertel or VoiceStream or the transactions contemplated
    by this Agreement, which failure to comply cannot be or has not been cured
within 30 days after receipt by VoiceStream of written notice of such 
    failure to comply, (ii) the stockholders of Powertel shall not approve and
     adopt the Agreement at the Powertel Stockholders Meeting or any adjournment
 thereof; or (iii) the stockholders of VoiceStream shall not approve and
adopt the Agreement at the VoiceStream Stockholders Meeting or any    
adjournment thereof;                                                  

        (e) (i) by Powertel if there has been a breach by VoiceStream or Sub
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 
 VoiceStream 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 and (ii) by
     VoiceStream if there has been a breach by Powertel 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 Powertel or VoiceStream 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; or                   

     (f) automatically, without any action being required of any party
hereto, concurrently with the closing of the DT Merger.               

     SECTION 7.02  Effect of Termination.  In the event of a termination of this
Agreement by either Powertel or VoiceStream as provided in SECTION 7.01, this   
Agreement shall forthwith become void and there shall be no liability or        
obligation on the part of VoiceStream, Sub or Powertel or their respective      
officers or directors, except with respect to SECTION 2.18, SECTION 3.14,       
SECTION 5.10 or this SECTION 7.02; provided, however, that neither any provision
in this ARTICLE VII nor the payment of any fees and expenses pursuant to SECTION
5.10, shall be interpreted to (i) relieve any party of liability for any breach 
of this Agreement, (ii) constitute liquidated damages or (iii) limit the amount 
of damages that may be recovered for a breach of this Agreement.                

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SECTION 7.03  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 VoiceStream and     
Powertel 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 7.04  Extension; Waiver.  At any time prior to the Effective Time,
the parties hereto, by action taken or authorized by their respective Boards 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 VIII

GENERAL PROVISIONS

SECTION 8.01  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 7.02 hereof, the termination of this    
Agreement pursuant to the terms hereof. This SECTION 8.01 shall not limit any   
covenant or agreement of the parties which by its terms contemplates performance
after the Effective Time.                                                       

    SECTION 8.02  Notices.  (a) 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) 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):                                                                        

if to VoiceStream or Sub to:                                          

Voicestream Wireless Corporation                            
12920 S.E. 38th Street                                      
Bellevue, Washington 98006                                  
Attn: Alan R. Bender                                        
Telecopy No: 425-586-8080                                   

with a copy to:                                                       

Preston, Gates & Ellis LLP                                  
701 Fifth Avenue, Suite 5000                                
Seattle, WA 98104                                           
Attn: Richard B. Dodd, Esq.                                 
Telecopy No: 206-623-7022                                   

if to Powertel, to:                                                   

Powertel, Inc.                                              
1239 O.G. Skinner Drive                                     
West Point, GA 31833                                        
Attn: Chairman of the Board                                 
Telecopy No: 706-645-9563                                   

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with a copy to:                                                       

Morris, Manning & Martin, LLP                               
1600 Atlanta Financial Center                               
3343 Peachtree Road, N.E.                                   
Atlanta, GA 30326                                           
Attn: James Walker IV, Esq.                                 
Telecopy No: 404-365-9532                                   

or to such other addresses as the party to whom notice is to be given may have  
furnished to the other party in writing in accordance herewith.                 

(b) Copies of all notices delivered to VoiceStream, Sub or Powertel   
pursuant to this Agreement shall also be provided by the party providing such   
notice to DT at the following address:                                          

Deutsche Telekom AG                                         
140 Friedrich-Ebert Allee                                   
53113 Bonn                                                  
Germany                                                     
Attn: Kevin Copp                                            
Telecopy No: 49-228-181-44177                               

with a copy to:                                                       

Cleary, Gottlieb, Steen & Hamilton                          
One Liberty Plaza                                           
New York, New York                                          
Attn: Robert P. Davis                                       
Telecopy No: 212-225-3999                                   

or to such other addresses as DT may have furnished to VoiceStream and Powertel 
in writing in accordance herewith.                                              

 SECTION 8.03  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 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 8.03.                                            

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   "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
1.06(f).                                                                        

"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 as amended
or modified from time to time and shall include the Schedules, Annexes, Exhibits
and disclosure letters attached or related hereto.                              

"ALTERNATIVE TRANSACTION" shall have the meaning set forth in SECTION 
4.03(d).                                                                        

     "APRIL 1996 INDENTURE" shall mean the Indenture dated as of April 19, 1996,
among Powertel and Bankers Trust Company relating to the 12% Senior Discount    
Notes due May 2006.                                                             

  "BUSINESS DAY" means a day other than a Saturday, Sunday or other day on
which commercial banks in New York City, Atlanta, Georgia or Seattle, Washington
are authorized or required by law to close.                                     

   "CERTIFICATE OF MERGER" shall have the meaning set forth in SECTION 1.03.

"CLOSING" shall have the meaning set forth in SECTION 1.02.           

"CLOSING DATE" shall have the meaning set forth in SECTION 1.02.      

"CODE" shall mean the United States Internal Revenue Code of 1986, as 
amended.                                                                        

  "COMMUNICATIONS ACT" shall mean, collectively, 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.                                                                     

 "CONFIDENTIALITY AGREEMENT" shall have the meaning set forth in SECTION
4.03(a).                                                                        

  "CONVERSION NUMBER" shall have the meaning set forth in SECTION 1.06(c).

  "COOK INLET JOINT VENTURES" means Cook Inlet Western Wireless PV/SS PCS,
L.P., Cook Inlet VoiceStream PCS, LLC, Cook Inlet/VS GSM II PCS, LLC and Cook   
Inlet/VS GSM III PCS, LLC.                                                      

"COOK INLET PARTNERS" means Cook Inlet Telecommunications, Inc., SSPCS
Corporation, Providence Media Partners, L.P., Cook Inlet GSM Inc., Providence   
Media Partners III L.P. and Providence Equity Operating Partners III.           

    "DIGIPH TRANSACTION" means the transactions and agreements relating to the
acquisition of substantially all of the assets of DiGiPH PCS, Inc., DigiPH      
Communication, Inc. and DigiPH Holding Company, Inc. by Eliska, as described in 
Powertel's Form 8-K as filed on June 16, 2000, including (i) all agreements and 
commitments that have been entered into in connection therewith as listed in the
Powertel Letter, (ii) all agreements that are proposed to be entered into prior 
to the closing of such transactions, forms or summaries of which, or term sheets
for which, have been provided to VoiceStream and are listed in the Powertel     
Letter and (iii) any other agreements that are to be entered into prior to the  
closing of such transactions that are reasonably necessary to consummate such   
transactions (and any amendments or modifications thereof), and with respect to 
clauses (ii) and (iii) that such agreements do not (A) materially alter the     
scope of such transactions, (B) materially increase Powertel's obligations in   
connection therewith or (C) interfere with the transactions contemplated by this
Agreement or the DT Merger Agreement.                                           

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"D&O INSURANCE" shall have the meaning set forth in SECTION 5.13(b).  

"DGCL" shall mean the Delaware General Corporation Law, as amended.   

  "DT" shall have the meaning set forth in the recitals of this Agreement.

"DT MERGER" shall have the meaning set forth in the recitals of this  
Agreement.                                                                      

   "DT MERGER AGREEMENT" shall have the meaning set forth in the recitals of
this Agreement.                                                                 

    "DT REGISTRATION STATEMENT" shall mean one or more registration statements
to be filed with the SEC by DT in connection with the issuance of DT depositary 
shares and DT ordinary shares in the DT Merger.                                 

"EFFECTIVE TIME" shall have the meaning set forth in SECTION 1.03.    

"ELISKA" means Eliska Wireless Ventures I, Inc.                       

"ELISKA PUT" shall have the meaning set forth in SECTION 1.06(d).     

  "ELISKA PUT RIGHTS" shall have the meaning set forth in SECTION 1.06(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.             

    "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 Powertel; (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 Powertel; 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 Powertel, any corporation      
described in clause (i) or any partnership, trade or business described in      
clause (ii).                                                                    

  "ERISA BENEFIT PLAN" shall mean a Powertel 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 1.07(a). 

"EXCHANGE FUND" shall have the meaning set forth in SECTION 1.07(a).  

"EXCHANGE RIGHTS" shall have the meaning set forth in SECTION 3.03(a).

"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.                                                                 

 "FCC APPLICATIONS" shall have the meaning set forth in SECTION 5.14(b).

    "FEBRUARY 1996 INDENTURE" shall mean the Indenture dated as of February 7,
1996, among Powertel and Bankers Trust Company relating to the 12% Senior       
Discount Notes due February 2006.                                               

     "FINAL ORDER" shall mean action by the applicable Governmental Entity which
is in full force and effect, with respect to which no petition or other request 
for such Governmental Entity or court stay, reconsideration or review of any    
kind is pending, and as to which all time periods have expired within           

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which a Governmental Entity 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.                                                              

  "HSR ACT" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.                                                               

"INCENTIVE STOCK OPTIONS" shall have the meaning set forth in SECTION 
5.02(b).                                                                        

     "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 5.13(a).

  "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 Powertel or any of the Powertel Subsidiaries  
that are individually or in the aggregate material to the conduct of the        
business of Powertel and the Powertel Subsidiaries, taken as a whole.           

  "INVESTMENT ENTITY" shall mean an entity in which Powertel or any of the
Powertel Subsidiaries has an Investment Interest.                               

"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.       

   "JOINT PROXY STATEMENT" shall have the meaning set forth in SECTION 2.08.

  "JUNE 1997 INDENTURE" shall mean the Indenture dated as of June 10, 1997
among Powertel and Bankers Trust Company relating to the Senior Notes.          

     "KNOWLEDGE" and "KNOWN TO" shall mean the actual knowledge of the executive
officers of Powertel or the executive officers of VoiceStream, 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.          

  "LIENS" shall mean any pledges, claims, liens, charges, encumbrances and
security interests of any kind or nature whatsoever.                            

 "MATERIAL ADVERSE CHANGE" or "MATERIAL ADVERSE EFFECT" shall mean, when
used in connection with Powertel or VoiceStream, 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 Powertel                                               
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and its Subsidiaries taken as a whole, or VoiceStream 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 
Powertel or VoiceStream, as the case may be, or its Subsidiaries conducts       
business that is material to the business of Powertel or VoiceStream, 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 Powertel or VoiceStream, as the case may be, (ii) any adverse change,
effect or development that is primarily caused by conditions generally affecting
the industries in which Powertel or VoiceStream, 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 Powertel or VoiceStream, 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 Powertel or VoiceStream, as the case may be; and a "Material Adverse 
Effect" with respect to either Powertel or VoiceStream, as the case may be,     
shall include any applicable event, fact or condition with respect to such party
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.              

     "MAXIMUM SHARE AMOUNT" shall have the meaning set forth in SECTION 1.06(f).

"MERGER" shall have the meaning set forth in the recitals of this     
Agreement.                                                                      

"NASDAQ" shall have the meaning set forth in SECTION 1.06(c).         

"1991 PLAN" shall have the meaning set forth in SECTION 2.03.         

     "NONEMPLOYEE OPTION PLAN" shall have the meaning set forth in SECTION 2.03.

"NOTES" shall have the meaning set forth in SECTION 5.17.             

"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 Entity, political     
subdivision, or any group of Persons acting in concert.                         

   "POWERTEL" shall have the meaning set forth in the introductory paragraph
of this Agreement.                                                              

"POWERTEL 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, arrangement or agreement providing benefits to   
any current or former employee, officer or director of Powertel or any of the   
Powertel Subsidiaries or with respect to which Powertel or any of the Powertel  
Subsidiaries (or, in the case of an ERISA Benefit Plan, any of Powertel's ERISA 
Affiliates) may have any liability.                                             

"POWERTEL CERTIFICATES" shall have the meaning set forth in SECTION   
1.07(a).                                                                        

     "POWERTEL COMMON STOCK" shall have the meaning set forth in the recitals of
this Agreement.                                                                 

 "POWERTEL COMMON STOCK EQUIVALENTS" shall have the meaning set forth in
SECTION 2.03.                                                                   

"POWERTEL CONTRACTS" shall have the meaning set forth in SECTION 2.20.

"POWERTEL EMPLOYEE" shall mean any employee of Powertel or any of the 
Powertel Subsidiaries.                                                          

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    "POWERTEL EQUITY RIGHTS" shall have the meaning set forth in SECTION 2.03.

"POWERTEL FCC LICENSES" shall have the meaning set forth in SECTION   
2.09(b)(i).                                                                     

  "POWERTEL FINANCIAL ADVISOR" shall have the meaning set forth in SECTION
2.17.                                                                           

 "POWERTEL INDENTURES" shall have the meaning set forth in SECTION 5.17.

    "POWERTEL LETTER" shall mean the letter from Powertel to VoiceStream dated
the date hereof, which letter relates to this Agreement and is designated       
therein as the Powertel Letter.                                                 

    "POWERTEL MERGER" shall have the meaning set forth in the recitals of this
Agreement.                                                                      

"POWERTEL MERGER AGREEMENT" shall have the meaning set forth in the   
recitals of this Agreement.                                                     

"POWERTEL PERMITS" shall have the meaning set forth in SECTION 2.09.  

     "POWERTEL PREFERRED STOCK" shall have the meaning set forth in the recitals
of this Agreement and in SECTION 2.03.                                          

     "POWERTEL PRINCIPAL STOCKHOLDERS" shall mean ITC Holding Company, Inc.; ITC
Service Company, Inc.; ITC Wireless Inc.; SCANA Communications Holdings, Inc.;  
Sonera Corporation; Sonera Holding B.V.; Donald W. Burton; The Burton           
Partnership, L.P.; The Burton Partnership (QP) L.P.; South Atlantic Venture Fund
II, L.P.; South Atlantic Venture Fund III, L.P.; South Atlantic Private Equity  
Fund IV, L.P.; South Atlantic Private Equity Fund IV (QP) L.P.; and American    
Water Works Company.                                                            

"POWERTEL REGISTRATION STATEMENT" shall mean one or more registration 
statements to be filed with the SEC by DT in connection with the issuance of DT 
depositary shares and DT ordinary shares in the Powertel Merger.                

"POWERTEL RESTRICTED STOCK AWARDS" shall mean restricted stock awards 
granted under the Restricted Stock Plan and the 2000 Plan.                      

   "POWERTEL REQUIRED APPROVALS" shall have the meaning set forth in SECTION
2.05.                                                                           

    "POWERTEL SEC DOCUMENTS" shall have the meaning set forth in SECTION 2.06.

   "POWERTEL STOCK" shall have the meaning set forth in the recitals of this
Agreement.                                                                      

   "POWERTEL STOCK RIGHTS" shall have the meaning set forth in SECTION 2.03.

  "POWERTEL STOCKHOLDER AGREEMENT" shall have the meaning set forth in the
recitals of this Agreement.                                                     

     "POWERTEL STOCKHOLDER APPROVAL" shall have the meaning set forth in SECTION
2.04.                                                                           

     "POWERTEL STOCKHOLDERS MEETING" shall have the meaning set forth in SECTION
5.03(a).                                                                        

    "POWERTEL STOCK OPTIONS" shall have the meaning set forth in SECTION 2.03.

   "POWERTEL STOCK OPTION PLANS" shall have the meaning set forth in SECTION
2.03.                                                                           

   "POWERTEL SUBSIDIARIES" shall have the meaning set forth in SECTION 2.01.

  "POWERTEL WARRANTS" shall have the meaning set forth in SECTION 1.06(d).

    "REGISTRATION STATEMENT" shall have the meaning set forth in SECTION 3.04.

   "REORGANIZATION" shall have the meaning set forth in the recitals of this
Agreement.                                                                      

     "REQUIRED REGULATORY APPROVALS" shall have the meaning set forth in SECTION
3.05.                                                                           

  "RESTATED BY-LAWS OF POWERTEL" shall mean the Second Restated By-laws of
Powertel as in effect on the date hereof.                                       

  "RESTATED CERTIFICATE OF INCORPORATION OF POWERTEL" shall mean the Third
Restated Certificate of Incorporation, as amended and as in effect on the date  
hereof.                                                                         

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   "RESTRICTED STOCK PLAN" shall have the meaning set forth in SECTION 2.03.

    "RULE 145 AFFILIATES" shall have the meaning set forth in SECTION 5.08(a).

"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.                 

     "SENIOR DISCOUNT NOTES" shall mean Powertel's 12% Senior Discount Notes due
February 2006 and the 12% Senior Discount Notes due May 2006.                   

"SENIOR NOTES" shall mean Powertel's 11 and 1/8% Senior Notes due June
2007.                                                                           

 "SERIES A PREFERRED SHARES" shall have the meaning set forth in SECTION
2.03.                                                                           

 "SERIES B PREFERRED SHARES" shall have the meaning set forth in SECTION
2.03.                                                                           

 "SERIES C PREFERRED SHARES" shall have the meaning set forth in SECTION
2.03.                                                                           

 "SERIES D PREFERRED SHARES" shall have the meaning set forth in SECTION
2.03.                                                                           

 "SERIES E PREFERRED SHARES" shall have the meaning set forth in SECTION
2.03.                                                                           

 "SERIES F PREFERRED SHARES" shall have the meaning set forth in SECTION
2.03.                                                                           

  "SIGNIFICANT EMPLOYEE" shall mean any Employee of Powertel or any of the
Powertel Subsidiaries who (i) is an officer of Powertel or any of the Powertel  
Subsidiaries, (ii) has a written employment contract with Powertel or any of the
Powertel Subsidiaries that calls for annual compensation in excess of $90,000,  
or (iii) is compensated by Powertel and/or any of the Powertel Subsidiaries at  
an annual rate greater than $90,000.                                            

"SONERA PUT" shall have the meaning set forth in SECTION 1.06(d).     

"SONERA STOCK PURCHASE AGREEMENT" shall have the meaning set forth in 
SECTION 1.06(f).                                                                

     "STOCKHOLDER MEETINGS" shall mean the Powertel Stockholders Meeting and the
VoiceStream Stockholders Meeting.                                               

 "SUB" shall have the meaning set forth in the introductory paragraph of
this Agreement.                                                                 

"SUBSEQUENT DETERMINATION" shall have the meaning set forth in SECTION
5.03(d).                                                                        

     "SUBSEQUENT TRANSACTION" shall mean any transaction entered into after date
hereof whereby VoiceStream or any of its Subsidiaries would (i) acquire or be   
acquired (by merger, consolidation, acquisition of stock or assets or otherwise)
by any corporation, limited liability company, partnership, other business      
organization or assets or division thereof; (ii) acquire an Investment Interest 
in any of the foregoing; (iii) issue any equity interest or incur any           
Indebtedness whether in connection with any item described in (i) or (ii) or    
otherwise; (iv) enter into or engage in a strategic alliance or other commercial
relationship; or (v) act in the ordinary course of business; provided, however, 
in connection with a Subsequent Transaction described in items (i), (ii), (iii) 
or (iv) of this definition for a consideration paid by VoiceStream or any of its
Subsidiaries in an amount greater than $5 billion, 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.                                                        

   "SUBSIDIARY" or "SUBSIDIARY" of a Person shall mean any Person (including
any corporation, partnership, joint venture, limited liability company or other 
entity) in which the Person in question owns, directly or indirectly, an amount 
of the voting securities, other voting ownership or voting partnership interests
which is sufficient to elect at least a majority of such Person's Board of      
Directors or other governing body (or, if there are no such voting interests,   
50% or more of the equity interests) of such Person.                            

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   "SUBSTITUTE OPTIONS" shall have the meaning set forth in SECTION 5.02(b).

  "SUPERIOR PROPOSAL" shall have the meaning set forth in SECTION 5.03(d).

   "SURVIVING CORPORATION" shall have the meaning set forth in SECTION 1.01.

"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 RETURN" shall mean any return, report or similar statement required to
be filed with respect to any Tax including any information return, claim for    
refund, amended return or declaration of estimated tax.                         

    "TERMINATION DATE" shall have the meaning set forth in SECTION 7.01(b)(i).

"TERMINATION FEE" shall have the meaning set forth in SECTION 5.10(b).

"THIRD PARTY" shall have the meaning set forth in SECTION 4.03(d).    

"2000 PLAN" shall have the meaning set forth in SECTION 2.03.         

"VOICESTREAM" shall have the meaning set forth in the introductory    
paragraph of this Agreement.                                                    

 "VOICESTREAM AVERAGE CLOSING PRICE" shall have the meaning set forth in
SECTION 1.06(c).                                                                

"VOICESTREAM CERTIFICATES" shall have the meaning set forth in SECTION
1.07(a).                                                                        

     "VOICESTREAM COMMON STOCK" shall have the meaning set forth in the recitals
of this Agreement.                                                              

 "VOICESTREAM EQUITY RIGHTS" shall have the meaning set forth in SECTION
3.03(a).                                                                        

"VOICESTREAM FCC LICENSES" shall have the meaning set forth in SECTION
3.09.                                                                           

 "VOICESTREAM LETTER" shall mean the letter from VoiceStream to Powertel
dated the date hereof, which letter relates to this Agreement and is designated 
therein as the VoiceStream Letter.                                              

 "VOICESTREAM PERMITS" shall have the meaning set forth in SECTION 3.09.

     "VOICESTREAM PRINCIPAL STOCKHOLDERS" shall mean John W. Stanton; Theresa E.
Gillespie; PN Cellular, 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.; Sonera Corporation; Sonera
Holding B.V.; Hutchison Telecommunications PCS (USA) Limited; Hutchison         
Telecommunications Holdings (USA) Limited and Telephone & Data Systems, Inc.    

"VOICESTREAM REQUIRED APPROVALS" shall have the meaning set forth in  
SECTION 3.05.                                                                   

 "VOICESTREAM SEC DOCUMENTS" shall have the meaning set forth in SECTION
3.06.                                                                           

     "VOICESTREAM STOCKHOLDER AGREEMENT" shall have the meaning set forth in the
recitals of this Agreement.                                                     

"VOICESTREAM STOCKHOLDER APPROVAL" shall have the meaning set forth in
SECTION 3.04.                                                                   

"VOICESTREAM STOCKHOLDERS MEETING" shall have the meaning set forth in
SECTION 5.03(b).                                                                

"VOICESTREAM SUBSIDIARIES" shall have the meaning set forth in SECTION
3.01.                                                                           

"VOICESTREAM VOTING PREFERRED STOCK" shall mean the Convertible Voting
Preferred Stock, $.001 par value per share of VoiceStream.                      

  "WARRANT AGREEMENT" shall have the meaning set forth in SECTION 1.06(d).

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SECTION 8.04  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 8.05  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 5.01, 5.13 and 8.02(b), is not intended to
confer upon any person other than the parties hereto any rights or remedies     
hereunder.                                                                      

SECTION 8.06  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 8.07  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 8.08  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 8.09  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 or any related agreement and to enforce specifically the terms   
and provisions of this Agreement or any related agreement in the Court of       
Chancery of the State of Delaware or the Federal District Court for the District
of Delaware, this being in addition to any other remedy to which they are       
entitled at law or in equity. In addition, each of the parties hereto (a)       
consents to submit itself to the personal jurisdiction of the Court of Chancery 
of the State of Delaware and Federal District Court for the District of Delaware
in the event any dispute arises out of this Agreement or any related agreement  
or any transaction contemplated hereby or thereby, (b) agrees that it will not  
attempt to deny or defeat such personal jurisdiction by motion or other request 
for leave from any such court, (c) agrees that it will not bring any action     
relating to this Agreement or any related agreement or any transaction          
contemplated hereby or thereby in any court other than the Court of Chancery of 
the State of Delaware or the Federal Court for the District of Delaware and (d) 
waives any right to trial by jury with respect to any action related to or      
arising out of this Agreement or related agreement or any transaction           
contemplated hereby or thereby. Neither the payment of fees and expenses        
pursuant to SECTION 5.10, any action seeking damages pursuant to SECTION 7.02,  
nor any action brought pursuant to this SECTION 8.09, shall be interpreted as   
providing an exclusive remedy to any party.                                     

SECTION 8.10  Obligations of Subsidiaries.  Whenever this Agreement   
requires any Powertel or VoiceStream Subsidiary (including Sub) to take any     
action, such requirement shall be deemed to include an undertaking on the part  
of VoiceStream or Powertel, as the case may be, to cause such Subsidiary to take
such action.                                                                    

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SECTION 8.11  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 Powertel Letter, the   
VoiceStream Letter or in any of the documents, certifications or agreements     
delivered in connection therewith, are being relied upon as a material          
inducement to enter into this Agreement and the transactions contemplated       
hereby.                                                                         

  SECTION 8.12  Failure or Indulgence Not Waiver; Remedies Cumulative.  No
failure or delay on the part of any party hereto in the exercise of any right   
hereunder will impair such right or be construed to be a waiver of, or          
acquiescence in, any breach of any representation, warranty or agreement herein,
nor will any single or partial exercise of any such right preclude other or     
further exercise thereof or of any other right. All rights and remedies existing
under this Agreement are cumulative to, and not exclusive to, and not exclusive 
of, any rights or remedies otherwise available.                                 

  SECTION 8.13  Rules of Construction.  The parties hereto agree that they
have been represented by counsel during the negotiation and execution of this   
Agreement and, therefore, waive the application by any law, regulation, holding 
or rule of construction providing that ambiguities in an agreement or other     
document will be construed against the party drafting such agreement or         
document.                                                                       

SECTION 8.14  Date of this Agreement; No Waiver.  The amendment and   
restatement of this Agreement on September 28, 2000 and as of February 8, 2001  
notwithstanding, unless otherwise expressly provided herein, this Agreement     
shall be deemed for all purposes to be dated and made as of August 26, 2000 (the
date of the original Agreement and Plan of Reorganization) and to be effective  
as of such date, and all references herein to "the date hereof", "the date of   
this Agreement" and other similar references, shall be deemed to be references  
to August 26, 2000.                                                             

    The parties' execution and delivery of this Amended and Restated Agreement
shall not constitute a waiver of any rights that any of the parties hereto may  
have by reason of any event, condition, misrepresentation or breach of covenant 
of the original Agreement and Plan of Reorganization having occurred prior to   
the date of execution and delivery of this Amended and Restated Agreement,      
whether or not known to any or all of the parties hereto. No representation or  
warranty of any party in this Agreement shall be affected or limited by reason  
of the knowledge of any other party at any time that such representation or     
warranty is not, or may not be, true and correct.                               

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    IN WITNESS WHEREOF, VoiceStream, Sub and Powertel have caused this amended
and restated Agreement dated the date first written above to be executed as of  
February 8, 2001 by their respective officers thereunto duly authorized.        

                                                        [Enlarge/Download Table]
                                                                                                            
VOICESTREAM WIRELESS                                   POWERTEL, INC.                                       
CORPORATION                                                                                                 

By: /s/ JOHN W. STANTON                                By: /s/ FRED G. ASTOR                                
                                                       -----------------------------------------------------
-----------------------------------------------------      Name:  Fred G. Astor                             
    Name:  John W. Stanton                                 Title:   Executive Vice President and Chief      
    Title:   Chairman and Chief Executive Officer                   Financial Officer                       

VOICESTREAM SUBSIDIARY V                                                        
CORPORATION                                                                     

By: /s/    JOHN W. STANTON                                                      
--------------------------------                                        
Name:  John W. Stanton                                                  
Title:   President                                                      

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                                                                         ANNEX D

                                                       PERSONAL AND CONFIDENTIAL

                                                                   July 23, 2000

Board of Directors                                                              
VoiceStream Wireless Corporation                                                
3650 131st Avenue, S.E.                                                         
Bellevue, WA 98006                                                              

Gentlemen and Madam:                                                            

     You have requested our opinion as to the fairness from a financial point of
view to the holders of the outstanding shares of Common Stock, par value $0.001 
per share (the "Shares"), of VoiceStream Wireless Corporation ("VoiceStream" or 
the "Company") of the Merger Consideration (as defined below) to be received by 
such holders pursuant to the Agreement and Plan of Merger, dated as of July 23, 
2000, between Deutsche Telekom AG ("DT") and the Company (the "Agreement").     
Pursuant to the Agreement, a subsidiary of DT to be formed by DT will be merged 
with and into the Company, and each outstanding Share not owned by DT or the    
Company will be converted into, at the election of the holder of such Share,    
either (i) 3.7647 ordinary shares of DT (the "DT Shares") as more fully set     
forth in the Agreement; (ii) $200 in cash; or (iii) a combination of $30 in cash
and 3.2 DT Shares, in each case subject to certain procedures and limitations   
contained in the Agreement including, without limitation, with respect to the   
cash consideration to a maximum aggregate amount with respect to all Shares and 
to the right of the Company to reduce such maximum aggregate amount as it       
reasonably determines necessary to permit delivery of the requisite tax opinion 
pursuant to the Agreement (collectively, the "Merger Consideration"), as to     
which procedures and limitations we are expressing no opinion. Any stock        
consideration payable pursuant to the Agreement to any holder of Shares will be 
paid in the form of American Depositary Shares, each representing the right to  
receive one DT Share, unless such holder elects to receive DT Shares in lieu of 
such American Depositary Shares. In addition, pursuant to the Agreement, if the 
volume weighted average per share trading prices of DT Shares on the Frankfurt  
Stock Exchange for the seven Frankfurt Stock Exchange trading days randomly     
selected by lot by DT and the Company together from the fifteen consecutive     
Frankfurt Stock Exchange trading days ending on the date prior to the day on    
which an adjustment to the aggregate cash consideration is to be made pursuant  
to the Agreement is less than E33.00 per DT Share, the Company, but not DT, has 
the right to terminate the Agreement. We also understand that the Agreement     
contemplates the Company issuing to DT 3,906,250 shares of Convertible Voting   
Preferred Stock, par value $0.001 per share, for aggregate consideration of     
$5,000,000,000 pursuant to the Subscription Agreement (as defined below) prior  
to the completion of the transaction contemplated by the Agreement.             

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 the Company having provided certain investment banking services to
the Company, its predecessor, VoiceStream Wireless Corporation, a Washington    
Corporation ("VoiceStream Washington"), and its former parent, Western Wireless 
Corporation ("Western"), from time to time, including having acted as lead      
managing underwriter in the initial public offering of 12.65 million shares of  
Western 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 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
Western's financial advisor in connection with the sale of 19.9% of the         
outstanding shares of VoiceStream Washington Common Stock to Hutchison PCS (USA)
Limited in February 1998; having acted as lead manager in the public offering of
13.915 million shares of Western Common Stock in April 1998; having acted as    
financial advisor to VoiceStream in connection with its acquisition of Omnipoint
Corporation ("Omnipoint") in June 1999; having acted as                         
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VoiceStream Wireless Corporation                                                
July 23, 2000                                                                   
Page  2                                                                         

financial advisor to VoiceStream in connection with its acquisition of Aerial   
Communications, Inc. ("Aerial") in September 1999; having acted as co-manager in
the private offering of $1.1 billion aggregate principal amount of 10 3/8%      
senior notes due November 2009 of VoiceStream Washington and the Company and    
$720 million aggregate principal amount of 11 7/8% senior discount notes due    
November 2009 of VoiceStream Washington and the Company in November 1999; and   
having acted as its 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 10,088,128 Shares 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 & Co., is a director of          
VoiceStream. We have also provided, and are currently providing, significant    
investment banking services to DT from time to time, including having acted as a
co-lead manager in the initial public offering of 714 million DT Shares in      
November 1996; having acted as a co-lead manager in the public offering of 250  
million DT Shares in June 1999; having acted as financial advisor to DT in the  
acquisition of One 2 One Ltd. in July 1999; having acted as a co-lead manager in
the initial public offering of 114 million shares of T-Online (a subsidiary of  
DT) Common Stock in April 2000; having acted as a co-lead manager in the public 
offering of 200 million DT Shares in June 2000; having acted as a co-lead       
manager in the public offering of $14.6 billion aggregate principal amount of   
notes (due at various maturity dates) of DT in June 2000, and may provide       
investment banking services to DT in the future. 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 DT for its 
own account and for the accounts of customers. As of July 21, 2000, Goldman,    
Sachs & Co. accumulated a net long position of 1,178,796 DT Shares. As of the   
same date and in addition to the principal investment referred to above,        
Goldman, Sachs & Co. had a net short position of 108,848 Shares.                

    In connection with this opinion, we have reviewed, among other things, the
Agreement; the Stock Subscription Agreement, dated as of July 23, 2000 (the     
"Subscription Agreement"), between the Company and DT; Annual Reports to        
Stockholders and Annual Reports on Form 10-K of the Company (and its            
predecessors) for the four years ended December 31, 1999; the definitive Proxy  
Statement dated January 25, 2000 in connection with the acquisitions of         
Omnipoint and Aerial; the Form 20-F of DT for the three years ended December 31,
1999; certain interim reports to stockholders of DT; certain interim reports to 
stockholders and Quarterly Reports on Form 10-Q of the Company; the Registration
Statement on Form F-3 of DT, including the Prospectus dated June 17, 2000,      
related to DT's offering of 200 million DT Shares; the Registration Statement on
Form F-3 of DT, including the Prospectus Supplement dated June 28, 2000, related
to DT's offering of $14.6 billion aggregate principal amount of notes; certain  
other communications from the Company and DT to their respective stockholders;  
and certain internal financial analyses and forecasts for the Company prepared  
by its management. We also have held discussions with members of the senior     
management of the Company and DT regarding their assessment of the strategic    
rationale for, and the potential benefits of, the transaction 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 Shares and the DT      
Shares, compared certain financial and stock market information for the Company 
and DT 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 telecommunications 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 discussed with or reviewed by us and have assumed such    
accuracy and completeness for purposes of rendering this opinion. As you are    
aware, DT did not make available to us its projections of expected future       
financial performance. Accordingly, our review of such matters was limited to   
discussions with                                                                
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VoiceStream Wireless Corporation                                                
July 23, 2000                                                                   
Page  3                                                                         

members of the senior management of DT regarding certain research analyst       
estimates of future financial performance of DT. In addition, we have not made  
an independent evaluation or appraisal of the assets and liabilities of the     
Company or DT or any of their subsidiaries and we have not been furnished with  
any such evaluation or appraisal. We have also 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 the Company or DT or 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 the Company in connection with its consideration of the   
transaction contemplated by the Agreement and such opinion does not constitute a
recommendation as to how any holder of Shares should vote, or which election to 
take, with respect to the Merger Consideration.                                 

   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 in aggregate to be received by the holders of Shares is fair from 
a financial point of view to the holders of Shares.                             

                     Very truly yours,

                            /s/ Goldman, Sachs & Co.
                          (GOLDMAN, SACHS & CO.)

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                                                                         ANNEX E

                                                       PERSONAL AND CONFIDENTIAL

                                                                 August 26, 2000

Board of Directors                                                              
VoiceStream Wireless Corporation                                                
3650 131st Avenue, S.E.                                                         
Bellevue, WA 98006                                                              

Gentlemen and Madam:                                                            

     You have requested our opinion as to the fairness from a financial point of
view to VoiceStream Wireless Corporation ("VoiceStream" or the "Company") of the
Conversion Number (as defined below) pursuant to the Agreement and Plan of      
Reorganization, dated as of August 26, 2000, between Powertel, Inc. ("Powertel")
and the Company (the "VoiceStream Powertel Agreement"). Pursuant to the         
VoiceStream Powertel Agreement, a subsidiary of VoiceStream to be formed by     
VoiceStream will be merged (the "VoiceStream Powertel Merger") with and into    
Powertel. We understand that VoiceStream has also entered into an Agreement and 
Plan of Merger, dated as of July 23, 2000, between Deutsche Telekom AG ("DT")   
and the Company (the "DT VoiceStream Agreement") pursuant to which a subsidiary 
of DT to be formed by DT will be merged (the "DT VoiceStream Merger") with and  
into the Company. We understand that DT has also entered into an Agreement and  
Plan of Merger, dated as of August 26, 2000, between DT and Powertel (the "DT   
Powertel Agreement") pursuant to which a subsidiary of DT to be formed by DT    
will be merged (the "DT Powertel Merger") with and into Powertel. We understand 
that pursuant to the terms of the VoiceStream Powertel Agreement, the           
VoiceStream Powertel Agreement will automatically terminate concurrently with   
the closing of the DT VoiceStream Merger (in which event the VoiceStream        
Powertel Merger will not occur). We are not expressing any opinion herein with  
respect to the DT Powertel Agreement, the DT Powertel Merger, the DT VoiceStream
Agreement or the DT VoiceStream Merger.                                         

  Pursuant to the VoiceStream Powertel Agreement, upon consummation of the
VoiceStream Powertel Merger, each issued and outstanding share of Common Stock, 
par value $0.01 per share (the "Powertel Common Stock"), of Powertel shall be   
converted into a number of shares of Common Stock, par value $0.001 per share   
(the "VoiceStream Common Stock"), of VoiceStream (the "Conversion Number") equal
to (i) 0.75 if the VoiceStream Average Closing Price (as defined below) is      
$113.33 or below; (ii) 0.65 if the VoiceStream Average Closing Price is $130.77 
or above; and (iii) if the VoiceStream Average Closing Price is greater than    
$113.33 and less than $130.77, the quotient determined by dividing $85.00 by the
VoiceStream Average Closing Price, in each case subject to reduction in the     
event that the aggregate number of outstanding shares of Powertel Common Stock  
and securities convertible into or exchangeable for shares of Powertel Common   
Stock as calculated pursuant to the VoiceStream Powertel Agreement exceeds the  
number specified in the VoiceStream Powertel Agreement. Pursuant to the         
VoiceStream Powertel Agreement, the "VoiceStream Average Closing Price" means   
the volume weighted average closing price (based on the Nasdaq National Market  
System ("Nasdaq") composite volume published by the Wall Street Journal) of the 
VoiceStream Common Stock as publicly reported for Nasdaq as of 4:00 p.m. Eastern
Time for ten trading days randomly selected by lot out of the last twenty       
trading days ending five trading days prior to the closing date of the          
VoiceStream Powertel Merger. Also pursuant to the VoiceStream Powertel          
Agreement, upon consummation of the VoiceStream Powertel Merger, each share of  
Preferred Stock, par value $0.01 per share (the "Powertel Preferred Stock"), of 
Powertel, whether or not such share is convertible by its terms as of the       
effective time of the VoiceStream Powertel Merger, shall be converted into a    
number of shares of VoiceStream Common Stock determined by multiplying (A) the  
Conversion Number by (B) the sum of (1) the number of shares of Powertel Common 
Stock into which such share of Powertel Preferred Stock would have been         
converted as of the effective time of the VoiceStream Powertel Merger, if such  
shares were then convertible and had been converted, plus                       

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VoiceStream Wireless Corporation                                                
August 26, 2000                                                                 
Page  2                                                                         

(2) with respect to any share of Series E 6.5% Cumulative Convertible Preferred 
Stock of Powertel or any share of Series F 6.5% Cumulative Convertible Preferred
Stock of Powertel, the number of shares of Powertel Common Stock that represent 
accrued or declared but unpaid dividends on any such share calculated as if the 
closing date of the VoiceStream Powertel Merger were a dividend payment date.   

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 the Company having provided certain investment banking services to
the Company, its predecessor, VoiceStream Wireless Corporation, a Washington    
corporation ("VoiceStream Washington"), and its former parent, Western Wireless 
Corporation ("Western"), from time to time, including having acted as lead      
managing underwriter in the initial public offering of 12.65 million shares of  
Western 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 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
Western's financial advisor in connection with the sale of 19.9% of the         
outstanding shares of VoiceStream Washington Common Stock to Hutchison PCS (USA)
Limited in February 1998; having acted as lead manager in the public offering of
13.915 million shares of Western Common Stock in April 1998; having acted as    
financial advisor to VoiceStream in connection with its acquisition of Omnipoint
Corporation ("Omnipoint") in June 1999; having acted as financial advisor to    
VoiceStream in connection with its acquisition of Aerial Communications, Inc.   
("Aerial") in September 1999; having acted as co-manager in the private offering
of $1.1 billion aggregate principal amount of 10 3/8% senior notes due November 
2009 of VoiceStream Washington and the Company and $720 million aggregate       
principal amount of 11 7/8% senior discount notes due November 2009 of          
VoiceStream Washington and the Company in November 1999; having acted as        
VoiceStream's financial advisor in connection with, and having participated in  
certain of the negotiations leading to, the DT Voicestream Agreement; and having
acted as its financial advisor in connection with, and having participated in   
certain of the negotiations leading to, the Voicestream Powertel Agreement.     
Investment funds affiliated with Goldman, Sachs & Co. have a principal          
investment in VoiceStream in the amount of 10,088,128 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 & Co., is a director of VoiceStream. We have also provided       
investment banking services in transactions involving Powertel from time to     
time, including, through an affiliate, having purchased from Ericsson Inc.      
("Ericsson"), in December 1997, $165 million aggregate principal amount of a    
tranche of the loan made by Ericsson to Powertel (the "Ericsson Facility") and, 
in June 1998, an additional $100 million aggregate principal amount of a tranche
of the Ericsson Facility, both tranches of which were subsequently syndicated to
other financial institutions. From time to time we have been a lender under the 
Ericsson Facility and in that context, have been party to agreements with       
respect to the Ericsson Facility. 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 Powertel for its
own account and for the accounts of customers. As of the date hereof, Goldman,  
Sachs & Co. accumulated a net long position of 308 shares of Powertel Common    
Stock. As of the same date and in addition to the principal investment referred 
to above, Goldman, Sachs & Co. had a net short position of 180,716 shares of    
VoiceStream Common Stock.                                                       

    In connection with this opinion, we have reviewed, among other things, the
VoiceStream Powertel Agreement; the DT Powertel Agreement and the DT VoiceStream
Agreement; Annual Reports to Stockholders and Annual Reports on Form 10-K of the
Company (and its predecessors) and Powertel for the four years ended December   
31, 1999; the Joint Proxy Statement dated January 25, 2000 in connection        
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VoiceStream Wireless Corporation                                                
August 26, 2000                                                                 
Page  3                                                                         

with the acquisitions of Omnipoint and Aerial; certain interim reports to       
stockholders and Quarterly Reports on Form 10-Q of the Company and Powertel;    
certain other communications from the Company and Powertel to their respective  
stockholders; certain internal financial analyses and forecasts for Powertel    
prepared by management of Powertel; certain internal financial analyses and     
forecasts for the Company prepared by the Company's management; and certain     
financial analyses and forecasts for Powertel prepared by the Company's         
management (the "Powertel Forecasts"). We also have held discussions with       
members of the senior management of the Company and Powertel regarding their    
assessment of the strategic rationale for, and the potential benefits of, the   
transaction contemplated by the VoiceStream Powertel 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 Powertel Common Stock,    
compared certain financial and stock market information for the Company and     
Powertel 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 telecommunications 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 discussed with or reviewed by us and have assumed such    
accuracy and completeness for purposes of rendering this opinion. In that       
regard, we have assumed with your consent that the Powertel Forecasts have been 
reasonably prepared on a basis reflecting the best currently available estimates
and judgments of the Company, and that the Powertel Forecasts will be realized  
in the amounts and time periods contemplated thereby. In addition, we have not  
made an independent evaluation or appraisal of the assets and liabilities of the
Company or Powertel or any of their subsidiaries and we have not been furnished 
with any such evaluation or appraisal. We have also assumed that all material   
governmental, regulatory or other consents and approvals necessary for the      
consummation of the transaction contemplated by the VoiceStream Powertel        
Agreement will be obtained without any adverse effect on the Company or Powertel
or the contemplated benefits of the transactions contemplated by the VoiceStream
Powertel Agreement. Our advisory services and the opinion expressed herein are  
provided for the information and assistance of the Board of Directors of the    
Company in connection with its consideration of the transaction contemplated by 
the VoiceStream Powertel Agreement and such opinion does not constitute a       
recommendation as to how any holder of VoiceStream Common Stock should vote with
respect to such transaction.                                                    

   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       
Conversion Number is fair from a financial point of view to VoiceStream.        

                     Very truly yours,

                            /s/ GOLDMAN, SACHS & CO.
                          (GOLDMAN, SACHS & CO.)

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                                                                         ANNEX F

OPINION OF MORGAN STANLEY DEAN WITTER 
VOICESTREAM/POWERTEL MERGER 

                                                                 August 26, 2000

Board of Directors                                                              
Powertel, Inc.                                                                  
1239 O.G. Skinner Drive                                                         
West Point, Georgia 31833                                                       

Members of the Board:                                                           

 We understand Powertel, Inc. ("Powertel" or the "Company") and Deutsche
Telekom AG ("DT") propose to enter into an Agreement and Plan of Merger,        
substantially in the form of the execution draft dated August 26, 2000 (the     
"Merger Agreement"), which provides, among other things, for the merger (the    
"Merger") of a corporation to be formed as a wholly-owned subsidiary of DT with 
and into Powertel. Pursuant to the Merger, Powertel will become a wholly-owned  
subsidiary of DT and each outstanding share of common stock, par value $0.01 per
share, of Powertel (the "Powertel Common Stock"), other than shares owned by DT 
or Powertel, shall be converted into the right to receive 2.6353 ordinary shares
of DT (the "DT Common Stock"), subject to adjustment in certain circumstances.  
In addition, each share of Preferred Stock, par value $0.01 per share, of       
Powertel (the "Powertel Preferred Stock") shall be converted directly into the  
right to receive DT Common Stock pursuant to the ratios set forth in the Merger 
Agreement, subject to adjustment in certain circumstances. The terms and        
conditions of the Merger are more fully set forth in the Merger Agreement.      

As you know, VoiceStream Wireless Corporation ("VoiceStream") and DT  
entered into an Agreement and Plan of Merger, dated as of July 23, 2000 (the    
"VoiceStream Merger Agreement"), providing for the acquisition of VoiceStream by
DT (the "VoiceStream Merger"). We also understand that VoiceStream and Powertel 
are entering into a separate merger agreement substantially in the form of the  
execution draft dated August 26, 2000 (the "Alternative Merger Agreement"),     
which provides for, among other things, the merger (the "Alternative Merger") of
a wholly owned subsidiary ("Alternative Sub") of VoiceStream with and into      
Powertel in the event the VoiceStream Merger Agreement is terminated and the    
VoiceStream Merger is not consummated. Pursuant to the Alternative Merger       
Agreement, each outstanding share of Powertel Common Stock, other than shares   
owned by Powertel or any subsidiary of Powertel or by VoiceStream, Alternative  
Sub or any other subsidiary of VoiceStream, shall be converted into the right to
receive a certain number of shares of common stock, $0.001 par value, of        
VoiceStream (the "VoiceStream Common Stock"), determined pursuant to the        
formula(s) set forth in the Alternative Merger Agreement. In addition, each     
share of Powertel Preferred Stock shall be converted directly into the right to 
receive shares of VoiceStream Common Stock in accordance with the formula(s) set
forth in the Alternative Merger Agreement. The terms and conditions of the      
Alternative Merger are more fully set forth in the Alternative Merger Agreement.
For the purposes of our opinion, we have assumed that each share of the Powertel
Preferred Stock has been converted into Powertel Common Stock immediately prior 
to the consummation of the Merger or Alternative Merger. Our opinion does not   
extend to the conversion terms of the Powertel Preferred Stock into Powertel    
Common Stock.                                                                   

  You have asked for our opinion as to whether (i) the consideration to be
received by the holders of shares of Powertel Common Stock and Powertel         
Preferred Stock pursuant to the Merger Agreement is fair from a financial point 
of view to holders of shares of the Powertel Common Stock and Powertel Preferred
Stock and (ii) in the event the VoiceStream Merger is not consummated, the      
consideration to be received by the holders of shares of the Powertel Common    
Stock and Powertel Preferred Stock pursuant to the Alternative Merger Agreement 
is fair from a financial point of view to holders of shares of the Powertel     
Common Stock and Powertel Preferred Stock.                                      
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For purposes of the opinion set forth herein, we have:                

          (i) reviewed certain publicly available financial statements and other
information of Powertel, DT and VoiceStream;                          

 (ii) reviewed certain internal financial statements and other
financial and operating data concerning Powertel, DT and VoiceStream  
     prepared by the managements of Powertel, DT, and VoiceStream, respectively;

(iii) analyzed certain financial projections prepared by the
management of Powertel;                                               

      (iv) analyzed certain financial projections for DT and VoiceStream
contained in certain securities analysts' research reports that were  
recommended for review by the managements of DT and VoiceStream,      
respectively;                                                         

         (v) discussed the past and current operations and financial condition
  and the prospects of Powertel, including information relating to certain
    strategic, financial and operational benefits anticipated from each of the
Merger and the Alternative Merger, with senior executives of Powertel;

          (vi) discussed the past and current operations and financial condition
and the prospects of DT, including information relating to certain    
   strategic, financial and operational benefits anticipated from the Merger
with senior executives of DT;                                         

 (vii) discussed the past and current operations and financial
    condition and the prospects of VoiceStream, including information relating
   to certain strategic, financial and operational benefits anticipated from
the Alternative Merger with senior executives of VoiceStream;         

  (viii) discussed the past and current operations and financial
  condition and the prospects of DT and VoiceStream, including information
relating to certain strategic, financial and operational benefits     
   anticipated from the VoiceStream Merger, with senior executives of DT and
VoiceStream;                                                          

  (ix) reviewed the reported prices and trading activity for the
     Powertel Common Stock, the DT American Depositary Shares, each representing
    one right to receive one share of DT Common Stock (the "DT ADS's") and the
VoiceStream Common Stock;                                             

          (x) compared the financial performance of Powertel, DT and VoiceStream
  and the prices and trading activity of the Powertel Common Stock, the DT
ADS's and the VoiceStream Common Stock with those of certain other    
publicly-traded companies comparable with Powertel, DT and VoiceStream
respectively and their securities;                                    

        (xi) reviewed the financial terms, to the extent publicly available,
of certain comparable acquisition transactions;                       

(xii) participated in discussions and negotiations among    
 representatives of Powertel, DT and VoiceStream and their financial and
legal advisors;                                                       

    (xiii) reviewed the terms, including the financial terms, of the
Merger Agreement, the Alternative Merger Agreement and the VoiceStream
Merger Agreement and certain related documents; and                   

         (xiv) performed such other analyses and considered such other factors
as we have deemed appropriate.                                        

We have assumed and relied upon without independent verification the  
accuracy and completeness of the information reviewed by us for the purposes of 
this opinion. With respect to the financial projections, including information  
relating to certain strategic, financial and operational benefits anticipated   
from each of the Merger, the Alternative Merger and the VoiceStream Merger, we  
have assumed they have been reasonably prepared on bases reflecting the best    
currently available estimates and judgments of the future financial performance 
of Powertel, DT, and VoiceStream. For the purposes of our analysis, we have     
relied with your consent on the estimates of certain securities analysts'       
research reports that were recommended                                          

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for review by the managements of DT and VoiceStream. Morgan Stanley & Co.       
Incorporated has also assumed that the Alternative Merger will be consummated   
only if the VoiceStream Merger is not consummated. In addition, we have assumed 
the Merger will be consummated in accordance with the terms set forth in the    
Merger Agreement, including that the Merger will be treated as a tax-free merger
and/or exchange pursuant to the Internal Revenue Code of 1986 (the "Code"), and 
we have assumed that in the event the VoiceStream Merger is not consummated, the
Alternative Merger will be consummated in accordance with the terms set forth in
the Alternative Merger Agreement, including that the Alternative Merger will be 
treated as a tax-free merger and/or exchange pursuant to the Code. Morgan       
Stanley & Co. Incorporated has assumed that obtaining all necessary regulatory  
approvals for the Merger or Alternative Merger will not have a material adverse 
effect on Powertel, VoiceStream or DT or the financial, strategic and           
operational benefits anticipated from the Merger or Alternative Merger. We have 
not made any independent valuation or appraisal of the assets or liabilities of 
Powertel, DT, or VoiceStream, nor have we been furnished with any such          
appraisals. Our opinion is necessarily based on financial, economic, market and 
other conditions as in effect on, and the information made available to us as   
of, the date hereof.                                                            

     We have acted as financial advisor to the Board of Directors of Powertel in
connection with these related transactions and will receive a fee for our       
services. In the past, Morgan Stanley & Co. Incorporated and its affiliates have
provided financial advisory services and financing services for Powertel and DT 
and have received fees for the rendering of these services.                     

It is understood this letter is for the information of the Board of   
Directors of Powertel and may not be used for any other purpose without our     
prior written consent, which consent will not be unreasonably withheld, except  
this opinion may be included in its entirety in any filing made by Powertel in  
respect of the Merger or Alternative Merger with the Securities and Exchange    
Commission. In addition, this opinion does not in any manner address the prices 
at which the Powertel Common Stock, the DT Common Stock or the VoiceStream      
Common Stock will trade following the consummation of the Merger or Alternative 
Merger, and Morgan Stanley & Co. Incorporated expresses no opinion or           
recommendation as to how the holders of the Powertel Common Stock, holders of   
the DT Common Stock or holders of the VoiceStream Common Stock should vote at   
the shareholders' meetings held in connection with the Merger or Alternative    
Merger. In addition, we express no opinion as to the relative values of the     
consideration to be received by holders of shares of Powertel Common Stock and  
Powertel Preferred Stock pursuant to the Merger Agreement and the consideration 
to be received by holders of shares of the Powertel Common Stock and Powertel   
Preferred Stock pursuant to the Alternative Merger Agreement.                   

  Based on and subject to the foregoing, we are of the opinion on the date
hereof that (i) the consideration to be received by holders of shares of        
Powertel Common Stock and Powertel Preferred Stock pursuant to the Merger       
Agreement is fair from a financial point of view to holders of shares of the    
Powertel Common Stock and Powertel Preferred Stock and (ii) in the event the    
VoiceStream Merger is not consummated, the consideration to be received by the  
holders of shares of the Powertel Common Stock and Powertel Preferred Stock     
pursuant to the Alternative Merger Agreement is fair from a financial point of  
view to holders of shares of the Powertel Common Stock and Powertel Preferred   
Stock.                                                                          

                     Very truly yours,

                                     MORGAN STANLEY & CO. INCORPORATED

                            By: /s/ SCOTT W. MATLOCK
                                            ------------------------------------
                            Scott W. Matlock
                             Managing Director

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                                                                         ANNEX G

SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE 

SEC. 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 sec. 228 of
this title shall be entitled to an appraisal by the Court of Chancery of the    
fair value of the stockholder's 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 sec. 251 (other than a merger effected pursuant to sec.    
251(g) of this title), sec. 252, sec. 254, sec. 257, sec. 258, sec. 263 or sec. 
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 subsections (f) of sec. 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 secs.
     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 sec. 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 subsection (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 sec. 228
    or sec. 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 such notice, demand in writing from the surviving or resulting     
corporation the appraisal of such holder'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 holder's 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 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                              
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   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 preceding 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 be 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.                                                               

    (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              
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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 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 consolidation shall have the status of authorized and 
unissued shares of the surviving or resulting corporation.                      

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                        

 Pursuant to the Delaware General Corporation Law, a corporation may not
indemnify any director, officer, employee or agent made or threatened to be made
a party to any threatened, pending, or completed proceeding unless such person  
acted in good faith and in a manner such person reasonably believed to be in or 
not opposed to the best interests of the corporation, and, with respect to any  
criminal proceedings, had no reasonable cause to believe that his or her conduct
was unlawful. The Delaware General Corporation Law also establishes several     
mandatory rules for indemnification.                                            

In the case of a proceeding by or in the right of the corporation to  
procure a judgment in its favor (e.g., a stockholder derivative suit), a        
corporation may indemnify an officer, director, employee or agent if such person
acted in good faith and in a manner such person reasonably believed to be in or 
not opposed to the best interests of the corporation; provided, however, that no
person adjudged to be liable to the corporation may be indemnified unless, and  
only to the extent that, the Delaware Court of Chancery or the court in which   
such action or suit was brought determines upon application that, despite the   
adjudication of liability, in view of all the circumstances of the case, such   
person is fairly and reasonably entitled to indemnity for such expenses which   
such court deems proper. A director, officer, employee or agent who is          
successful, on the merits or otherwise, in defense of any proceeding subject to 
the Delaware General Corporation Law's indemnification provisions must be       
indemnified by the corporation for reasonable expenses incurred therein,        
including attorneys' fees.                                                      

     VoiceStream's bylaws provide for mandatory indemnification of VoiceStream's
officers and directors and certain other persons to the fullest extent          
permissible under Delaware law. In addition, VoiceStream has entered into an    
indemnification agreement with each of its executive officers and directors.    
Pursuant to this indemnification agreement, VoiceStream 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.         

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                           

   (a) The following Exhibits are filed herewith unless otherwise indicated:

                                                                [Download Table]

EXHIBIT                                                              
NUMBER                           DESCRIPTION                         
-------                          -----------                         
                                                                     
  2.1    Agreement and Plan of Merger, dated as of July 23, 2000, as 
         amended and restated on February 8, 2001, among Deutsche    
         Telekom AG, VoiceStream Wireless Corporation and a Delaware 
         corporation formed by Deutsche Telekom AG (included as Annex
         A to the proxy statement/prospectus which is part of this   
         Registration Statement). Schedules and certain other        
         attachments to this Exhibit have not been filed; upon       
         request, VoiceStream will furnish supplementally to the     
         Securities and Exchange Commission a copy of any omitted    
         schedule or attachment.                                     
  2.2    Agreement and Plan of Merger, dated as of August 26, 2000,  
         as amended and restated on February 8, 2001, among Deutsche 
         Telekom AG, Powertel, Inc. and a Delaware corporation formed
         by Deutsche Telekom AG (included as Annex B to the proxy    
         statement/prospectus which is part of this Registration     
         Statement). Schedules and certain other attachments to this 
         Exhibit have not been filed; upon request, VoiceStream will 
         request Deutsche Telekom and Powertel to furnish            
         supplementally to the Securities and Exchange Commission a  
         copy of any omitted schedule or attachment.                 

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EXHIBIT                                                              
NUMBER                           DESCRIPTION                         
-------                          -----------                         
                                                                     
  2.3    Agreement and Plan of Reorganization, dated as of August 26,
         2000, as amended and restated on February 8, 2001, among    
         VoiceStream Wireless Corporation, Powertel, Inc. and a      
         wholly-owned subsidiary of VoiceStream Wireless Corporation 
         (included as Annex C to the proxy statement/ prospectus     
         which is part of this Registration Statement). Schedules and
         certain other attachments to this Exhibit have not been     
         filed; upon request, VoiceStream will furnish supplementally
         to the Securities and Exchange Commission a copy of any     
         omitted schedule or attachment.                             
  4.1    Amended and Restated Certificate of Incorporation of        
         VoiceStream Wireless Corporation (incorporated herein by    
         reference to Annex H of VoiceStream Wireless Holding        
         Corporation's Registration Statement on Amendment No. 4 to  
         Form S-4 (File No. 333-89735), filed with the Securities and
         Exchange Commission on January 24, 2000).                   
  4.2    Amended and Restated Bylaws of VoiceStream Wireless         
         Corporation (incorporated herein by reference to Exhibit 3.1
         to VoiceStream Wireless Corporation's Current Report on Form
         8-K (File No. 000-29667), dated October 11, 2000).          
  5      Opinion of Preston Gates & Ellis LLP as to the validity of  
         the securities being registered.                            
  8.1    Opinion of Wachtell, Lipton, Rosen & Katz regarding certain 
         tax matters.                                                
  8.2    Opinion of Jones, Day, Reavis & Pogue regarding certain tax 
         matters.                                                    
  8.3    Opinion of Cleary, Gottlieb, Steen & Hamilton regarding     
         certain tax matters.                                        
  8.4    Opinion of Morris, Manning & Martin, LLP regarding certain  
         tax matters.                                                
  8.5    Opinion of Preston Gates & Ellis LLP regarding certain tax  
         matters.                                                    
 10.1    Stock Subscription Agreement, dated as of July 23, 2000,    
         between Deutsche Telekom AG and VoiceStream Wireless        
         Corporation (incorporated herein by reference to Exhibit    
         99.1 to VoiceStream Wireless Corporation's Current Report on
         Form 8-K (File No. 000-29667), dated July 28, 2000). Certain
         attachments to this Exhibit have not been filed; upon       
         request, VoiceStream Wireless Corporation will furnish      
         supplementally a copy of any omitted attachment.            
 10.2    Certificate of Designation for the VoiceStream Convertible  
         Voting Preferred Stock (incorporated herein by reference to 
         Exhibit 4.1 to VoiceStream Wireless Corporation's Current   
         Report on Form 8-K (File No. 000-29667), dated October 11,  
         2000).                                                      
 10.3    Investor Agreement between Deutsche Telekom AG and          
         VoiceStream Wireless Corporation, dated as of July 23, 2000 
         (incorporated herein by reference to Exhibit 99.2 to        
         VoiceStream Wireless Corporation's Current Report on Form   
         8-K (File No. 000-29667), dated July 28, 2000). An annex to 
         this Exhibit has not been filed; upon request, VoiceStream  
         Wireless Corporation will furnish supplementally to the     
         Securities and Exchange Commission a copy of the omitted    
         annex.                                                      
 10.4    First Amended and Restated Voting Agreement among           
         VoiceStream Wireless Corporation and the stockholders       
         parties thereto, dated as of July 23, 2000 (incorporated    
         herein by reference to Exhibit 10.1 to VoiceStream Wireless 
         Corporation's Current Report on Form 8-K (File No.          
         000-29667), dated July 28, 2000).                           
 10.5    Stockholder Agreement between Telephone & Data Systems, Inc.
         and Deutsche Telekom AG, dated as of July 23, 2000, together
         with the Side Letter Agreement between Telephone & Data     
         Systems, Inc. and Deutsche Telekom AG, dated as of July 23, 
         2000 (incorporated herein by reference to Exhibit 6 to      
         Deutsche Telekom AG's Schedule 13D filed on August 2, 2000).
 10.6    Letter Agreement between Telephone & Data Systems, Inc. and 
         Deutsche Telekom AG, dated September 19, 2000 (incorporated 
         herein by reference to Exhibit 24 to Deutsche Telekom AG's  
         Amendment No. 2 to Schedule 13D filed on October 5, 2000).  
 10.7    Stockholder Agreement among Hutchison Telecommunications PCS
         (USA) Limited, Hutchison Telecommunications Holdings (USA)  
         Limited and Deutsche Telekom AG, dated as of July 23, 2000  
         (incorporated herein by reference to Exhibit 7 to Deutsche  
         Telekom AG's Schedule 13D filed on August 2, 2000).         

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EXHIBIT                                                              
NUMBER                           DESCRIPTION                         
-------                          -----------                         
                                                                     
 10.8    Stockholder Agreement among Sonera Corporation, Sonera      
         Holding B.V. and Deutsche Telekom AG, dated as of July 23,  
         2000 (incorporated herein by reference to Exhibit 8 to      
         Deutsche Telekom AG's Schedule 13D filed on August 2, 2000).
 10.9    Stockholder Agreement among John W. Stanton, Theresa E.     
         Gillespie, Stanton Family Trust, PN Cellular, Inc., Stanton 
         Communications Corporation and Deutsche Telekom AG, dated as
         of July 23, 2000 (incorporated herein by reference to       
         Exhibit 9 to Deutsche Telekom AG's Schedule 13D filed on    
         August 2, 2000).                                            
 10.10   Stockholder Agreement among GS Capital Partners, L.P., The  
         Goldman Sachs Group, Inc., Bridge Street Fund 1992, L.P.,   
         Stone Street Fund 1992, L.P. and Deutsche Telekom AG, dated 
         as of July 23, 2000 (incorporated herein by reference to    
         Exhibit 10 to Deutsche Telekom AG's Schedule 13D filed on   
         August 2, 2000).                                            
 10.11   Letter Agreement between Deutsche Telekom AG and Allen &    
         Company Incorporated, dated as of July 23, 2000             
         (incorporated herein by reference to Exhibit 11 to Deutsche 
         Telekom AG's Schedule 13D filed on August 2, 2000).         
 10.12   Letter Agreement between Deutsche Telekom AG and Richard    
         Fields, dated as of July 23, 2000 (incorporated herein by   
         reference to Exhibit 12 to Deutsche Telekom AG's Schedule   
         13D filed on August 2, 2000).                               
 10.13   Stockholder Agreement between Allen & Company Incorporated  
         and Deutsche Telekom AG, dated as of August 25, 2000        
         (incorporated herein by reference to Exhibit 19 to Deutsche 
         Telekom AG's Amendment No. 1 to Schedule 13D filed on       
         September 8, 2000).                                         
 10.14   Stockholder Agreement between Douglas Smith and Deutsche    
         Telekom AG, dated as of August 16, 2000 (incorporated herein
         by reference to Exhibit 20 to Deutsche Telekom AG's         
         Amendment No. 1 to Schedule 13D filed on September 8, 2000).
 10.15   Agreement among Cook Inlet GSM, Inc., Cook Inlet            
         Telecommunications, Inc., Deutsche Telekom AG, and          
         VoiceStream Wireless Corporation, dated as of July 23, 2000,
         and Exhibit A (Form of Voting and Lock-up Agreement) thereto
         (incorporated herein by reference from Exhibit 10.2 to      
         VoiceStream Wireless Corporation's Current Report on Form   
         8-K (File No. 000-29667), dated July 28, 2000).             
 10.16   Agreement among Providence Media Partners L.P., Providence  
         Equity Partners III, L.P., Providence Equity Operation      
         Partners III, L.P., Deutsche Telekom AG and VoiceStream     
         Wireless Corporation, dated as of July 23, 2000, and Exhibit
         A (Form of Voting and Lock-up Agreement) thereto            
         (incorporated herein by reference to Exhibit 10.3 to        
         VoiceStream Wireless Corporation's Current Report on Form   
         8-K (File No. 000-29667), dated July 28, 2000).             
 10.17   Exchange Rights Acquisition and Grant Agreement among       
         VoiceStream PCS BTA I Corporation, VoiceStream Wireless     
         Corporation, Western Wireless Corporation and Providence    
         Media Partners L.P., dated as of July 23, 2000 (incorporated
         herein by reference to Exhibit 10.4 to VoiceStream Wireless 
         Corporation's Current Report on Form 8-K (File No.          
         000-29667), dated July 28, 2000).                           
 10.18   Exchange Rights Agreement between VoiceStream Wireless      
         Corporation, Providence Equity Partners III, L.P., and      
         Providence Equity Operation Partners III, L.P., dated as of 
         July 23, 2000 (incorporated herein by reference to Exhibit  
         10.5 to VoiceStream Wireless Corporation's Current Report on
         Form 8-K (File No. 000-29667), dated July 28, 2000).        
 10.19   Stockholder Agreement between Deutsche Telekom AG and       
         Madison Dearborn Capital Partners, LP, dated as of September
         18, 2000 (incorporated herein by reference to Exhibit 23 to 
         Deutsche Telekom AG's Amendment No. 2 to Schedule 13D filed 
         on October 5, 2000).                                        

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EXHIBIT                                                              
NUMBER                           DESCRIPTION                         
-------                          -----------                         
                                                                     
 10.20   Stockholder Agreement among Deutsche Telekom AG, Donald W.  
         Burton, The Burton Partnership L.P., The Burton Partnership 
         (QP), L.P., South Atlantic Venture Fund II, L.P., South     
         Atlantic Venture Fund III, L.P., South Atlantic Private     
         Equity Fund IV, L.P. and South Atlantic Private Equity Fund 
         IV (QP), L.P., dated as of August 26, 2000 (incorporated    
         herein by reference to Exhibit 2 to Deutsche Telekom AG's   
         Schedule 13D filed on September 5, 2000).                   
 10.21   Stockholder Agreement between Deutsche Telekom AG and       
         American Water Works Company, dated as of August 26, 2000   
         (incorporated herein by reference to Exhibit 3 to Deutsche  
         Telekom AG's Schedule 13D filed on September 5, 2000).      
 10.22   Stockholder Agreement between Deutsche Telekom AG and SCANA 
         Communications Holdings, Inc., dated as of August 26, 2000  
         (incorporated herein by reference to Exhibit 4 to Deutsche  
         Telekom AG's Schedule 13D filed on September 5, 2000).      
 10.23   Stockholder Agreement among Deutsche Telekom AG, ITC Holding
         Company, Inc., ITC Service Company and ITC Wireless Inc.,   
         dated as of August 26, 2000 (incorporated herein by         
         reference to Exhibit 5 to Deutsche Telekom AG's Schedule 13D
         filed on September 5, 2000).                                
 10.24   Stockholder Agreement among Deutsche Telekom AG, Sonera     
         Corporation and Sonera Holding B.V., dated as of August 26, 
         2000 (incorporated herein by reference to Exhibit 6 to      
         Deutsche Telekom AG's Schedule 13D filed on September 5,    
         2000).                                                      
 10.25   Agreement between Eliska Wireless Investors I, L.P. and     
         Deutsche Telekom AG, dated as of August 26, 2000            
         (incorporated herein by reference to Exhibit 7 to Deutsche  
         Telekom AG's Schedule 13D filed on September 5, 2000).      
 10.26   Stockholder Agreement among VoiceStream Wireless            
         Corporation, Donald W. Burton, The Burton Partnership, L.P.,
         The Burton Partnership (QP), L.P., South Atlantic Venture   
         Fund II, L.P., South Atlantic Venture Fund III, L.P., South 
         Atlantic Private Equity Fund IV, L.P. and South Atlantic    
         Private Equity Fund IV (QP), L.P., dated as of August 26,   
         2000 (incorporated herein by reference to Exhibit 2 to      
         VoiceStream Wireless Corporation's Schedule 13D filed on    
         October 10, 2000).                                          
 10.27   Stockholder Agreement between VoiceStream Wireless          
         Corporation and The American Water Works Company, dated as  
         of August 26, 2000 (incorporated herein by reference to     
         Exhibit 3 to VoiceStream Wireless Corporation's Schedule 13D
         filed on October 10, 2000).                                 
 10.28   Stockholder Agreement between VoiceStream Wireless          
         Corporation and SCANA Communications Holdings, Inc., dated  
         as of August 26, 2000 (incorporated herein by reference to  
         Exhibit 4 to VoiceStream Wireless Corporation's Schedule 13D
         filed on October 10, 2000).                                 
 10.29   Stockholder Agreement among VoiceStream Wireless            
         Corporation, ITC Holding Company, Inc., ITC Wireless Inc.   
         and ITC Service Company, dated as of August 26, 2000        
         (incorporated herein by reference to Exhibit 5 to           
         VoiceStream Wireless Corporation's Schedule 13D filed on    
         October 10, 2000).                                          
 10.30   Stockholder Agreement among VoiceStream Wireless            
         Corporation, Sonera Corporation and Sonera Holding, B.V.,   
         dated as of August 26, 2000 (incorporated herein by         
         reference to Exhibit 6 to VoiceStream Wireless Corporation's
         Schedule 13D filed on October 10, 2000).                    
 10.31   Stockholder Agreement among Powertel, Inc., VoiceStream     
         Wireless Corporation GS Capital Partners, L.P., The Goldman 
         Sachs Group, Inc., Bridge Street Fund 1992, L.P. and Stone  
         Street Fund 1992, L.P., dated as of August 26, 2000         
         (incorporated herein by reference to Exhibit 10.3 to        
         Powertel, Inc.'s Current Report on Form 8-K (File No.       
         0-23102), filed on August 31, 2000).                        
 10.32   Stockholder Agreement among Powertel, Inc., VoiceStream     
         Wireless Corporation, Hutchison Telecommunications PCS (USA)
         Limited and Hutchison Telecommunications Holdings (USA)     
         Limited, dated as of August 26, 2000 (incorporated herein by
         reference to Exhibit 10.5 to Powertel, Inc.'s Current Report
         on Form 8-K (File No. 0-23102), filed on August 31, 2000).  

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EXHIBIT                                                              
NUMBER                           DESCRIPTION                         
-------                          -----------                         
                                                                     
 10.33   Stockholder Agreement among Powertel, Inc., VoiceStream     
         Wireless Corporation, Sonera Corporation and Sonera Holding,
         B.V., dated as of August 26, 2000 (incorporated herein by   
         reference to Exhibit 10.2 to Powertel, Inc.'s Current Report
         on Form 8-K (File No. 0-23102), filed on August 31, 2000).  
 10.34   Stockholder Agreement among Powertel, Inc., VoiceStream     
         Wireless Corporation, John W. Stanton, Theresa E. Gillespie,
         PN Cellular, Inc., Stanton Family Trust and Stanton         
         Communications Corporation, dated as of August 26, 2000     
         (incorporated herein by reference to Exhibit 10.1 to        
         Powertel, Inc.'s Current Report on Form 8-K (File No.       
         0-23102), filed on August 31, 2000).                        
 10.35   Stockholder Agreement among Powertel, Inc., VoiceStream     
         Wireless Corporation and Telephone & Data Systems, Inc.,    
         dated as of August 26, 2000 (incorporated herein by         
         reference to Exhibit 10.5 to Powertel, Inc.'s Current Report
         on Form 8-K (File No. 0-23102), filed on August 31, 2000).  
 10.36   Side Letter Agreement between Powertel, Inc. and Telephone &
         Data Systems, Inc. dated as of August 26, 2000 (incorporated
         herein by reference to Exhibit 9 to Powertel, Inc.'s        
         Amendment No. 1 to Schedule 13D filed on November 8, 2000). 
 10.37   Agreement between SSPCS Corporation and Deutsche Telekom AG,
         dated as of September 27, 2000 (incorporated herein by      
         reference to Exhibit 25 to Deutsche Telekom AG's Amendment  
         No. 2 to Schedule 13D filed on October 5, 2000).            
 10.38   Retention Agreement between Deutsche Telekom AG and         
         VoiceStream Wireless Corporation, dated as of December 22,  
         2000.                                                       
 10.39   Voting and Lockup Agreement between Cook Inlet Region, Inc. 
         and Deutsche Telekom AG, dated as of December 14, 2000.     
 23.1    Consent of PwC Deutsche Revision.                           
 23.2    Consent of Arthur Andersen LLP.                             
 23.3    Consent of Arthur Andersen LLP.                             
 23.4    Consent of PricewaterhouseCoopers LLP.                      
 23.5    Consent of Preston Gates & Ellis LLP (included in the       
         opinion filed as Exhibit 5 to this Registration Statement   
         and incorporated herein by reference).                      
 23.6    Consent of Wachtell, Lipton, Rosen & Katz (included in the  
         opinion filed as Exhibit 8.1 to this Registration Statement 
         and incorporated herein by reference).                      
 23.7    Consent of Jones, Day, Reavis & Pogue (included in the      
         opinion filed as Exhibit 8.2 to this Registration Statement 
         and incorporated herein by reference).                      
 23.8    Consent of Cleary, Gottlieb, Steen & Hamilton (included in  
         the opinion filed as Exhibit 8.3 to this Registration       
         Statement and incorporated herein by reference).            
 23.9    Consent of Morris, Manning & Martin, LLP (included in the   
         opinion filed as Exhibit 8.4 to this Registration Statement 
         and incorporated herein by reference).                      
 23.10   Consent of Preston Gates & Ellis LLP (included in the       
         opinion filed as Exhibit 8.5 to this Registration Statement 
         and incorporated herein by reference).                      
 23.11   Consent of Goldman, Sachs & Co.                             
 23.12   Consent of Morgan Stanley & Co. Incorporated.               
 24.1    Power of Attorney (See Page II-7 of the Registration        
         Statement on Form S-4 filed on October 4, 2000 and Page II-9
         of Amendment No. 1 thereto filed on December 6, 2000).      

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EXHIBIT                                                         
NUMBER                           DESCRIPTION                    
-------                          -----------                    
                                                                
 99.1    Form of Proxy card of VoiceStream Wireless Corporation.
 99.2    Form of Proxy card of Powertel, Inc.                   

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

(b) Financial Statement Schedule: All supporting schedules have been  
omitted because they are either not required, are not applicable or because     
equivalent information has been included in the financial statements, the notes 
thereto or elsewhere herein.                                                    

     (c) Reports, Opinions and Appraisals. Included as Annexes D, E and F to the
proxy statement/prospectus which is part of this Registration Statement.        

ITEM 22.  UNDERTAKINGS.                                                         

(a) The undersigned registrant hereby undertakes:                     

       (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement;

        (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;                         

         (ii) To reflect in the prospectus any facts or events arising after
             the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
       in the aggregate, represent a fundamental change in the
    information set forth in the Registration Statement.
          Notwithstanding the foregoing, any increase or decrease in
          volume of securities offered (if the total dollar value of
              securities offered would not exceed that which was registered)
           and any deviation from the low or high end of the estimated
      maximum offering range may be reflected in the form of
            prospectus filed with the Securities and Exchange Commission
            pursuant to Rule 424(b) if, in the aggregate, the changes in
              volume and price represent no more than a 20 percent change in
     the maximum aggregate offering price set forth in the
        "Calculation of Registration Fee" table in the effective
Registration Statement; and                     

           (iii) To include any material information with respect to the plan of
           distribution not previously disclosed in the Registration
             Statement or any material change to such information in the
Registration Statement.                       

(2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment will be
            deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
    will be deemed to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
termination of the offering.                            

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the  
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities 
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement will be   
deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time will be deemed to be  
the initial bona fide offering thereof.                                         

     (c) (1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or     
party who is deemed to be an underwriter within the meaning of Rule 145(c), the 
issuer undertakes that such reoffering prospectus will contain the information  
called for by the                                                               

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applicable registration form with respect to reofferings by persons who may be  
deemed underwriters, in addition to the information called for by the other     
items of the applicable form.                                                   

(2) The registrant undertakes that every prospectus (i) that is filed 
pursuant to the immediately preceding paragraph, or (ii) that purports to meet  
the requirements of section 10(a)(3) of the Act and is used in connection with  
an offering of securities subject to Rule 415, will be filed as part of an      
amendment to the registration statement and will not be used until such         
amendment is effective, and that, for purposes of determining any liability     
under the Securities Act of 1933, each such post-effective amendment will be    
deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time will be deemed to be  
the initial bona fide offering thereof.                                         

     (d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the foregoing provisions, or otherwise, the          
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses  
incurred or paid by a director, officer or controlling person of the registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Act and will be governed by the final adjudication of
such issue.                                                                     

     (e) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to   
Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of   
such request, and to send the incorporated documents by first class mail or     
other equally prompt means. This includes information contained in documents    
filed subsequent to the effective date of the registration statement through the
date of responding to the request.                                              

  (f) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the      
company being acquired involved therein, that was not the subject of and        
included in the registration statement when it became effective.                

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the registration statement on Form S-4  
filed with the Securities and Exchange Commission on October 4, 2000, to be     
signed on its behalf by the undersigned, thereunto duly authorized in the City  
of Bellevue, State of Washington, on February 8, 2001.                          

                                    VOICESTREAM WIRELESS CORPORATION

                             By: /s/    ALAN R. BENDER
                                            ------------------------------------
                                Name: Alan R. Bender
                                             Title:   Executive Vice President

 Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 to the registration statement on Form S-4 filed with the   
Securities and Exchange Commission on October 4, 2000, has been signed on       
February 8, 2001 by the following persons in the capacities indicated.          

                                                                [Download Table]

        SIGNATURE                             TITLE                  
        ---------                             -----                  
                                                                     
            *                    Chairman of the Board and Chief     
-------------------------     Executive Officer (Principal Executive 
     John W. Stanton                         Officer)                

            *                         President and Director         
-------------------------                                            
   Robert R. Stapleton                                               

            *                       Vice Chairman and Director       
-------------------------                                            
    Douglas G. Smith                                                 

            *                       Vice Chairman and Director       
-------------------------                                            
     Donald Guthrie                                                  

            *                  Executive Vice President -- Finance,  
-------------------------      Strategy and Development (Principal   
   Cregg B. Baumbaugh                   Financial Officer)           

            *                Vice President, Controller and Principal
-------------------------    Accounting Officer (Principal Accounting
     Allyn P. Hebner                         Officer)                

            *                                Director                
-------------------------                                            
   Susan M.F. Woo Chow                                               

            *                                Director                
-------------------------                                            
    Mitchell R. Cohen                                                

            *                                Director                
-------------------------                                            
     Daniel J. Evans                                                 

            *                                Director                
-------------------------                                            
    Richard L. Fields                                                

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        SIGNATURE                             TITLE  
        ---------                             -----  
                                                     
            *                                Director
-------------------------                            
    Canning K.N. Fok                                 

            *                                Director
-------------------------                            
   Jonathan M. Nelson                                

            *                                Director
-------------------------                            
   Terence M. O'Toole                                

            *                                Director
-------------------------                            
   James N. Perry, Jr.                               

            *                                Director
-------------------------                            
    Kaj-Erik Relander                                

            *                                Director
-------------------------                            
      James J. Ross                                  

            *                                Director
-------------------------                            
      Frank J. Sixt                                  

            *                                Director
-------------------------                            
       Hans Snook                                    

 *By: /s/ ALAN R. BENDER                             
-------------------------                            
     Alan R. Bender                                  
    Attorney-in-Fact                                 

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EXHIBIT INDEX 

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EXHIBIT                                                               
NUMBER                            DESCRIPTION                         
-------                           -----------                         
                                                                      
   2.1    Agreement and Plan of Merger, dated as of July 23, 2000, as 
          amended and restated on February 8, 2001, among Deutsche    
          Telekom AG, VoiceStream Wireless Corporation and a Delaware 
          corporation formed by Deutsche Telekom AG (included as Annex
          A to the proxy statement/prospectus which is part of this   
          Registration Statement). Schedules and certain other        
          attachments to this Exhibit have not been filed; upon       
          request, VoiceStream will furnish supplementally to the     
          Securities and Exchange Commission a copy of any omitted    
          schedule or attachment.                                     
   2.2    Agreement and Plan of Merger, dated as of August 26, 2000,  
          as amended and restated on February 8, 2001, among Deutsche 
          Telekom AG, Powertel, Inc. and a Delaware corporation formed
          by Deutsche Telekom AG (included as Annex B to the proxy    
          statement/prospectus which is part of this Registration     
          Statement). Schedules and certain other attachments to this 
          Exhibit have not been filed; upon request, VoiceStream will 
          request Deutsche Telekom and Powertel to furnish            
          supplementally to the Securities and Exchange Commission a  
          copy of any omitted schedule or attachment.                 
   2.3    Agreement and Plan of Reorganization, dated as of August 26,
          2000, as amended and restated on February 8, 2001, among    
          VoiceStream Wireless Corporation, Powertel, Inc. and a      
          wholly-owned subsidiary of VoiceStream Wireless Corporation 
          (included as Annex C to the proxy statement/prospectus which
          is part of this Registration Statement). Schedules and      
          certain other attachments to this Exhibit have not been     
          filed; upon request, VoiceStream will furnish supplementally
          to the Securities and Exchange Commission a copy of any     
          omitted schedule or attachment.                             
   4.1    Amended and Restated Certificate of Incorporation of        
          VoiceStream Wireless Corporation (incorporated herein by    
          reference to Annex H of VoiceStream Wireless Holding        
          Corporation's Registration Statement on Amendment No. 4 to  
          Form S-4 (File No. 333-89735), filed with the Securities and
          Exchange Commission on January 24, 2000).                   
   4.2    Amended and Restated Bylaws of VoiceStream Wireless         
          Corporation (incorporated herein by reference to Exhibit 3.1
          to VoiceStream Wireless Corporation's Current Report on Form
          8-K (File No. 000-29667), dated October 11, 2000).          
   5      Opinion of Preston Gates & Ellis LLP as to the validity of  
          the securities being registered.                            
   8.1    Opinion of Wachtell, Lipton, Rosen & Katz regarding certain 
          tax matters.                                                
   8.2    Opinion of Jones, Day, Reavis & Pogue regarding certain tax 
          matters.                                                    
   8.3    Opinion of Cleary, Gottlieb, Steen & Hamilton regarding     
          certain tax matters.                                        
   8.4    Opinion of Morris, Manning & Martin, LLP regarding certain  
          tax matters.                                                
   8.5    Opinion of Preston Gates & Ellis LLP regarding certain tax  
          matters.                                                    
  10.1    Stock Subscription Agreement, dated as of July 23, 2000,    
          between Deutsche Telekom AG and VoiceStream Wireless        
          Corporation (incorporated herein by reference to Exhibit    
          99.1 to VoiceStream Wireless Corporation's Current Report on
          Form 8-K (File No. 000-29667), dated July 28, 2000). Certain
          attachments to this Exhibit have not been filed; upon       
          request, VoiceStream Wireless Corporation will furnish      
          supplementally a copy of any omitted attachment.            
  10.2    Certificate of Designation for the VoiceStream Convertible  
          Voting Preferred Stock (incorporated herein by reference to 
          Exhibit 4.1 to VoiceStream Wireless Corporation's Current   
          Report on Form 8-K (File No. 000-29667), dated October 11,  
          2000).                                                      

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EXHIBIT                                                               
NUMBER                            DESCRIPTION                         
-------                           -----------                         
                                                                      
  10.3    Investor Agreement between Deutsche Telekom AG and          
          VoiceStream Wireless Corporation, dated as of July 23, 2000 
          (incorporated herein by reference to Exhibit 99.2 to        
          VoiceStream Wireless Corporation's Current Report on Form   
          8-K (File No. 000-29667), dated July 28, 2000). An annex to 
          this Exhibit has not been filed; upon request, VoiceStream  
          Wireless Corporation will furnish supplementally to the     
          Securities and Exchange Commission a copy of the omitted    
          annex.                                                      
  10.4    First Amended and Restated Voting Agreement among           
          VoiceStream Wireless Corporation and the stockholders       
          parties thereto, dated as of July 23, 2000 (incorporated    
          herein by reference to Exhibit 10.1 to VoiceStream Wireless 
          Corporation's Current Report on Form 8-K (File No.          
          000-29667), dated July 28, 2000).                           
  10.5    Stockholder Agreement between Telephone & Data Systems, Inc.
          and Deutsche Telekom AG, dated as of July 23, 2000, together
          with the Side Letter Agreement between Telephone & Data     
          Systems, Inc. and Deutsche Telekom AG, dated as of July 23, 
          2000 (incorporated herein by reference to Exhibit 6 to      
          Deutsche Telekom AG's Schedule 13D filed on August 2, 2000).
  10.6    Letter Agreement between Telephone and Data Systems, Inc.   
          and Deutsche Telekom AG, dated September 19, 2000           
          (incorporated herein by reference to Exhibit 24 to Deutsche 
          Telekom AG's Amendment No. 2 to Schedule 13D filed on       
          October 5, 2000).                                           
  10.7    Stockholder Agreement among Hutchison Telecommunications PCS
          (USA) Limited, Hutchison Telecommunications Holdings (USA)  
          Limited and Deutsche Telekom AG, dated as of July 23, 2000  
          (incorporated herein by reference to Exhibit 7 to Deutsche  
          Telekom AG's Schedule 13D filed on August 2, 2000).         
  10.8    Stockholder Agreement among Sonera Corporation, Sonera      
          Holding B.V. and Deutsche Telekom AG, dated as of July 23,  
          2000 (incorporated herein by reference to Exhibit 8 to      
          Deutsche Telekom AG's Schedule 13D filed on August 2, 2000).
  10.9    Stockholder Agreement among John W. Stanton, Theresa E.     
          Gillespie, Stanton Family Trust, PN Cellular, Inc., Stanton 
          Communications Corporation and Deutsche Telekom AG, dated as
          of July 23, 2000 (incorporated herein by reference to       
          Exhibit 9 to Deutsche Telekom AG's Schedule 13D filed on    
          August 2, 2000).                                            
  10.10   Stockholder Agreement among GS Capital Partners, L.P., The  
          Goldman Sachs Group, Inc., Bridge Street Fund 1992, L.P.,   
          Stone Street Fund 1992, L.P. and Deutsche Telekom AG, dated 
          as of July 23, 2000 (incorporated herein by reference to    
          Exhibit 10 to Deutsche Telekom AG's Schedule 13D filed on   
          August 2, 2000).                                            
  10.11   Letter Agreement between Deutsche Telekom AG and Allen &    
          Company Incorporated dated as of July 23, 2000 (incorporated
          herein by reference to Exhibit 11 to Deutsche Telekom AG's  
          Schedule 13D filed on August 2, 2000).                      
  10.12   Letter Agreement between Deutsche Telekom AG and Richard    
          Fields, dated as of July 23, 2000 (incorporated herein by   
          reference to Exhibit 12 to Deutsche Telekom AG's Schedule   
          13D filed on August 2, 2000).                               
  10.13   Stockholder Agreement between Allen & Company Incorporated  
          and Deutsche Telekom AG, dated as of August 25, 2000        
          (incorporated herein by reference to Exhibit 19 to Deutsche 
          Telekom AG's Amendment No. 1 to Schedule 13D filed on       
          September 8, 2000).                                         
  10.14   Stockholder Agreement between Douglas Smith and Deutsche    
          Telekom AG, dated as of August 16, 2000 (incorporated herein
          by reference to Exhibit 20 to Deutsche Telekom AG's         
          Amendment No. 1 to Schedule 13D filed on September 8, 2000).

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EXHIBIT                                                               
NUMBER                            DESCRIPTION                         
-------                           -----------                         
                                                                      
  10.15   Agreement among Cook Inlet GSM, Inc., Cook Inlet            
          Telecommunications, Inc., Deutsche Telekom AG, and          
          VoiceStream Wireless Corporation, dated as of July 23, 2000,
          and Exhibit A (Form of Voting and Lock-up Agreement) thereto
          (incorporated herein by reference from Exhibit 10.2 to      
          VoiceStream Wireless Corporation's Current Report on Form   
          8-K (File No. 000-29667), dated July 28, 2000).             
  10.16   Agreement among Providence Media Partners L.P., Providence  
          Equity Partners III, L.P., Providence Equity Operation      
          Partners III, L.P., Deutsche Telekom AG and VoiceStream     
          Wireless Corporation, dated as of July 23, 2000, and Exhibit
          A (Form of Voting and Lock-up Agreement) thereto            
          (incorporated herein by reference to Exhibit 10.3 to        
          VoiceStream Wireless Corporation's Current Report on Form   
          8-K (File No. 000-29667), dated July 28, 2000).             
  10.17   Exchange Rights Acquisition and Grant Agreement among       
          VoiceStream PCS BTA I Corporation, VoiceStream Wireless     
          Corporation, Western Wireless Corporation and Providence    
          Media Partners L.P., dated as of July 23, 2000 (incorporated
          herein by reference to Exhibit 10.4 to VoiceStream Wireless 
          Corporation's Current Report on Form 8-K (File No.          
          000-29667), dated July 28, 2000).                           
  10.18   Exchange Rights Agreement between VoiceStream Wireless      
          Corporation, Providence Equity Partners III, L.P., and      
          Providence Equity Operation Partners III, L.P., dated as of 
          July 23, 2000 (incorporated herein by reference to Exhibit  
          10.5 to VoiceStream Wireless Corporation's Current Report on
          Form 8-K (File No. 000-29667), dated July 28, 2000).        
  10.19   Stockholder Agreement between Deutsche Telekom AG and       
          Madison Dearborn Capital Partners, LP, dated as of September
          18, 2000 (incorporated herein by reference to Exhibit 23 to 
          Deutsche Telekom AG's Amendment No. 2 to Schedule 13D filed 
          on October 5, 2000).                                        
  10.20   Stockholder Agreement among Deutsche Telekom AG, Donald W.  
          Burton, The Burton Partnership, L.P., The Burton Partnership
          (QP), L.P., South Atlantic Venture Fund II, L.P., South     
          Atlantic Venture Fund III, L.P., South Atlantic Private     
          Equity Fund IV, L.P. and South Atlantic Private Equity Fund 
          IV (QP), L.P., dated as of August 26, 2000 (incorporated    
          herein by reference to Exhibit 2 to Deutsche Telekom AG's   
          Schedule 13D filed on September 5, 2000).                   
  10.21   Stockholder Agreement between Deutsche Telekom AG and       
          American Water Works Company, dated as of August 26, 2000.  
          (incorporated herein by reference to Exhibit 3 to Deutsche  
          Telekom AG's Schedule 13D filed on September 5, 2000).      
  10.22   Stockholder Agreement between Deutsche Telekom AG and SCANA 
          Communications Holdings, Inc., dated as of August 26, 2000  
          (incorporated herein by reference to Exhibit 4 to Deutsche  
          Telekom AG's Schedule 13D filed on September 5, 2000).      
  10.23   Stockholder Agreement among Deutsche Telekom AG, ITC Holding
          Company, Inc., ITC Service Company and ITC Wireless Inc.,   
          dated as of August 26, 2000 (incorporated herein by         
          reference to Exhibit 5 to Deutsche Telekom AG's Schedule 13D
          filed on September 5, 2000).                                
  10.24   Stockholder Agreement among Deutsche Telekom AG, Sonera     
          Corporation and Sonera Holding B.V., dated as of August 26, 
          2000 (incorporated herein by reference to Exhibit 6 to      
          Deutsche Telekom AG's Schedule 13D filed on September 5,    
          2000).                                                      
  10.25   Agreement between Eliska Wireless Investors I, L.P. and     
          Deutsche Telekom AG, dated as of August 26, 2000            
          (incorporated herein by reference to Exhibit 7 to Deutsche  
          Telekom AG's Schedule 13D filed on September 5, 2000).      

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EXHIBIT                                                               
NUMBER                            DESCRIPTION                         
-------                           -----------                         
                                                                      
  10.26   Stockholder Agreement among VoiceStream Wireless            
          Corporation, Donald W. Burton, The Burton Partnership, L.P.,
          The Burton Partnership (QP), L.P., South Atlantic Venture   
          Fund II, L.P., South Atlantic Venture Fund III, L.P., South 
          Atlantic Private Equity Fund IV, L.P. and South Atlantic    
          Private Equity Fund IV (QP), L.P., dated as of August 26,   
          2000 (incorporated herein by reference to Exhibit 2 to      
          VoiceStream Wireless Corporation's Schedule 13D filed on    
          October 10, 2000).                                          
  10.27   Stockholder Agreement between VoiceStream Wireless          
          Corporation and The American Water Works Company, dated as  
          of August 26, 2000 (incorporated herein by reference to     
          Exhibit 3 to VoiceStream Wireless Corporation's Schedule 13D
          filed on October 5, 2000).                                  
  10.28   Stockholder Agreement between VoiceStream Wireless          
          Corporation and SCANA Communications Holdings, Inc., dated  
          as of August 26, 2000 (incorporated herein by reference to  
          VoiceStream Wireless Corporation's Schedule 13D filed on    
          October 5, 2000).                                           
  10.29   Stockholder Agreement among VoiceStream Wireless            
          Corporation, ITC Holding Company, Inc., ITC Wireless Inc.   
          and ITC Service Company, dated as of August 26, 2000        
          (incorporated herein by reference to Exhibit 5 to           
          VoiceStream Wireless Corporation's Schedule 13D filed on    
          October 10, 2000).                                          
  10.30   Stockholder Agreement among VoiceStream Wireless            
          Corporation, Sonera Corporation and Sonera Holding, B.V.,   
          dated as of August 26, 2000 (incorporated herein by         
          reference to Exhibit 6 to VoiceStream Wireless Corporation's
          Schedule 13D filed on October 10, 2000).                    
  10.31   Stockholder Agreement among Powertel, Inc., VoiceStream     
          Wireless Corporation, GS Capital Partners, L.P., The Goldman
          Sachs Group, Inc., Bridge Street Fund 1992, L.P. and Stone  
          Street Fund 1992, L.P., dated as of August 26, 2000         
          (incorporated herein by reference to Exhibit 10.3 to        
          Powertel, Inc.'s Current Report on Form 8-K (File No.       
          0-23102), filed on August 31, 2000).                        
  10.32   Stockholder Agreement among Powertel, Inc., VoiceStream     
          Wireless Corporation, Hutchison Telecommunications PCS (USA)
          Limited and Hutchison Telecommunications Holdings (USA)     
          Limited, dated as of August 26, 2000 (incorporated herein by
          reference to Exhibit 10.5 to Powertel, Inc.'s Current Report
          on Form 8-K (File No. 0-23102), filed on August 31, 2000).  
  10.33   Stockholder Agreement among Powertel, Inc., VoiceStream     
          Wireless Corporation, Sonera Corporation and Sonera Holding,
          B.V., dated as of August 26, 2000 (incorporated herein by   
          reference to Exhibit 10.2 to Powertel, Inc.'s Current Report
          on Form 8-K (File No. 0-23102), filed on August 31, 2000).  
  10.34   Stockholder Agreement among Powertel, Inc., VoiceStream     
          Wireless Corporation, John W. Stanton, Theresa E. Gillespie,
          PN Cellular, Inc., Stanton Family Trust and Stanton         
          Communications Corporation, dated as of August 26, 2000     
          (incorporated herein by reference to Exhibit 10.1 to        
          Powertel, Inc.'s Current Report on Form 8-K (File No.       
          0-23102), filed on August 31, 2000).                        
  10.35   Stockholder Agreement among Powertel, Inc., VoiceStream     
          Wireless Corporation and Telephone & Data Systems, Inc.,    
          dated as of August 26, 2000 (incorporated herein by         
          reference to Exhibit 10.5 to Powertel, Inc.'s Current Report
          on Form 8-K (File No. 0-23102), filed on August 31, 2000).  
  10.36   Side Letter Agreement between Powertel, Inc. and Telephone &
          Data Systems, Inc., dated as of August 26, 2000             
          (incorporated herein by reference to Exhibit 9 to Powertel, 
          Inc.'s Amendment No. 1 to Schedule 13D filed on November 8, 
          2000).                                                      
  10.37   Agreement between SSPCS Corporation and Deutsche Telekom AG,
          dated as of September 27, 2000 (incorporated herein by      
          reference to Exhibit 25 to Deutsche Telekom AG's Amendment  
          No. 2 to Schedule 13D filed on October 5, 2000).            
  10.38   Retention Agreement between Deutsche Telekom AG and         
          VoiceStream Wireless Corporation, dated as of December 22,  
          2000.                                                       

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EXHIBIT                                                               
NUMBER                            DESCRIPTION                         
-------                           -----------                         
                                                                      
  10.39   Voting and Lockup Agreement between Cook Inlet Region, Inc. 
          and Deutsche Telekom AG, dated as of December 14, 2000.     
  23.1    Consent of PwC Deutsche Revision.                           
  23.2    Consent of Arthur Andersen LLP.                             
  23.3    Consent of Arthur Andersen LLP.                             
  23.4    Consent of PricewaterhouseCoopers LLP.                      
  23.5    Consent of Preston Gates & Ellis LLP (included in the       
          opinion filed as Exhibit 5 to this Registration Statement   
          and incorporated herein by reference).                      
  23.6    Consent of Wachtell, Lipton, Rosen & Katz (included in the  
          opinion filed as Exhibit 8.1 to this Registration Statement 
          and incorporated herein by reference).                      
  23.7    Consent of Jones, Day, Reavis & Pogue (included in the      
          opinion filed as Exhibit 8.2 to this Registration Statement 
          and incorporated herein by reference).                      
  23.8    Consent of Cleary, Gottlieb, Steen & Hamilton (included in  
          the opinion filed as Exhibit 8.3 to this Registration       
          Statement and incorporated herein by reference).            
  23.9    Consent of Morris, Manning & Martin, LLP (included in the   
          opinion filed as Exhibit 8.4 to this Registration Statement 
          and incorporated herein by reference).                      
  23.10   Consent of Preston Gates & Ellis LLP (included in the       
          opinion filed as Exhibit 8.5 to this Registration Statement 
          and incorporated herein by reference).                      
  23.11   Consent of Goldman, Sachs & Co.                             
  23.12   Consent of Morgan Stanley & Co. Incorporated.               
  24.1    Power of Attorney (See Page II-7 of the Registration        
          Statement on Form S-4 filed on October 4, 2000 and page II-9
          of Amendment No. 1 thereto filed on December 6, 2000).      
  99.1    Form of Proxy card of VoiceStream Wireless Corporation.     
  99.2    Form of Proxy card of Powertel, Inc.