TRITEL INC, S-1/A, 1999-12-13

TRITEL INC
S-1/A, 1999-12-13
RADIOTELEPHONE COMMUNICATIONS

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<PAGE>

As filed with the Securities and Exchange Commission on December 13, 1999
Registration No. 333-91207
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

Amendment No. 2
to
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------------
Tritel, Inc.
(Exact Name of Registrant
as Specified in its Charter)
<TABLE>
<S> <C> <C>
Delaware 4812 64-6896417
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
---------------
111 E. Capitol Street, Suite 500, Jackson, Mississippi 39201
Attention: Corporate Secretary (601) 914-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
---------------
JAMES H. NEELD, IV, ESQ.
Tritel, Inc.
111 E. Capitol Street, Suite 500
Jackson, Mississippi 39201
(601) 914-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent For Service)
---------------
Copies of Communications to:
MICHAEL A. KING, ESQ. JONATHAN JEWETT
Brown & Wood LLP Shearman & Sterling
One World Trade Center 599 Lexington Avenue
New York, New York 10048 New York, NY 10022
(212) 839-5300

---------------
Approximate Date of Commencement of Proposed Sale of the Securities to the
Public: As soon as practicable after this Registration Statement becomes
effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
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(c)
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. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of each class of Proposed maximum Proposed maximum Proposed maximum
securities amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price (1) registration fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $0.01
per share............. 14,990,610 $19.00 $284,821,590 $79,181(2)
Class B Common Stock,
par value $0.01
per share.............
- -----------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------

(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of 1933.

(2) $50,953 previously paid; $28,228 paid herewith.

---------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

EXPLANATORY NOTE

This registration statement contains two separate prospectuses. The first
prospectus relates to an underwritten public offering of an aggregate of
9,375,000 shares of Class A common stock. The second prospectus relates to a
concurrent offering to certain of our existing stockholders of up to an
aggregate of 4,209,360 shares of Class A and Class B common stock at an assumed
initial public offering price of $17.00 per share. The prospectuses for each of
the underwritten offering and the offering to certain of our existing
stockholders will be identical in all material respects with the exceptions
that the prospectus relating to the offering to certain of our existing
stockholders will have alternate front and back cover pages and an alternate
"Plan of Distribution" section in place of the "Underwriting" section for the
underwritten offering prospectus. Additional non-substantive conforming changes
will also be made to the prospectus relating to the offering to certain of our
existing stockholders to reflect that the initial public offering is being made
by separate prospectus. The alternate pages appear in this registration
statement immediately following the complete prospectus for the underwritten
offering. Final forms of each prospectus will be filed with the Securities and
Exchange Commission under Rule 424(b).
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. These securities may not be sold until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell nor does it seek an offer to +
+buy these securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Subject To Completion. Dated December 13, 1999

13,350,507 Shares

[Tritel LOGO]

Class A Common Stock

-----------

This is an initial public offering of 9,375,000 shares of Class A common
stock of Tritel, Inc. All of the shares of Class A common stock are being sold
by Tritel.

Prior to this offering, there has been no public market for the Class A
common stock. It is currently estimated that the initial public offering price
per share will be between $17.00 and $19.00. We have applied to have the Class
A common stock included for quotation on the Nasdaq National Market under the
symbol "TTEL".

In a concurrent offering made by a separate prospectus, we intend to sell an
aggregate of 3,975,507 shares of our Class A and Class B common stock, assuming
an initial public offering price of $18.00 per share, to certain of our
existing stockholders, at a price per share equal to the initial public
offering price less an amount per share equal to the underwriting discount we
will pay to the underwriters in this offering. Consummation of the concurrent
offering is conditioned upon the closing of this offering.

See "Risk Factors" beginning on page 7 to read about factors you should
consider before buying shares of the Class A common stock.

-----------

Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

-----------

<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Initial public offering price................................... $ $
Underwriting discount........................................... $ $
Proceeds, before expenses, to Tritel............................ $ $
</TABLE>

To the extent the underwriters sell more than 9,375,000 shares of Class A
common stock, the underwriters have the option to purchase up to an additional
1,406,250 shares of Class A common stock from Tritel at the initial public
offering price less the underwriting discount.

-----------

The underwriters expect to deliver the shares of Class A common stock against
payment in New York, New York on December , 1999.

Goldman, Sachs & Co. Merrill Lynch & Co.

Bear, Stearns & Co. Inc. Donaldson, Lufkin & Jenrette

-----------

Prospectus dated December , 1999.
<PAGE>

[Map of Tritel/AT&T Wireless License Territories]

<PAGE>

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this
prospectus, but does not contain all of the information that you should
consider before investing in our Class A or Class B common stock. You should
read the entire prospectus carefully, especially "Risk Factors" beginning on
page 7.

Tritel

We are an AT&T Wireless affiliate with licenses to provide personal
communications services, called PCS, to approximately 14.0 million people in
contiguous markets in the south-central United States. While we are a
development stage enterprise with limited operations, have had no significant
revenues and expect to have significant operating losses in our initial stages
of operations, we have recently begun to provide wireless services in six of
our major markets. In January 1999, we entered into our affiliation agreement
with AT&T Wireless, our largest stockholder with 21.9% ownership of our company
prior to this offering. We have also joined with two other AT&T Wireless
affiliates to operate under a common regional brand name, SunCom. We provide
our PCS services as a member of the AT&T Wireless Network, serving as the
preferred roaming provider to AT&T Wireless' digital wireless customers in
virtually all of our markets and co-branding our services to our subscribers
with the AT&T and SunCom brands and logos, giving equal emphasis to each.

Our senior management team has substantial experience in the wireless
communications industry, with a significant operating history in the south-
central United States. We have commenced commercial PCS services in six markets
and intend to launch commercial operations in eight of our ten largest markets
by the end of 1999. We expect to be able to provide service to over 50% of the
population, called Pops, in our license areas by the end of 1999 and to over
98% by the end of 2000.

The following table sets forth our ten largest markets and the date on
which we have commenced or expect to commence commercial PCS service. In
addition, we have commenced roaming service in Louisville and Lexington,
Kentucky.

<TABLE>
<CAPTION>
Expected Commercial
Market Launch Date 1998 Pops
----------------------------------------- ----------------------- ---------
<S> <C> <C>
Jackson and Vicksburg, MS................ Launched September 1999 719,500
Nashville and Clarksville,
TN/Hopkinsville, KY..................... Launched November 1999 1,936,500
Knoxville, TN............................ Launched November 1999 1,074,000
Chattanooga and Cleveland, TN/Dalton,
GA...................................... Launched November 1999 760,800
Huntsville, AL........................... Launched November 1999 496,400
Montgomery, AL........................... Launched November 1999 475,300
Louisville, KY........................... December 1999 1,448,400
Lexington, KY............................ December 1999 893,400
Birmingham, AL........................... 2nd Quarter 2000 1,297,800
Mobile, AL............................... 2nd Quarter 2000 653,900
</TABLE>

Strategic Alliance with AT&T Wireless and our SunCom Partners

Our affiliation with AT&T Wireless is an integral part of our strategy.
AT&T Wireless contributed PCS licenses covering 9.1 million Pops to us in
exchange for its ownership stake in our company. As an AT&T Wireless affiliate,
we enjoy numerous important benefits, including the following:

. Use of AT&T Brand and Logo. We believe the AT&T brand is among the most
recognized brands in the United States. We have the right to use the
AT&T and SunCom brand names and logos in our markets, giving equal
emphasis to each.

1
<PAGE>

. Preferred Provider of PCS to AT&T Wireless Customers. As a member of the
AT&T Wireless Network, we are the preferred provider of mobile wireless
services to AT&T Wireless' digital wireless customers in virtually all
of our markets. We believe our AT&T Wireless affiliation will continue
to provide us with a consistent base of recurring roaming revenue.

. Coast-to-Coast Coverage. We are able to offer our customers immediate,
coast-to-coast roaming on the AT&T Wireless Network. We believe that our
ability to offer coast-to-coast coverage is a competitive advantage as
customers increasingly choose national rate plans.

We have also entered into an agreement with two other AT&T Wireless
affiliates, Triton PCS, Inc. and TeleCorp PCS, Inc., to operate with those
affiliates under a common regional brand name, SunCom, throughout an area
covering approximately 43 million Pops primarily in the south-central and
southeastern United States. Our license area is adjacent to and between the
license areas of our SunCom partners.

Business Strategy

Our goal is to become the leading wireless provider in our markets. In
addition to leveraging our relationship with AT&T Wireless and our SunCom
partners, our strategies to realize this goal are to:

. Operate a High Quality Network. We are committed to making the capital
investment required to develop and operate a superior, high quality
network utilizing digital technology. We own an average of approximately
27 MHz of spectrum per Pop in our markets and believe we have sufficient
capacity to provide high quality service in each of our markets.

. Emphasize Advantages of PCS Technology. We will seek to distinguish our
PCS services from those of our analog cellular competitors by
emphasizing the features and benefits of our digital services. These
features include superior voice quality, extended battery life,
integrated voicemail, paging and fax service, wireless e-mail delivery,
and enhanced voice privacy.

. Exploit Advantages of Our License Footprint. We believe that the
contiguous nature of our license areas and their similar size and
demographics are attractive for the provision of wireless services.
Additionally, we believe that our central location within the SunCom
territory will enable us to take full advantage of the benefits of the
SunCom brand alliance.

. Capitalize on Management Expertise and Local Market Presence. We intend
to combine the AT&T and SunCom brands with our management's extensive
local market operating experience to create strong ties with subscribers
and their communities.

. Distribute Directly Through Our Company Stores and Sales Force. We will
focus principally on direct distribution through a network of company
stores and a dedicated sales force in order to foster higher quality
customer contact, which we believe will result in lower customer
acquisition costs and greater customer loyalty.

. Utilize Strong Capital Base. Upon completion of this offering and the
concurrent offering to certain of our existing stockholders, we will
have raised approximately $1.34 billion of funded and available capital.
We believe that, based on our current business plan, this capital base
will be sufficient to fund capital expenditures and operating losses
until we complete our planned network buildout and generate positive
cash flow.

2
<PAGE>

The Offering

Class A common stock
offered by this
prospectus.................
9,375,000 shares

Class A and Class B common
stock offered by separate
prospectus to certain of
our existing
stockholders(1).......

3,975,507 shares

Class A and Class B common
stock outstanding after
this offering(1)(2)(3).....

125,591,891 shares

Use of proceeds.............
We expect to use the estimated $222.0 million in
net proceeds from this offering and the
concurrent offering to certain of our existing
stockholders for general corporate purposes,
including capital expenditures in connection with
the construction of our PCS services network,
sales and marketing activities and working
capital, and possible acquisitions of licenses
and properties. See "Use of Proceeds".

Proposed Nasdaq National
Market symbol..............
"TTEL"

- --------

(1) The number of shares offered to certain of our existing stockholders
assumes an initial public offering price of $18.00 per share.

(2) Our restated certificate of incorporation provides that, subject to the
rights of specific classes of stock to vote as a class on specified
matters, until FCC ownership restrictions currently applicable to us no
longer apply, the holders of our Class A common stock will collectively
possess 49.9% of the total voting power of the outstanding common stock.
Our Voting Preference common stock, which is held by two of our founders,
William M. Mounger, II and E.B. Martin, Jr., possesses 50.1% of the total
voting power of our outstanding common stock. Unless terminated earlier,
the FCC ownership restrictions will lapse beginning in 2003. Our Class B
common stock is convertible into our Class A common stock at any time on a
one-for-one basis and is identical to our Class A common stock except that
the Class B common stock generally does not have voting rights. See,
"Government Regulation", "Principal Stockholders" and "Description of
Capital Stock".

(3) Includes the following number of shares of Class A common stock that are
issuable upon conversion of certain of our other securities:

. 18,463,121 shares issuable upon conversion of our Series D preferred
stock at any time at the option of the holders, and

. 7,592,459 shares issuable upon conversion of our Class C and Class D
common stock upon the consent of the FCC and the consent of two thirds
of the Class A common stock.

Excludes the following shares of Class A common stock that may be issued in
the future:

. 1,794,925 shares issuable upon the exercise of outstanding employee
options and 45,000 shares issuable upon the exercise of outstanding
director options, in each case at an exercise price equal to the
initial public offering price,

3
<PAGE>

. 4,137,555 unissued shares authorized for future awards under our 1999
Stock Option Plan and Non-Employee Directors Stock Option Plan. We
expect that a substantial majority of these shares will be allocated to
our employees other than our executive officers, and

. Shares of Class A common stock issuable to holders of our Series A
preferred stock at their option at any time after January 15, 2007, at
the conversion ratio equal to the liquidation preference of those
shares divided by the market price of the Class A common stock at the
time of conversion.

Except where otherwise indicated, the information in this prospectus:

. reflects a 400-for-1 stock split of our Class A, Class B, Class C and
Class D common stock that will be effected prior to this offering;

. reflects the conversion of our Series C preferred stock into shares of
Class A and Class D common stock prior to the closing of this offering;

. reflects the filing of our amended and restated certificate of
incorporation with the Delaware secretary of state prior to the closing
of this offering; and

. assumes no exercise of the underwriters' option to purchase additional
shares.

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

We are a Delaware corporation. Our principal executive offices are located
at 111 E. Capitol Street, Suite 500, Jackson, Mississippi 39201, and our
telephone number is (601) 914-8000.

4
<PAGE>

Summary Consolidated Financial Data

You should read the following consolidated summary financial data together
with "Management's Discussion and Analysis" and our consolidated financial
statements and the related notes, all of which appear elsewhere in this
prospectus.

<TABLE>
<CAPTION>
Cumulative Nine months
amounts since Years ended ended
inception, at December 31, September 30,
December 31, ----------------- -------------------
1996 1997 1998 1998 1999
------------- ------- -------- ------- ----------
(dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Statements of Operations
Data:
Revenues............... $ -- $ -- $ -- $ -- $ 179
------- ------- -------- ------- ----------
Operating expenses:
Cost of services and
equipment............. -- -- -- -- 189
Plant.................. 4 104 1,939 504 8,931
General and
administrative........ 1,602 3,123 4,947 3,208 17,414
Other.................. 7 48 800 201 12,222
------- ------- -------- ------- ----------
Total operating
expense............. 1,613 3,275 7,686 3,913 38,756
------- ------- -------- ------- ----------
Operating loss......... (1,613) (3,275) (7,686) (3,913) (38,577)
Interest income........ 32 121 77 39 10,451
Interest expense and
financing cost........ -- -- (722) -- (14,268)
------- ------- -------- ------- ----------
Loss before
extraordinary item
and income taxes.... (1,581) (3,154) (8,331) (3,874) (42,394)
Income tax benefit..... -- -- -- -- 13,638
------- ------- -------- ------- ----------
Loss before
extraordinary item.. (1,581) (3,154) (8,331) (3,874) (28,756)
Extraordinary item --
Loss on return of
spectrum............ -- -- (2,414) (2,414) --
------- ------- -------- ------- ----------
Net loss............. (1,581) (3,154) (10,745) (6,288) (28,756)
Accrual of dividends
on Series A
redeemable
preferred stock....... -- -- -- -- (6,632)
------- ------- -------- ------- ----------
Net loss available to
common
shareholders........ $(1,581) $(3,154) $(10,745) $(6,288) $ (35,388)
======= ======= ======== ======= ==========
Basic and diluted net
loss per common share
(1)................... $ (2.32)
----------
Weighted average
common shares
outstanding (1)....... 15,224,891
==========
Pro forma basic and
diluted net loss per
common share (1)...... $ (0.38)
----------
Pro forma weighted
average common shares
outstanding (1)....... 93,537,315
==========
</TABLE>

(1) Weighted average common shares outstanding above were calculated assuming
that the shares of Class A and Class C common stock were issued and split
on January 1, 1999. Pro forma weighted average common shares outstanding
were calculated assuming that the Series C preferred stock was converted
into Class A and Class D common stock on January 1, 1999. Per share
information is not included for periods prior to 1999 because our
predecessor companies were limited liability companies with different
capital structures.

5
<PAGE>

The as adjusted balance sheet information set forth below reflects:

.the receipt of estimated net proceeds from this offering and the
concurrent offering to certain of our existing stockholders; and

.the conversion of our Series C preferred stock into shares of Class A and
Class D common stock prior to the closing of this offering.
<TABLE>
<CAPTION>
As of September 30, 1999
As of December 31, --------------------------
1998 Actual As Adjusted
------------------ ----------- --------------
(dollars in thousands)
<S> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents........ $ 846 $ 485,684 $ 707,672
Property and equipment, net...... 13,816 132,075 132,075
FCC licensing costs.............. 71,466 199,440 199,440
Intangible and other assets...... 2,893 114,273 114,273
------- ----------- -------------
Total assets................... $89,021 $ 931,472 $ 1,153,460
======= =========== =============
Long-term debt................... 51,599 551,078 $ 551,078
Other liabilities................ 39,405 107,853 107,853
Total Series A redeemable
preferred stock................. -- 97,301 97,301
Total stockholders' equity
(deficit)....................... (1,983) 175,240 397,228
------- ----------- -------------
Total liabilities and
stockholders' equity.......... $89,021 $ 931,472 $ 1,153,460
======= =========== =============
</TABLE>

6
<PAGE>

RISK FACTORS

Investing in shares of our Class A or Class B common stock involves a high
degree of risk. You should carefully consider the risks described below as well
as all the other information in this prospectus--including our financial
statements and related notes--before investing in our Class A or Class B common
stock. Our business, operating results and financial condition could be
seriously harmed due to any of the following risks. The trading price of our
Class A common stock could decline due to any of these risks, and you could
lose all or part of your investment.

We Are a Development Stage Company; We Have Not Yet Begun Commercial PCS
Operations in Many of Our Markets and We May Not be Profitable After We Do

We are at an early stage of development and have no meaningful historical
financial information for you to evaluate. We have incurred and will continue
to incur significant expenses before generating significant revenues, and we
expect to have significant operating losses in our initial stages of
operations.

We expect to grow rapidly while we develop and construct our PCS network
and build our customer base. We expect this growth to strain our financial
resources and result in operating losses and negative cash flows until at
earliest the end of 2001. We have not begun commercial PCS operations in many
of our markets and, therefore, have no significant revenues to fund
expenditures. We have made cumulative cash expenditures through September 30,
1999 of $165.2 million, consisting of primarily capital expenditures for the
network buildout.

We cannot be certain of the timing and extent of revenue receipts and
expense disbursements. Also, we cannot be certain that we will achieve or
sustain profitability or positive cash flow from operating activities in the
future. If we do not achieve profitability or positive cash flow in a timely
manner and then sustain it, we may not be able to meet our working capital or
debt service requirements.

Our future operating results over both the short and long term are
uncertain because of several factors, some of which are outside of our control.
These factors include:

. the significant cost of building our PCS network,

. the cost and availability of PCS infrastructure and subscriber
equipment, including tri-mode handsets,

. possible delays in introducing our services,

. fluctuating market demand and prices for our services,

. pricing strategies for competitive services,

. new offerings of competitive services,

. changes in federal, state and local legislation and regulations,

. the potential allocation by the FCC of additional PCS licenses or
other wireless licenses in our markets,

. technological changes, and

. general economic conditions.

In addition, we expect to realize substantial, non-cash compensation
expense related to our issuance of 12,362,272 shares of Class A and Class C
common stock to members of our management, primarily in connection with the
formation of our joint venture with AT&T Wireless.

7
<PAGE>

Assuming the initial public offering price of our Class A common stock, and the
closing price on December 31, 1999, are each $18.00 per share, we will record
non-cash compensation expense of approximately $108.9 million in December 1999
relating to the earned portion of the stock issued to management. Assuming our
Class A common stock continues to have a fair value of $18.00 per share, we
would record additional non-cash compensation expense related to these shares
for the period from 2000 through 2006 of approximately $82.7 million. Non-cash
compensation expense related to these shares will be a variable, quarterly
expense depending on the fair value of those shares. If the fair value of our
Class A common stock increases, these non-cash compensation charges will
increase. These increases could be substantial. See "Management's Discussion
and Analysis--Operating Expenses--Stock Based Compensation".

Our Highly Leveraged Capital Structure Limits Our Ability to Obtain Additional
Financing and Could Adversely Affect Our Business in Several Other Ways

It will take substantial funds to complete the buildout of our PCS network
and to market and distribute our PCS products and services. We estimate that
our capital requirements, which include capital expenditures, the cost of
acquiring licenses, working capital, debt service requirements and anticipated
operating losses, will total approximately $1.30 billion for the period from
our inception through the end of 2001.

We are highly leveraged. As of September 30, 1999, we had $551.8 million of
total indebtedness outstanding, including debt owed to the FCC, $300.0 million
outstanding under our bank facility and $210.1 million of senior subordinated
discount notes at their accreted value. This indebtedness represented
approximately 66.9% of our total capitalization at that date. At that date, we
also had $97.3 million of Series A 10% redeemable convertible preferred stock
outstanding including accrued dividends, which has not been included in
stockholders' equity in our financial statements.

Our large amount of indebtedness could significantly impact our business
for the following reasons:

. It limits our ability to obtain additional financing, if needed, to
complete our network buildout, to cover our cash flow deficit or for
working capital, other capital expenditures, debt service requirements
or other purposes.

. We will need to dedicate a substantial portion of our operating cash
flow to fund interest expense on our bank facility and other
indebtedness, thereby reducing funds available for our network
buildout, operations or other purposes.

. We are vulnerable to interest rate fluctuations because a significant
portion of our bank debt is at variable interest rates.

. It limits our ability to compete with competitors who are not as
highly leveraged.

. It limits our ability to react to changing market conditions, changes
in our industry and economic downturns.

Our Debt Instruments Contain Restrictive Covenants That May Limit Our Operating
Flexibility

The documents governing our indebtedness, including our bank facility and
senior subordinated note indenture, contain significant covenants that limit
our ability to engage in various transactions. The limitations imposed by the
documents governing our outstanding indebtedness are substantial, and if we
fail to comply with them, our debts could become immediately payable at a time
when we are unable to pay them.

8
<PAGE>

Additional Funding May be Required But Unavailable to Us, and That Could Cause
Us to Fail to Meet Our Buildout Plans or Service Our Debt

Additional required financing may be unavailable to us or it may not be
available on terms acceptable to us and consistent with any limitation under
our outstanding indebtedness or FCC regulations. If we are unable to obtain
such financing it could result in the delay or reduction of our development and
construction plans and could result in our failure to meet certain FCC buildout
requirements and our debt service obligations.

Our actual capital needs may be greater than we currently anticipate.
Moreover, we may not generate enough cash flow to fund our operations in the
absence of other funding sources. We may require additional funding if certain
developments occur, including if:

. the costs of the buildout of our PCS network are greater than
anticipated,

. the acquisition costs of subscribers are higher than expected,

. other operating costs exceed management's estimates,

. we take advantage of license or market acquisition opportunities,
including those that may arise through future FCC auctions,

. the level of our revenues from subscribers is lower than anticipated,
or

. the number of subscribers is greater than anticipated, leading to
greater than anticipated handset costs and other subscriber
acquisition and operating costs.

In addition, we would require substantial additional funding if AT&T
Wireless does not exercise its option to purchase PCS licenses covering
approximately 2.0 million Pops in Florida and southern Georgia and we then
determine that we will build out these markets ourselves.

We have no significant revenues at this point. Sources of future financing
may include equipment vendors, banks and the public or private debt and equity
markets.

Because Our Relationship with AT&T Wireless May be Terminated in Certain
Circumstances, We May Lose, Among Other Things, the Right to Use the AT&T Brand
Name

Our business strategy depends on our relationship with AT&T Wireless. We
are depending on co-branding, roaming and service relationships with them under
our joint venture agreements. These relationships are central to our business
plan. If any of these relationships were terminated, our business strategy
could be significantly affected, and, as a result, our operations and future
prospects could be adversely affected.

The AT&T Wireless agreements create an organizational and operational
structure that defines the relationships between AT&T Wireless and us. Because
of our dependence on these relationships, it is important for you to understand
that there are circumstances in which AT&T Wireless can terminate our right to
use their brand name, as well as other important rights under the joint venture
agreements, if we violate the terms of the joint venture agreements or if
certain other events occur.

AT&T can terminate our license to use the AT&T brand name, designation as a
Member of the AT&T Wireless Network, or use of other AT&T service marks if we
fail to meet AT&T's quality standards, violate the terms of the license or
otherwise breach one of the AT&T Wireless agreements. AT&T Wireless has also
retained the right to terminate its relationship with us in the event of a
"Disqualifying Transaction," as defined in the section headed "Joint Venture
Agreements With AT&T Wireless," which is in essence, a major financial
transaction involving AT&T Corp. and another entity that owns FCC mobile
wireless licenses covering at least 25% of our Pops. The exercise by AT&T
Wireless of any of these rights, or other rights described in the AT&T Wireless

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agreements, could significantly and materially affect our operations, future
prospects and results of operations. This is because our business strategy
largely involves leveraging the benefits of our AT&T Wireless affiliation and
our membership in the AT&T Wireless Network.

If AT&T Wireless is Not Successful as a Provider of Wireless Communications,
Our Business and Results of Operations May be Adversely Affected

Our results of operations are highly dependent on our relationship with
AT&T Wireless and the success of its wireless communications strategy. AT&T
Wireless is subject, to varying degrees, to the economic, administrative,
logistical and other risks set forth in this prospectus. Because we market our
products under the AT&T brand name, our results of operations could be
adversely affected if AT&T Wireless' reputation as a wireless communications
provider declines.

AT&T Wireless May Compete with Us by Obtaining Subscribers Who Otherwise Might
Use Our Services That Are Co-Branded with AT&T

Under the terms of our stockholders' agreement, we are required to enter
into a resale agreement at AT&T Wireless' request. The resale agreement will
allow AT&T Wireless to sell access to, and usage of, our services in our
licensed area on a nonexclusive basis and using the AT&T brand. AT&T Wireless
may be able to develop its own customer base in our licensed area during the
term of the resale agreement. In addition, if AT&T Wireless engages in
specified business combinations, the exercise of its termination rights under
the stockholders' agreement could result in increased competition detrimental
to our business. We cannot assure you that AT&T Wireless will not enter into
such a business combination, and the termination of the non-compete and
exclusivity provisions of the stockholders' agreement could have a material
adverse effect on our operations.

We Face Intense Competition from Other PCS and Cellular Providers and from
Other Technologies

The viability of our PCS business will depend upon, among other things, our
ability to compete, especially on price, reliability, quality of service and
availability of voice and data features. In addition, our ability to maintain
the pricing of our services may be limited by competition, including the entry
of new service providers in our markets.

There are two established cellular providers in each of our markets. These
providers have significant infrastructure in place, often at low historical
cost, have been operational for many years, have substantial existing
subscriber bases and have substantially greater capital resources than we do.
In addition, in most of our markets, there are at least three PCS providers
currently offering commercial service or likely to begin offering service
before we will. We will also face competition from paging, dispatch and
conventional mobile radio operations, specialized mobile radio, called SMR and
enhanced specialized mobile radio, called ESMR, including those ESMR networks
operated by Nextel Communications and its affiliates in our markets. We will
also be competing with resellers of wireless services. We expect competition in
the wireless telecommunications industry to be dynamic and intense as a result
of the entrance of new competition and the development and deployment of new
technologies, products and services.

In the future, cellular and PCS providers will also compete more directly
with traditional landline telephone service operators, and may compete with
services offered by energy utilities and cable and wireless cable operators
seeking to offer communications services by leveraging their existing
infrastructure. Additionally, continuing technological advances in
telecommunications, the availability of more spectrum and FCC policies that
encourage the development of new spectrum-based technologies make it impossible
to accurately predict the extent of future competition.

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Because We Depend on Equipment and Service Vendors to Build Out Our PCS
Network, We Cannot be Certain That the Remainder of Our PCS Network Will be
Built Out in a Timely and Cost-Effective Manner

Our future financial condition depends on our ability to build out rapidly
and then operate a commercial PCS network in our markets. To do so effectively
will require the timely delivery of infrastructure equipment for use in our
cell sites and switching offices, as well as handsets. There is considerable
demand for PCS infrastructure equipment that may result in substantial backlogs
of orders and long lead times for delivery of certain types of equipment. If
any of our equipment vendors fail to perform on schedule, we may not be able to
build out the remainder of our markets or provide PCS service in the remainder
of our markets in a timely and cost-effective manner.

Although we have entered into an exclusive equipment supply agreement with
Ericsson for the purchase of at least $300.0 million of certain equipment and
services related to the buildout of our PCS system over a five-year period, we
cannot be certain that we will receive this equipment in the quantities that
are needed to complete the buildout in our markets. If we do not receive this
equipment on time, then we will be unable to begin the remainder of our PCS
operations on schedule. Because of our exclusive arrangements with Ericsson,
our ability to adhere to our buildout schedule will depend significantly on the
ability of Ericsson to deliver its equipment in a timely fashion. We cannot be
certain that Ericsson or any other vendor will be able to provide us with the
equipment to build out the remainder of our markets in a timely and cost-
effective manner. The termination of the Ericsson agreement or the failure of
any of the vendors to perform under any supply agreement would adversely affect
our ability to begin operations as planned.

In addition to equipment vendors, we depend on our service vendors for
radiofrequency engineering services, site acquisition services and build-to-
suit site construction services. If any of these service vendors fail to
perform on schedule, we may not be able to begin our PCS operations on schedule
in certain markets.

We anticipate that our subscribers will access wireless services in our
markets and throughout the AT&T Wireless Network by using tri-mode handsets. A
limited number of companies worldwide, including Ericsson, Motorola and Nokia
Corporation, currently manufacture and supply IS-136 TDMA tri-mode handsets in
commercial quantities. If our vendors fail to supply these handsets when
expected, we will be required to delay our launch of service in one or more
markets or offer our customers handsets without tri-mode capabilities. Without
tri-mode handsets, our customers will not be able to roam on both analog
cellular and digital cellular systems. While we believe we will be able to
purchase tri-mode handsets in sufficient quantity to launch our service as
planned, we may be unable to obtain these handsets from our vendors in the
quantities or at the prices we expect. In that event, our service, our business
and our operating results could be adversely affected.

If We Fail to Build Out the Remainder of Our PCS Network According to Our
Current Plan and Schedule, Our Growth May be Limited, Our Market Entry May be
Delayed, and Our Buildout Costs May Increase

If we are unable to implement our construction plan, we may also be unable
to provide, or may be delayed in providing, PCS service in certain of our
markets. To complete construction of our PCS network, we must first complete
the design of the network, acquire, purchase and install equipment, test the
network and relocate or otherwise accommodate microwave users currently using
the spectrum. Construction of our PCS network will also depend, to a
significant degree, on our ability to lease or acquire sites for the location
of our transmission equipment.

In areas where we are unable to co-locate our transmission equipment on
existing facilities, we will need to negotiate lease or acquisition agreements,
which may involve competitors as counterparties. In many cases, we will be
required to obtain zoning variances and other governmental approvals or
permits. In addition, because of concern over radiofrequency emissions

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and tower appearance, some local governments have instituted moratoria on
further construction of antenna sites until the respective health, safety and
historic preservation aspects of this matter are studied further. Accordingly,
we may be unable to construct our PCS network in any particular market in
accordance with our current construction plan and schedule. As a result, our
growth may be limited, our market entry may be delayed and the costs of
building out new markets may increase. Any one of these factors would be likely
to adversely affect our future operating performance in those markets.

Our Inability to Effectively Manage Our Planned Rapid Growth Could Adversely
Affect Our Operations

We have experienced rapid growth and development in a relatively short
period of time and expect to continue to experience rapid growth in the future.
The management of this growth will require, among other things, continued
development of our financial and management controls and management information
systems, stringent control of costs, increased marketing activities, ability to
attract and retain qualified management personnel and the training of new
personnel. We intend to hire additional personnel in order to manage our
expected growth and expansion. Failure to successfully manage our expected
rapid growth and development and difficulties in managing the buildout of our
network could have a material adverse effect on our business and operating
results.

The Technology Chosen by Us May Become Obsolete, Which Would Adversely Affect
Our Ability to be Competitive and May Result in Increased Costs to Adopt a New
Technology

The wireless telecommunications industry is experiencing significant
technological changes, as evidenced by the increasing pace of digital
installations in existing analog cellular systems, evolving industry standards,
ongoing improvements in the capacity and quality of digital technology, shorter
development cycles for new products and enhancements, and changes in consumer
requirements and preferences. Given the emerging nature of the PCS industry,
alternative technological and service advancements could materialize in the
future and prove viable, which could render the IS-136 TDMA technology employed
by us obsolete and, as a result, could have a material adverse effect on our
business and operating results. To remain competitive, we must develop or gain
access to new technologies in order to increase product performance and
functionality and to increase cost-effectiveness.

Our Digital PCS Technology May Not Gain Customer Acceptance, Which Would
Adversely Affect Our Ability to be Competitive and May Result in Increased
Costs to Adopt a New Technology

If subsequent to our deployment of IS-136 TDMA, consumers perceive that
another technology has marketplace advantages over IS-136 TDMA, we could
experience a competitive disadvantage or be forced to implement that technology
at substantially increased cost.

Three standards are being used by PCS providers in the United States: IS-
136 TDMA, CDMA and GSM. Although all three standards are digital transmission
technologies and thus share certain basic characteristics which differentiate
them from analog transmission technology, they are not compatible or
interchangeable with each other.

To roam in other markets where no PCS licensee utilizes the IS-136 TDMA
standard, our subscribers must utilize tri-mode handsets to use an analog or
digital cellular system in such markets. Generally, tri-mode handsets are more
expensive than single-or dual-mode handsets. The higher cost of these handsets
may impede our ability to attract subscribers or achieve positive cash flow as
planned.

It is anticipated that CDMA-based PCS providers will own licenses covering
virtually all of the United States population. Other PCS providers have
deployed GSM technology in many of our markets. GSM is the prevalent standard
in Europe.

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It is possible that a digital transmission technology other than IS-136
TDMA may gain acceptance in the United States sufficient to affect adversely
the resources currently devoted by vendors to improving IS-136 digital cellular
technology. Any differences that may from time to time exist between the
technology deployed by the other wireless telecommunications service providers,
such as CDMA, GSM or other transmission technology standards that may be
developed in the future, may affect customer acceptance of the services we
offer.

Third-Party Fraud Will Likely Cause Us to Incur Increased Operating Costs

As do most companies in the wireless industry, we will likely incur costs
associated with the unauthorized use of our network, including administrative
and capital costs associated with detecting, monitoring and reducing the
incidence of fraud. Fraud impacts interconnection costs, capacity costs,
administrative costs, fraud prevention costs and payments to other carriers for
unbillable fraudulent roaming.

Concerns That the Use of Wireless Handsets May Pose Health and Safety Risks May
Discourage the Use of Our PCS Handsets

Media reports have suggested that, and studies are currently being
undertaken to determine whether, radiofrequency emissions from cellular and PCS
wireless handsets may be linked with health risks, including cancer, and
interference with various electronic medical devices, including hearing aids
and pacemakers.

Concerns over radiofrequency emissions may discourage the use of wireless
communications devices, such as PCS handsets, which could adversely affect our
business. In addition, the FCC requires that certain transmitters, facilities,
operations, and mobile and portable transmitting devices used in PCS handsets
meet specific radiofrequency emission standards. Compliance with any new
restrictions could materially increase our costs. Concerns about radiofrequency
emissions may affect our ability to obtain licenses from government entities
necessary to construct microwave sites in certain locations.

Separately, governmental authorities may create new regulations concerning
hand-held phones, and our handsets may not comply with rules adopted in the
future. Noncompliance would decrease demand for our services. In addition, some
state and local legislatures have passed or are considering restrictions on
wireless phone use for drivers. The passage or proliferation of this or future
legislation could decrease demand for our services.

We cannot predict the effect of any governmental action concerning the
usage of mobile phones. In addition, measures aimed at wireless services
companies as opposed to users may be proposed or passed on the state or federal
level in the future. Governmental actions could materially adversely affect us
by requiring us to modify our operations or business plans in response to such
restrictions.

Our FCC Licenses May Be Revoked Under Certain Circumstances, and the Loss of
Any FCC Licenses Could Adversely Affect Our Business and Our Ability to Provide
PCS Service in Certain Markets

Our principal assets are PCS licenses issued by the FCC. The FCC has
imposed certain requirements on its licensees, including PCS operators. For
example, PCS licenses may be revoked by the FCC at any time for cause,
including failure to comply with the terms of the licenses, a violation of FCC
regulations, failure to continue to qualify for the licenses, malfeasance or
other misconduct. The loss of any license, or an action that threatens the loss
of any license, would have a material adverse effect on our business and our
operating results. We have no reason, however, to believe that any of our
licenses will be revoked or will not be renewed.

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C- and F-Block License Requirements. The FCC imposed certain additional
restrictions on its C- and F-Block licenses. Participants in the C- and F-Block
auctions, including our predecessors, Airwave Communications and Digital PCS,
which contributed our C- and F-Block licenses to us, were required to qualify
as an entrepreneur, as defined by the FCC. In addition, because Airwave
Communications and Digital PCS qualified as small businesses, as defined by the
FCC at the time of the C-Block auction and very small businesses, as defined by
the FCC at the time of the F-Block auction, they received substantial bidding
credits and became entitled to pay a large portion of the net purchase price
for their licenses over a ten-year period at special interest rates and terms,
including making payments of interest only for a period of time.

With respect to the C- and F-Block licenses, we believe that Airwave
Communications and Digital PCS satisfied the FCC's eligibility requirements for
those licenses. We intend to maintain diligently our qualification for those
licenses. If we do not comply with FCC rules, the FCC could fine us, revoke our
PCS licenses, accelerate our installment payment obligations, cause us to lose
bidding credits retroactively, or require a restructuring of our equity. Any of
these events could adversely affect our business and financing.

Network Buildout Requirements. All PCS licenses, including those
contributed to us by AT&T Wireless, Airwave Communications and Digital PCS, are
subject to the FCC's buildout requirements. We have developed a buildout plan
that we believe meets all FCC requirements. However, we may be unable to meet
our buildout schedule. If there are delays in implementing our network
buildout, the FCC could reassess our authorized service area or, in extreme
cases, it may revoke our licenses or impose fines.

Foreign Ownership Limitations. The current restrictions on foreign
ownership could adversely affect our ability to attract additional equity
financing from entities that are, or are owned by, foreign interests. We
believe that we do not have foreign ownership in excess of applicable limits.
However, if our foreign ownership were to exceed the then-applicable limits in
the future, the FCC could revoke our PCS licenses or order an ownership
restructuring.

Because We Face Broad and Evolving Government Regulation, We May Have to Modify
Our Business Plans or Operations in the Future, and We May Incur Increased
Costs to Comply with New Regulations

The licensing, construction, operation, sale and interconnection
arrangements of wireless telecommunications systems are regulated to varying
degrees by the FCC, Congress and state and local regulatory agencies. This
regulation is continually evolving. There are a number of issues as to which
regulation has been or in the future may be introduced, including those
regarding interference between different types of wireless telecommunications
systems and the effect of wireless telecommunications equipment on medical
equipment and devices. As new regulations are promulgated on these or other
subjects, we may be required to modify our business plans or operations to
comply with them. It is possible that the FCC, Congress or any state or local
regulatory agency having jurisdiction over our business will adopt or change
regulations or take other actions that could adversely affect our business and
our operating results.

The Telecommunications Act of 1996 mandated significant changes in existing
regulation of the telecommunications industry to promote competitive
development of new service offerings, to expand public availability of
telecommunications services and to streamline regulation of the industry.
Nevertheless, the implementation of these mandates by the FCC and state
authorities will involve numerous changes in established rules and policies
that could adversely affect our business.

The government financing for C- and F-Block licenses is evidenced by an FCC
installment payment plan note and a security agreement for each license we
acquired in the C- and F-Block

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auctions. Terms and conditions of the FCC notes have not yet been definitively
interpreted, including, among other things, matters involving collateral and
the assignability of PCS licenses.

If We Fail to Satisfy FCC Control Group Requirements, We May Lose Our C- and F-
Block Licenses, Which Could Adversely Affect Our Business and Our Ability to
Provide PCS Service in Certain Markets

To retain the C- and F-Block licenses and the favorable government
financing granted to us, we must maintain our designated entity status as an
entrepreneur and small business or very small business. To maintain all of the
benefits of our designated entity status, our control group and qualifying
investors must retain certain minimum stock ownership and control of our voting
stock, as well as legal and actual control of us for five years from the date
of grant of our C- and F-Block PCS licenses, subject to possible unjust
enrichment obligations for ten years. The FCC has indicated that it will not
rely solely on legal control in determining whether the control group and its
qualifying investors are truly in control of an entity. Even if the control
group and the qualifying investors hold the requisite percentages of equity and
voting control, the FCC may still inquire to determine whether actual control
exists.

Because A Significant Portion of Our Assets Are Intangible They May Have Little
Value Upon a Liquidation

Our assets consist primarily of intangible assets, principally FCC
licenses, the value of which will depend significantly upon the success of our
PCS network business and the growth of the PCS and wireless communications
industries in general. If we default on our indebtedness or upon our
liquidation, the value of these assets may not be sufficient to satisfy our
obligations. We had a net tangible book value deficit of $334.6 million
attributable to our common stock as of September 30, 1999.

Our Use of the SunCom Brand Name for Marketing May Link Our Reputation With
Those of the Other SunCom Companies and May Expose Us to Litigation

We use the SunCom brand name to market our products and services in
conjunction with two other members of the AT&T Wireless Network, TeleCorp PCS
and Triton PCS, in order to broaden our marketing exposure and share the costs
of advertising. It is possible that our reputation for quality products and
services under the SunCom brand name will be associated with the reputation of
TeleCorp PCS and Triton PCS, and any unfavorable consumer reaction to our
wireless partners using the SunCom brand name could adversely affect our own
reputation.

The State of Florida has contacted AT&T Wireless concerning Florida's
alleged rights in the trademark SunCom. Florida uses the trademark SunCom for a
communications network used solely by state agencies in Florida and certain
not-for-profit entities that conduct a threshold level of business with the
state. If we are not successful in reaching an amicable resolution with Florida
regarding the SunCom trademark, we may need to litigate to determine the scope
of the rights of the state with respect to the SunCom trademark. The outcome of
any litigation is uncertain, and we may not have a continuing right to use the
SunCom brand name in the areas in which Florida has done business under the
SunCom trademark.

Year 2000 Issues Could Cause Interruption or Failure of Our Computer Systems

We use a significant number of computer systems and software programs in
our operations, including applications used in support of our PCS network
equipment and various administrative functions. Although we believe that our
computer systems and software applications contain source code that is able to
interpret appropriately dates after December 31, 1999, our failure to make or
obtain necessary modifications to our systems and software could result in
systems interruptions or failures that could have a material adverse effect on
our business.

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We do not anticipate that we will incur material expenses to make our
systems Year 2000 compliant. However, unanticipated costs necessary to avoid
potential systems interruptions could exceed our present expectations and
consequently have a material adverse effect on our business. In addition, if
our key equipment and service providers fail to make their respective computer
systems and software programs Year 2000 compliant, then such failure could have
a material adverse effect on our business. See "Management's Discussion and
Analysis--Year 2000".

A Limited Number of Stockholders Control Us, and Their Interests May be
Different from Yours

Messrs. Mounger and Martin will continue to control 53.2% of our total
voting power after the offerings through their ownership of the Voting
Preference common stock and other shares. In addition, AT&T Wireless, Conseco,
Inc., Dresdner Kleinwort Benson Private Equity Partners L.P., Triune PCS, LLC,
MF Financial and Southern Farm Bureau Life Insurance Co. will control
approximately 33.8% of our total voting power, in the aggregate, after the
offerings. These stockholders and certain of their affiliates, together have
the power to elect all of our directors. They have agreed in a stockholders'
agreement to arrangements for the nomination of directors and to vote their
shares together to elect all of the nominees selected by them under the
stockholders' agreement. As a result of their stock ownership, these
stockholders and our management will have the ability to control our future
operations and strategy. They will also be able to effect or prevent a sale or
merger or other change of control of our company. In addition, by virtue of
their ownership of Voting Preference common stock, Messrs. Mounger and Martin
can control the outcome of any matter that requires a vote of a majority of the
common stock and can prevent the approval of any matter that requires a
supermajority vote of the common stock.

Conflicts of interest between these stockholders and management
stockholders and our public stockholders may arise with respect to sales of
shares of Class A or Class B common stock owned by our initial investors and
management stockholders or other matters. For example, sales of shares by our
initial investors and management stockholders could result in a change of
control under our bank facility, which would constitute an event of default
under the bank facility, and under our senior subordinated discount note
indenture, which would require us to offer to repurchase those notes. In
addition, the interests of our initial investors and other existing
stockholders regarding any proposed merger or sale may differ from the
interests of our new public stockholders, especially if the consideration to be
paid for the Class A and Class B common stock in a merger or sale is less than
the price paid by public stockholders in this offering.

Anti-Takeover Provisions Affecting Us Could Prevent or Delay a Change of
Control That You May Favor

Provisions of our restated certificate of incorporation and our bylaws that
will become effective upon the closing of this offering, provisions of our debt
instruments and other agreements, and provisions of applicable Delaware law and
applicable federal and state regulations may discourage, delay or prevent a
merger or other change of control that stockholders may consider favorable. The
provisions of our restated certificate of incorporation or bylaws, among other
things, will:

. divide our board of directors into three classes, with members of each
class to be elected in staggered three-year terms;

. limit the right of stockholders to remove directors;

. regulate how stockholders may present proposals or nominate directors
for election at annual meetings of stockholders; and

. authorize our board of directors to issue preferred stock in one or
more series, without stockholder approval.

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These provisions could:

. have the effect of delaying, deferring or preventing a change in
control of our company;

. discourage bids for our Class A common stock at a premium over the
market price;

. lower the market price of, and the voting and other rights of the
holders of, our Class A common stock; or

. impede the ability of the holders of our Class A common stock to
change our management.

In addition, our stockholders' agreement, bank facility and senior
subordinated note indenture contain limitations on our ability to enter into
change of control transactions. See "Certain Relationships and Related
Transactions", "Description of Indebtedness" and "Description of Capital
Stock--Anti-Takeover Effects of Certain Provisions of Delaware Law and our
Amended and Restated Certificate of Incorporation and Bylaws."

Our business is subject to regulation by the FCC and state regulatory
commissions or similar state regulatory agencies in the states in which we
operate. This regulation may prevent some investors from owning our securities,
even if that ownership may be favorable to us. The FCC and some states have
statutes or regulations that would require an investor who acquires a specified
percentage of our securities or the securities of one of our subsidiaries to
obtain approval to own those securities from the FCC or the applicable state
commission.

Our Stock Price Is Likely to be Volatile

Prior to this offering, you could not buy or sell our Class A common stock
publicly. The market price of our Class A common stock is likely to be volatile
and could be subject to wide fluctuations in response to factors such as the
following, some of which are beyond our control:

. quarterly variations in our operating results;

. operating results that vary from the expectations of securities
analysts and investors;

. changes in expectations as to our future financial performance,
including financial estimates by securities analysts and investors;

. changes in law and regulation;

. announcements by third parties of significant claims or proceedings
against us;

. changes in market valuations of other PCS companies;

. announcements of technological innovations or new services by us or
our competitors;

. announcements by us or our competitors of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital
commitments;

. additions or departures of key personnel;

. future sales of our Class A common stock; and

. stock market price and volume fluctuations.

Additional Shares of Our Class A and Class B Common Stock Will be Eligible for
Public Sale in the Future and Could Cause Our Stock Price to Drop, Even If Our
Business Is Doing Well

After this offering and the concurrent offering to certain of our existing
stockholders, we will have 125,591,891 shares of Class A and Class B common
stock outstanding, or 126,998,141 shares if the underwriters' option to
purchase additional shares is exercised in full, and we have reserved an
additional 5,977,480 shares of Class A common stock for issuance under our 1999
Stock Option

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Plan and our Non-employee Directors Plan, 1,839,925 of which have been granted
as of the date of this offering. After the concurrent offering, we will have
2,927,120 shares of Class B common stock outstanding, assuming an initial
public offering price of $18.00 per share. Our Class B common stock is
convertible into our Class A common stock at any time on a one-for-one basis
and is identical to our Class A common stock except that the Class B common
stock generally does not have voting rights. In addition, 18,463,121 shares of
our Class A common stock and 1,249,207 shares of Class D common stock may be
issued upon conversion of our Series D preferred stock at any time at the
option of the holders. The shares sold in this offering, except for any shares
purchased by our affiliates, may be resold in the public market immediately.
The remaining shares of our outstanding Class A common stock and the shares
sold in the concurrent offering, representing approximately 88.8% of our
outstanding common stock, or 87.5% if the underwriters' option to purchase
additional shares is exercised in full, will become available for resale in the
public market from time to time subject to the limitations discussed under
"Shares Eligible for Future Sale".

As restrictions on resale end, the market price could drop significantly if
the holders of these restricted shares sell them or are perceived by the market
as intending to sell them.

You Will Experience Immediate and Substantial Dilution

We expect the initial public offering price and, consequently, the price in
the concurrent offering to certain of our existing stockholders will be
substantially higher than the net tangible book value of each outstanding share
of common stock. Purchasers of common stock in this offering and the concurrent
offering will suffer immediate and substantial dilution. The dilution will be
$17.14 per share in the net tangible book value of the Class A common stock
issued in the initial public offering and $15.88 per share in the net tangible
book value of the Class A and Class B common stock issued the concurrent
offering, in each case assuming an initial public offering price of $18.00 per
share.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS AND MARKET DATA

This prospectus contains forward-looking statements, including statements
regarding, among other items:

. future earnings and other operating results,

. the estimated cost and timing of our network buildout,

. competition and

. prospects and trends of the wireless industry.

Other statements contained in this prospectus are forward-looking
statements and are not based on historical fact, such as statements containing
the words "believes", "may", "will", "estimates", "continue", "anticipates",
"intends", "expects" and words of similar import.

These forward-looking statements are subject to risks, uncertainties and
assumptions, including those discussed in "Risk Factors", "Management's
Discussion and Analysis", "Business" and elsewhere in this prospectus.

Actual results may differ materially from those projected. We believe that
our estimates are reasonable; but you should not unduly rely on these
estimates, which are based on our current expectations. We undertake no
obligation to update any forward-looking statement or statements to reflect
events or circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events. New factors emerge from time to
time, and it is not possible for us to predict all of these factors. Further,
we cannot assess the impact of each such factor on our business or the extent
to which any factor, or combination of factors, may cause actual results to be
materially different from those contained in any forward-looking statements. We
make no representation, warranty (express or implied) or assurance as to the
completeness or accuracy of these projections and, accordingly, neither express
an opinion or any other form of assurance regarding them.

We base forward-looking statements in this prospectus upon the following
assumptions, among others, and they may be incorrect:

. We will not incur any unanticipated costs in the construction of our
network.

. We will be able to compete successfully in each of our markets.

. Demand for our services will meet wireless communications industry
projections.

. Our network will satisfy the requirements described in our agreements
with AT&T and support the services we expect to provide.

. We will be successful in working with AT&T and the other SunCom
companies, as well as with other providers of wireless communications
services and roaming partners, to ensure effective marketing of our
network and the services we intend to offer.

. There will be no change in any governmental regulation or the
administration of existing governmental regulations that requires a
material change in the operation of our business.

If one or more of these assumptions is incorrect, our actual business,
operations and financial results may differ materially from the expectations,
expressed or implied, in the forward-looking statements. Do not place undue
reliance on any forward-looking statements.

Market data used throughout this prospectus is based on our good faith
estimates. Our estimates are based upon our review of internal surveys,
independent industry publications and other publicly available information.

19
<PAGE>

CONCURRENT OFFERING

Certain of our existing stockholders have agreed, as of the date of this
prospectus, to purchase an aggregate of 3,975,507 shares of our Class A and
Class B common stock, assuming an initial public offering price of $18.00 per
share. These stockholders will purchase these shares at a price per share equal
to the initial public offering price less an amount equal to the underwriting
discount we will pay to the underwriters in this offering. See "Principal
Stockholders". We are offering these shares by a separate prospectus in a
concurrent offering. These shares will be subject to a lock-up provision set
forth in our Stockholders' Agreement, which prohibits these stockholders from
selling their shares until January 7, 2002, subject to limited exceptions. See
"Shares Eligible for Future Sale--Lock-up Agreements". Consummation of the
concurrent offering is conditioned upon the closing of this offering. The
concurrent offering is being made as a result of the exercise by these existing
stockholders of their rights of participation in our initial public offering.
These rights are set forth in our Stockholders' Agreement. See "Joint Venture
Agreements with AT&T Wireless--Stockholders' Agreement--Right of
Participation".

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the shares of Class A
common stock in the initial public offering will be approximately $155.4
million at an estimated initial public offering price of $18.00 per share and
after deducting the estimated underwriting discounts and estimated offering
expenses. If the underwriters exercise in full their option to purchase
additional shares, we estimate that our net proceeds in the initial public
offering will be approximately $179.0 million. We estimate the net proceeds in
the concurrent offering to certain of our existing stockholders will be
approximately $66.6 million.

We expect to use the net proceeds of this offering and the concurrent
offering for general corporate purposes, including capital expenditures in
connection with the construction of our PCS services network, sales and
marketing activities and working capital. We anticipate spending approximately
$175 million in the fourth quarter of 1999 and a total of approximately $320
million in 2000 and 2001 on network construction, although actual amounts
expended may vary significantly depending upon the progress of the construction
and other factors. These capital expenditures are expected to be funded through
a combination of the proceeds of this offering and the concurrent offering,
cash on hand and available bank credit facilities.

A portion of the net proceeds may also be used for acquisitions. Although
we have no agreements or commitments with respect to any such acquisition, from
time to time we evaluate opportunities and enter into discussions regarding
possible acquisitions of licenses and properties that will complement or extend
our existing operations. We do not currently expect that we would acquire
licenses in any new market unless we were able to extend the AT&T agreements to
cover our operations in the market.

Pending these uses, the net proceeds of this offering and the concurrent
offering will be invested in short-term, interest-bearing government or
investment grade securities.

20
<PAGE>

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock and
do not anticipate paying any dividends on our common stock in the foreseeable
future. Our Voting Preference common stock is not entitled to receive
dividends. We currently intend to retain future earnings, if any, to finance
the expansion of our business. Any future determination to pay dividends will
be at the discretion of our board of directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, contractual restrictions, business prospects and other factors that
the board of directors considers relevant. Our ability to pay dividends is
restricted by the terms of our preferred stock, our indenture and our bank
facility. See "Description of Capital Stock" and "Description of Certain
Indebtedness".

21
<PAGE>

CAPITALIZATION

The following table sets forth our consolidated capitalization as of
September 30, 1999 on an actual, unaudited basis, and on an as adjusted basis
to give effect to

. the sale of shares of Class A common stock in this offering at an
assumed initial public offering price of $18.00 per share, which is
the midpoint of the initial public offering price range set forth on
the cover of this prospectus, and the sale of shares of Class A and
Class B common stock to certain of our existing stockholders at an
assumed offering price of $16.74 per share,

. the conversion of all of our outstanding Series C preferred stock into
shares of Class A and Class D common stock prior to the closing of
this offering, and

. the return of shares of our capital stock as a result of changes in
terms of employment.

The following table should be read in conjunction with "Management's Discussion
and Analysis" and our consolidated financial statements and accompanying notes
thereto included elsewhere in this prospectus.

<TABLE>
<CAPTION>
September 30, 1999
---------------------
Actual As Adjusted
-------- -----------
(in thousands)
--------------
<S> <C> <C>
Cash and cash equivalents ............................... $485,684 $ 707,672
======== ==========
Long-term debt:
Bank facility.......................................... $300,000 $ 300,000
FCC debt............................................... 41,666 41,666
Senior subordinated discount notes..................... 210,093 210,093
-------- ----------
Total long-term debt................................. 551,759 551,759
-------- ----------
Series A 10% redeemable convertible preferred stock...... 97,301 97,301
-------- ----------
Stockholders' equity:
Preferred stock, par value--$0.01 per share; authorized
3,100,000 shares:
Series B preferred stock, no shares issued and
outstanding......................................... -- --
Series C preferred stock, 184,233 shares issued and
outstanding and no shares outstanding on an as
adjusted basis...................................... 174,658 --
Series D preferred stock, 46,374 shares issued and
outstanding and on an as adjusted basis............. 46,374 46,374
Common Stock, par value--$0.01 per share; authorized
1,016,000,009 shares:
Class A common stock, 13,502,124 shares issued and
outstanding and 96,609,191 shares outstanding on an
as adjusted basis................................... -- 966
Class B common stock, no shares issued and
outstanding and 2,927,120 shares outstanding on an
as adjusted basis................................... -- 29
Class C common stock, 2,070,672 shares issued and
outstanding and 1,380,448 shares outstanding on an
as adjusted basis................................... -- 14
Class D common stock, no shares issued and
outstanding and 4,962,804 shares outstanding on an
as adjusted basis................................... -- 50
Voting Preference common stock, nine shares issued
and outstanding and six shares outstanding on an as
adjusted basis...................................... -- --
Additional paid-in capital 4,500 400,087
Deficit accumulated during the development stage....... (50,292) (50,292)
-------- ----------
Total stockholders' equity........................... 175,240 397,228
-------- ----------
Total capitalization............................... $824,300 $1,046,288
======== ==========
</TABLE>

22
<PAGE>

DILUTION

If you invest in our Class A or Class B common stock, your interest will be
diluted by an amount equal to the difference between the public offering price
per share of Class A and Class B common stock and the net tangible book deficit
per share of common stock after this offering and the concurrent offering to
certain of our existing stockholders.

Prior to this offering and the concurrent offering, our pro forma net
tangible book deficit as of September 30, 1999 was approximately $113.6
million, or $1.01 per share of common stock. Pro forma net tangible book
deficit represents the amount of total tangible assets less total liabilities
and redeemable convertible preferred stock, divided by the number of shares of
common stock outstanding, assuming conversion of all outstanding shares of
Series C and Series D preferred stock into Class A and Class D common stock.
Without taking into account any other changes in the net tangible book deficit
after September 30, 1999, other than to give effect to our sale of the shares
of Class A common stock offered hereby at an assumed initial public offering
price of $18.00 per share and the Class A and Class B common stock offered in
the concurrent offering at an assumed price of $16.74 per share and our receipt
of the estimated net proceeds therefrom, our pro forma net tangible book value
as of September 30, 1999 would have been approximately $108.4 million or $0.86
per share. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share of Class A
common stock................................................ $18.00
Pro forma net tangible book deficit per share of common stock
at September 30, 1999....................................... $(1.01)
Increase in pro forma net tangible book value per share of
common stock attributable to new investors in this offering
and the concurrent offering................................. 1.87
-------
Pro forma net tangible book value per share of common stock
after this offering and the concurrent offering............. 0.86
------
Dilution in pro forma net tangible book value per share of
common stock to new investors............................... $17.14
======
</TABLE>

The foregoing discussion assumes no exercise of any options after the date
of this offering. As of the date of this offering, an aggregate of 1,839,925
shares of Class A common stock were issuable upon the exercise of outstanding
employee options issued under our 1999 Stock Option Plan and director options
issued under our Non-employee Directors Plan, at an exercise price of $18.00
per share. If all options outstanding as of the date of this offering were
exercised, the net tangible book value per share immediately after completion
of this offering would be $141.6 million. This represents an immediate dilution
in net tangible book value of $16.89 per share to purchasers of Class A common
stock in this offering.

23
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected financial data for the periods indicated have been
derived from our consolidated financial statements which statements, except for
the nine-month periods ended September 30, 1998 and 1999, the related balance
sheet data as of September 30, 1999 and the period from inception to September
30, 1999, have been audited by KPMG Peat Marwick LLP, independent certified
public accountants, whose report thereon, other than operations for the period
from inception through December 31, 1995 and balance sheets at December 31,
1995 and 1996, appears elsewhere in this prospectus. The unaudited financial
data referred to above includes, in the opinion of management, all necessary
adjustments required for a fair presentation of the data. The results of
operations for the nine months ended September 30, 1999 are not necessarily
indicative of results to be anticipated for the entire year. The selected
financial data should be read in conjunction with "Management's Discussion and
Analysis" and our consolidated financial statements and notes thereto included
elsewhere in this prospectus.
<TABLE>
<CAPTION>
Cumulative
Period From amounts Cumulative
inception since amounts since
to inception at Nine months ended inception at
December 31, Years ended December 31, December 31, September 30, September 30,
------------ -------------------------- ------------ ------------------- -------------
1995 1996 1997 1998 1998 1998 1999 1999
------------ ------- ------- -------- ------------ ------- ---------- -------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statements of Operations
Data:
Revenues............... $ -- $ -- $ -- $ -- $ -- $ -- $ 179 $ 179
----- ------- ------- -------- -------- ------- ---------- --------
Operating expenses:
Cost of services and
equipment............. -- -- -- -- -- -- 189 189
Plant.................. -- 4 104 1,939 2,047 504 8,931 10,977
General and
administrative........ 121 1,481 3,123 4,947 9,672 3,208 17,414 27,085
Other.................. -- 7 48 800 855 201 12,222 13,077
----- ------- ------- -------- -------- ------- ---------- --------
Total operating
expenses.............. 121 1,492 3,275 7,686 12,574 3,913 38,756 51,328
----- ------- ------- -------- -------- ------- ---------- --------
Operating loss......... (121) (1,492) (3,275) (7,686) (12,574) (3,913) (38,577) (51,149)
Interest income........ 1 31 121 77 230 39 10,451 10,679
Interest expense and
financing cost........ -- -- -- (722) (722) -- (14,268) (14,990)
----- ------- ------- -------- -------- ------- ---------- --------
Loss before
extraordinary item and
income taxes.......... (120) (1,461) (3,154) (8,331) (13,066) (3,874) (42,394) (55,460)
Income tax benefit..... -- -- -- -- -- -- 13,638 13,638
----- ------- ------- -------- -------- ------- ---------- --------
Loss before
extraordinary item.... (120) (1,461) (3,154) (8,331) (13,066) (3,874) (28,756) (41,822)
Extraordinary item --
Loss on return of
spectrum.............. -- -- -- (2,414) (2,414) (2,414) -- (2,414)
----- ------- ------- -------- -------- ------- ---------- --------
Net loss............... (120) (1,461) (3,154) (10,745) (15,480) (6,288) (28,756) (44,236)
Accrual of dividends on
Series A redeemable
preferred stock....... -- -- -- -- -- -- (6,632) (6,632)
----- ------- ------- -------- -------- ------- ---------- --------
Net loss available to
common shareholders... $(120) $(1,461) $(3,154) $(10,745) $(15,480) $(6,288) $ (35,388) $(50,868)
===== ======= ======= ======== ======== ======= ========== ========
Basic and diluted net
loss per common
share(1).............. $ (2.32)
==========
Weighted average common
shares
outstanding(1)........ 15,224,891
==========
Pro forma basic and
diluted net loss per
common share(1)....... $ (0.38)
==========
Pro forma weighted
average common shares
outstanding(1)........ 93,537,315
==========
</TABLE>
- -------
(1) Weighted average common shares outstanding above were calculated assuming
that the Class A and Class C common shares were issued and split on January
1, 1999. Pro forma weighted average common shares outstanding were
calculated assuming that Series C preferred stock was converted to Class A
and Class D common stock on January 1, 1999. Per share information is not
included for periods prior to 1999 because our predecessor companies were
limited liability companies with different capital structures.

24
<PAGE>

<TABLE>
<CAPTION>
December 31,
------------------------------- September 30,
1995 1996 1997 1998 1999
------ ------- -------- ------- -------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents...... $ 400 $ 32 $ 1,763 $ 846 $485,684
Other current assets........... 4,501 5,000 285 960 9,453
Property and equipment, net.... -- 10 13 13,816 132,075
FCC licensing costs............ 40 62,503 99,425 71,466 199,440
Intangible assets, net......... 3 186 1,027 1,933 89,354
Other assets................... -- -- -- -- 15,466
------ ------- -------- ------- --------
Total assets................... $4,944 $67,731 $102,513 $89,021 $931,472
====== ======= ======== ======= ========
Total current liabilities...... $3,425 $ 8,553 $ 8,425 $32,911 $ 54,592
Long-term debt................. -- 53,504 77,200 51,599 551,078
Other non-current liabilities.. -- -- 8,126 6,494 53,261
Total Series A redeemable
preferred stock............... -- -- -- -- 97,301
Total stockholders' equity
(deficit)..................... 1,519 5,674 8,762 (1,983) 175,240
------ ------- -------- ------- --------
Total liabilities and
stockholders' equity.......... $4,944 $67,731 $102,513 $89,021 $931,472
====== ======= ======== ======= ========
</TABLE>

25
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our consolidated
financial statements and notes thereto, which are included elsewhere in this
prospectus. See also "Information Regarding Forward Looking Statements and
Market Data".

General

We are an AT&T Wireless affiliate with licenses to provide PCS services to
approximately 14.0 million people in contiguous markets in the south-central
United States. While we are a development stage enterprise with limited
operations, have had no significant revenues and expect to have significant
operating losses in our initial stages of operations, we have recently begun to
provide wireless services in six of our major markets. In January 1999, we
entered into our affiliation agreement with AT&T Wireless, our largest equity
stockholder with 21.9% ownership of our company prior to this offering. We have
also joined with two other AT&T Wireless affiliates to operate under a common
regional brand name, SunCom. We provide our PCS services as a member of the
AT&T Wireless Network, serving as the preferred roaming provider to AT&T
Wireless' digital customers in virtually all of our markets and co-branding our
services with the AT&T and SunCom brands and logos, giving equal emphasis to
each.

We have incurred significant expenditures in conjunction with our
organization and financing, PCS license acquisitions, hiring key personnel and
the design and construction of our PCS network facilities. We have commenced
commercial PCS services in six markets and intend to launch commercial
operations in eight of our ten largest markets by the end of 1999. We intend to
commence commercial PCS service in all of our major population and business
centers by the end of 2000. The timing of launch in individual markets will be
determined by various factors, principally the success of our site acquisition
program, zoning and microwave relocation activities, equipment delivery
schedules and local market and competitive considerations. We expect to be able
to provide service to over 50% of the Pops in our license area by the end of
1999 and to over 98% by the end of 2000. Thereafter, we will evaluate further
coverage expansion on a market-by-market basis.

The extent to which we are able to generate operating revenues and earnings
will be dependent on a number of business factors, including successfully
deploying the PCS network and attaining profitable levels of market demand for
our products and services.

Revenues

We will generate substantially all of our revenues from the following
services:

. Service. We will sell wireless personal communications services. The
various types of service revenue associated with personal
communications services for our subscribers will include monthly
recurring charges and monthly non-recurring airtime charges for local,
long distance and roaming airtime used in excess of pre-subscribed
usage. Our customers' charges are dependent on their rate plans, based
on the number of pooled minutes included in their plans. Service
revenue will also include monthly non-recurring airtime usage
associated with our prepaid subscribers and non-recurring activation
and de-activation service charges.

. Equipment. We will sell wireless PCS handsets and accessories that are
used by our customers in connection with our wireless services.

. Roaming. We will charge monthly, non-recurring, per minute fees to
other wireless companies whose customers use our network facilities to
place and receive wireless services.

26
<PAGE>

Industry statistics indicate that average revenue per unit (ARPU) for the
wireless communications business has declined substantially over the period
1993-1998. Although this decline has stabilized recently, management believes
that some deterioration in ARPU will continue. Management also believes that
certain direct operating costs, including billing, interconnect, roaming and
long distance charges will decline. However, our ability to improve our margins
will depend primarily on our ability to manage our variable costs, including
selling, general and administrative expense and costs per new subscriber.

A particular focus of our strategy is to reduce subscriber churn. Industry
data suggest that those providers, including PCS providers, that have offered
poor or spotty coverage, poor voice quality, unresponsive customer care or
confusing billing suffer higher than average churn rates. Accordingly, we will
launch service in a new market only after we believe that comprehensive and
reliable coverage and service can be maintained in that market. In addition, we
have designed our billing system to provide simple and understandable options
to our subscribers and to permit subscribers to select a flexible billing
cycle.

We will also focus resources on a proactive subscriber retention program,
strict credit policies and alternative methods of payment for credit-challenged
customers. However, future PCS churn rates may be higher than historical rates
due to the increase in number of competitors and expanded marketbase.

Cost of Services and Equipment

Our cost of services and equipment has consisted of, and we expect, will
continue to consist of, the following:

Equipment. We purchase personal communications handsets and accessories
from third party vendors to resell to our customers for use in connection with
our services. The cost of handsets has been, and is expected to remain, higher
than the resale price to the customer. This cost is recorded as a cost of
services and equipment. We do not manufacture any of this equipment.

Roaming Fees. We pay fees to other wireless communications companies based
on airtime usage of our customers on other communications networks. It is
expected that reciprocal roaming rates charged between our company and other
carriers will decrease.

Variable Interconnect. We pay monthly charges associated with the
connection of our network with other carriers' networks. These fees are based
on minutes of use by our customers. This is known as interconnection.

Variable Long Distance. We pay monthly usage charges to other
communications companies for long distance service provided to our customers.
These variable charges are based on our subscribers' usage, applied at pre-
negotiated rates with the other carriers.

Operating Expenses

Our operating expenses have consisted of, and we expect will continue to
consist of, the following costs:

Plant. Our plant expense includes engineering operations and support, field
technicians, network implementation support, and engineering management. This
expense also includes monthly recurring charges directly associated with the
maintenance of network facilities and equipment. Plant expense is expected to
increase as we expand our coverage and add subscribers.

General and administrative. Our general and administrative expense includes
customer service, billing, information technology, finance, accounting, human
resources and legal services. We expect general and administrative expense to
increase as we expand our coverage and add subscribers.

27
<PAGE>

Stock Based Compensation. We have issued a total of 12,362,272 shares of
our Class A and Class C common stock to members of our management, primarily in
connection with the formation of the joint venture with AT&T Wireless. These
shares are subject to repurchase agreements, which are considered a "variable
stock plan" under generally accepted accounting principles. Under the
repurchase agreements, the management holders will pay $2.50 per share for
these shares, payable by surrendering shares to us valued at their fair value.
Assuming the initial public offering price of our Class A common stock, and the
closing price on December 31, 1999, are each $18.00 per share, we will record
non-cash compensation expense of approximately $108.9 million in December 1999
relating to the earned portion of the stock issued to management. Assuming our
Class A common stock continues to have a fair value of $18.00 per share, we
would record additional non-cash compensation expense related to these shares
for the period from 2000 through 2004 of approximately $82.7 million. Non-cash
compensation expense related to these shares will be a variable, quarterly
expense depending on the fair value of these shares. Any increase or decrease
in fair value, above or below $18.00 per share for the Class A common stock
would result in non-cash compensation expense for the period from 2000 through
2006 in amounts greater than or less than the above amount. Any increases could
be substantial.

Inasmuch as these additional charges for compensation expense are non-cash
charges, these expenses would not affect the amount of earnings before
interest, income taxes, depreciation and amortization, or EBITDA, we report in
the future. We define EBITDA as total revenues less cost of services and
equipment, plant expenses, general and administrative expenses and sales and
marketing expenses. These expenses would exclude non-cash stock based
compensation. Other companies may define EBITDA differently. EBITDA, as we have
defined it, is not a measure of performance under generally accepted accounting
principles and should not be construed as a substitute for consolidated net
earnings (loss) as a measure of performance, or as a substitute for cash flow
as a measure of liquidity. Management believes EBITDA is important because it
provides useful information regarding the company's ability to incur and
service debt.

Sales and marketing. Our sales and marketing expense includes salaries and
benefits, commissions, advertising and promotions, retail distribution, sales
training, and direct and indirect support. Sales and marketing expense will
increase as we expand our coverage and add subscribers.

Depreciation and Amortization. Property and equipment are depreciated using
the straight-line method, generally over three to seven years, based upon the
estimated useful lives of the respective assets. Leasehold improvements are
depreciated over the term of the lease. Network development costs are
capitalized and are depreciated generally over seven years beginning as PCS
service is commenced in each of our markets.

PCS license costs are amortized over 40 years beginning as PCS service is
commenced in each of our markets. The AT&T agreements, including the Network
Membership License Agreement and the Intercarrier Roamer Service Agreement, are
amortized over the lives of the agreements, 10 years and 20 years,
respectively, beginning in January 1999.

Interest Income (Expense). Interest income is earned primarily on our cash
equivalents and restricted cash. Interest expense through September 1999
consists of interest due on our senior credit facilities, high yield debt and
debt owed to the U.S. government related to our licenses.

Results of Operations

Nine-Month Periods Ended September 30, 1998 and September 30, 1999

Our net loss was $6.3 million for the nine months ended September 30, 1998,
as compared to a net loss of $28.8 million for the nine months ended September
30, 1999. We launched commercial

28
<PAGE>

service in the Jackson, Mississippi market in the third quarter of 1999, and
until that time had no revenues. The expenses incurred to date primarily relate
to developing an infrastructure and hiring staffing to support the future
services we will provide.

Revenues. Revenues for the nine months ended September 30, 1999 were
$179,000. Revenues consist primarily of revenues derived from service to our
customers, roaming services provided to customers of other carriers, and the
sale of handsets and accessories. We launched commercial service in the
Jackson, Mississippi market in September 1999. We had not previously recognized
any revenues.

Operating Expenses. Cost of services and equipment was $189,000 for the
nine months ended September 30, 1999. Cost of services and equipment includes
primarily the cost of equipment sold to customers, costs paid to other carriers
for roaming services and long-distance charges incurred by customers on the
system.

Plant expenses were $504,000 and $8.9 million for the nine months ended
September 30, 1998 and 1999, respectively. Plant expenses include primarily the
cost of engineering and operating staff devoted to the oversight of the design
and implementation of our network, site lease expenses and construction site
office expenses.

We expect that the majority of our future plant expenses will consist of
costs relating to operating the network, including the cost of interconnection
to wireline and other wireless networks, cell site lease costs, network
personnel and repair and maintenance. We expect plant expense to increase
during the remainder of 1999 as we begin commercial operation of our network in
various markets.

Our general and administrative expense includes customer service, billing,
information technology, finance, accounting, human resources and legal
services. General and administrative expenses increased from $3.2 million for
the nine-month period ended September 30, 1998 to $17.4 million for the nine-
month period ended September 30, 1999. The increase was due primarily to
increased staffing in various departments, including information technology,
billing and customer care, accounting, human resources and other administrative
functions, incurred in the preparation for commercial launch of our network in
1999, as well as costs related to our redefined employment agreement with
Mr. Sullivan totaling $5.8 million recorded in the third quarter of 1999.

Effective September 1, 1999, we and Jerry M. Sullivan entered into an
agreement to redefine Mr. Sullivan's relationship with us. Mr. Sullivan has
resigned as one of our officers and directors. Mr. Sullivan will retain the
title Executive Vice President through December 31, 2001; however, under the
agreement, he is not permitted to represent us nor will he perform any
functions for us. As part of the agreement, Mr. Sullivan will also receive an
annual salary of $225,000 and an annual bonus of $112,500 through December 31,
2002. Mr. Sullivan will be fully vested in 1,800,000 shares of Class A common
stock and has returned all other shares held by him, including his Voting
Preference common stock to us. Accordingly, we have recorded $5.8 million in
additional compensation expense in the nine-month period ended September 30,
1999. The $5.8 million was determined pursuant to the settlement of Mr.
Sullivan's employment relationship with the Company and includes $4.5 million
for the grant of additional stock rights, $225,000 annual salary and $112,500
annual bonus through December 31, 2002, and other related amounts.

We expect general and administrative expenses to increase during the
remainder of 1999 as we begin commercial operation in various markets.

Our sales and marketing expense includes salaries and benefits,
commissions, advertising and promotions, retail distribution, sales training,
and direct and indirect support. Sales and marketing expenses increased from
$181,000 for the first nine months of 1998 to $6.6 million for the same

29
<PAGE>

period in 1999. The increase was associated with the salary and benefits for
sales and marketing personnel and for market development, including planning
and leasing of sales offices and retail store locations. We expect to incur
significant selling and marketing costs during the remainder of 1999 primarily
related to sales commissions, promotional events and advertising incurred in
connection with market launches in 1999.

Depreciation and amortization expenses were $20,000 for the nine-month
period ended September 30, 1998, as compared to $5.6 million for the nine-month
period ended September 30, 1999. The 1999 expenses related primarily to the
amortization of our roaming and license agreements with AT&T Wireless, as well
as the depreciation of computer hardware, software, furniture, fixtures, and
office equipment.

Non-Operating Income and Expense. Interest income increased from $39,000
for the nine-month period ended September 30, 1998 to $10.5 million for the
nine-month period ended September 30, 1999. This significant increase was a
result of our investment of cash received from equity investors of $162.7
million, advances under our bank facility of $300.0 million and proceeds from
the sale of senior subordinated discount notes of approximately $200.2 million.
Our short-term cash investments consist primarily of U.S. Government securities
with a dollar-weighted average maturity of 90 days or less.

Financing costs were $2.2 million for the period ended September 30, 1999.
These costs were associated with the January 1999 conversion by Digital PCS LLC
of debt due to an investor to equity in Airwave Communications LLC. Digital PCS
and Airwave Communications are our predecessor companies. See "Organization of
Tritel".

Interest expense was $12.0 million for the nine-months ended September 30,
1999, and consisted of interest on debt in excess of the amount capitalized for
the purpose of completing the network buildout. All interest for the nine-
months ended September 30, 1998 was capitalized because all debt for that
period was applied to the network buildout.

For the nine-months ended September 30, 1999, we recorded a deferred income
tax benefit of $13.6 million. No valuation allowance was considered necessary
for the resulting deferred tax asset, principally due to the existence of a
deferred tax liability which was recorded upon the closing of the AT&T
transaction on January 7, 1999. Prior to this date, the predecessor company was
a limited liability corporation and was not subject to income taxes.

Years Ended December 31, 1996, December 31, 1997 and December 31, 1998

Operating Expenses. Plant expenses were $4,000, $104,000 and $1.9 million
for the years ended December 31, 1996, 1997 and 1998, respectively. These
expenses were primarily related to an increase in engineering and operating
staff devoted to the design and implementation of future operations of our
network.

We expect the majority of our future plant expenses will consist of costs
relating to operating the network including the cost of interconnection to
wireline and other wireless networks, cell site lease costs, network personnel
and repair and maintenance.

General and administrative expenses increased from $1.5 million in 1996, to
$3.1 million in 1997 and $4.9 million in 1998. The increases were due to the
development and growth of infrastructure and staffing relating to information
technology, billing, customer care, financial reporting and other
administrative functions incurred in the preparation for commercial launch of
our network in 1999. Management's strategy of stressing the importance of
customer care will cause the customer care department to become a larger part
of ongoing general and administrative expenses. Billing costs will increase as
the number of customers increases.

30
<PAGE>

Sales and marketing expenses increased from $5,000 in 1996 to $28,000 in
1997 and $452,000 in 1998. These increases were associated with the salary and
benefits for sales and marketing personnel and for market development,
including planning and leasing of regional offices. Management expects to incur
significant selling and marketing costs, including commissions, promotional
events and advertising, as we prepared to launch markets in 1999.

Depreciation and amortization expenses were $2,000 in 1996 compared to
$20,000 in 1997 and $348,000 in 1998. The expenses in 1998 related to the
depreciation of furniture, fixtures and office equipment, as well as the
amortization of deferred charges.

Non-Operating Income and Expenses. Interest expense, net of interest
income, for 1998 was $722,000. The interest expense related to licenses
retained by Digital PCS.

During July 1998, we recorded an extraordinary loss of $2.4 million on the
forgiveness of debt related to the return of C-Block spectrum allowed by the
FCC under restructuring guidelines.

Liquidity and Capital Resources

The buildout of our network and the marketing and distribution of our
products and services will require substantial capital. We currently estimate
that our capital requirements for the period from inception through the end of
2001, assuming substantial completion of our network buildout, will total
approximately 1.30 billion. We estimate those capital requirements will be met
as follows:

<TABLE>
<CAPTION>
(in millions)
-------------
<S> <C>
Bank facility............................................ $ 505.0
Senior subordinated discount notes....................... 200.2
Government financing..................................... 47.5
Net proceeds of this offering and the concurrent
offering................................................ 222.0
Other cash equity........................................ 163.4
Non-cash equity.......................................... 157.9
--------
Total estimated sources of capital .................... $1,296.0
========
</TABLE>

On January 7, 1999, we entered into a loan agreement that provides for a
senior bank facility with a group of lenders for an aggregate amount of $550
million of senior secured credit. The bank facility provides for:

. a $250 million reducing revolving credit facility maturing on June 30,
2007,

. a $100 million term credit facility maturing on June 30, 2007, and

. a $200 million term credit facility maturing on December 31, 2007.

Up to $10 million of the facility may be used for letters of credit. We
estimate that $505.0 million of the $550 million bank facility will be drawn
through the end of 2001 for capital requirements. The terms of the bank
facility will permit us, subject to certain terms and conditions, including
compliance with certain leverage ratios and satisfaction of buildout and
subscriber milestones, to draw up to $550 million to finance working capital
requirements, capital expenditures or other corporate purposes. As of September
30, 1999, we could have borrowed up to a total of approximately $550 million
pursuant to the terms of the bank facility. The bank facility limits our annual
capital expenditures. After completion of this offering, we plan to seek an
amendment to our bank facility to permit us to incur in 2000 and 2001 portions
of the capital expenditures we presently plan to incur subsequent to 2001. We
cannot assure you that we will be able to obtain this amendment. See
"Description of Certain Indebtedness--Bank Facility".

On May 11, 1999, we issued senior subordinated discount notes with a
principal amount at maturity of $372.0 million. These notes were issued at a
substantial discount from their principal

31
<PAGE>

amount at maturity for proceeds of $200.2 million. No interest will be paid or
accrued on the notes prior to May 15, 2004. Thereafter, the notes will bear
interest at the stated rate. The notes mature on May 15, 2009.

Our predecessor companies received preferential financing from the U.S.
Government for the C and F-Block licenses, which they contributed to us in
exchange for Series C Preferred Stock. As a result, we are obligated to pay
$47.5 million to the U.S. Government under preferential financing terms. The
debt relating to the C-Block licenses requires interest only payments for the
first six years of the term and then principal and interest payments in years
seven through ten. The debt relating to the F-Block licenses requires interest
only payments for the first two years of the term and then principal and
interest payments in years three through ten.

In connection with the consummation of the joint venture with AT&T
Wireless, we received unconditional and irrevocable equity commitments from
institutional equity investors in the aggregate amount of $149.2 million in
return for the issuance of Series C Preferred Stock. Additionally, on January
7, 1999, we received $14.2 million of cash in exchange for the issuance of
Series C Preferred Stock from Airwave Communications and Digital PCS.

Non-cash equity consists of:

. Series A Preferred Stock and Series D Preferred Stock valued at $137.1
million issued to AT&T Wireless on January 7, 1999 in exchange for the
licenses it contributed and for entering into exclusivity, license and
roaming agreements,

. Series C Preferred Stock valued at $18.3 million issued to Airwave
Communications and Digital PCS on January 7, 1999 in exchange for the
net assets they contributed, and

. Series C Preferred Stock valued at $2.6 million issued to Central
Alabama Partnership on January 7, 1999 in exchange for the net assets
it contributed.

As stated previously, we currently estimate that our capital requirements,
including capital expenditures, the cost of acquiring licenses, working
capital, debt service requirements and anticipated operating losses, for the
period from inception through the end of 2001, assuming substantial completion
of our network buildout, will total approximately $1.30 billion as follows:

<TABLE>
<CAPTION>
(in millions)
-------------
<S> <C>
Acquisition of PCS licenses and exclusivity, license and
roaming agreements......................................... $ 192.9
Capital expenditures........................................ 646.9
Cash interest and fees...................................... 141.8
Use of working capital and operating losses................. 314.4
--------
Total estimated use of capital............................ $1,296.0
========
</TABLE>

We have funded $192.9 million for the acquisition of the PCS licenses and
the agreements with AT&T Wireless relating to exclusivity, license and roaming.
This amount includes the acquisition of PCS licenses from AT&T Wireless,
Central Alabama Partnership, Airwave Communications and Digital PCS. The cash
portion of this capital requirement of $14.7 million was paid by Airwave
Communications and Digital PCS as a downpayment on the purchase of the C and F-
Block licenses.

Management estimates that capital expenditures associated with the buildout
will total approximately $646.9 million from inception through the end of 2001,
including a commitment to purchase a minimum of $300 million in equipment and
services from Ericsson. Costs associated with the network buildout include
switches, base stations, towers and antennae, radiofrequency engineering, cell
site acquisition and construction, and microwave relocation. The actual funds
required to build out our network may vary materially from these estimates, and
additional funds

32
<PAGE>

could be required in the event of significant departures from the current
business plan, unforeseen delays, cost overruns, unanticipated expenses,
regulatory expenses, engineering design changes and other technological risks.
We had made $86.2 million in capital expenditures as of September 30, 1999.

We estimate that cash interest and fees through 2001 will total $141.8
million, including fees relating to the offering of the senior subordinated
discount notes. This amount represents interest and fees on the senior bank
facility and interest on the preferential financing from the U.S. Government
for the C- and F-Block licenses. Cash interest will not be paid on the senior
subordinated discount notes until 2004. As of September 30, 1999, we have paid
$23.8 million for interest and fees and have incurred fees of approximately
$9.6 million relating to the offering of the senior subordinated discount
notes.

We estimate that working capital and operating losses during the period
from inception through 2001 will total $314.4 million. This amount represents
the costs related to initiating, marketing, operating and managing our PCS
network.

We believe that the proceeds from this offering and the concurrent
offering, together with the proceeds from our sale of senior subordinated
discount notes, the financing made available to us by the FCC, borrowings under
our bank facility and the equity investments we have received, will provide us
with sufficient funds to build out our existing network as planned and fund
operating losses until we complete our planned network buildout and generate
positive cash flow. Although management estimates that we will have sufficient
funds available from our existing financing sources to build out over 98% of
our licensed Pops, it is possible that additional funding will be necessary.

Digital PCS, one of our predecessors, holds licenses covering 2.0 million
Pops in Florida and southern Georgia. These markets include the cities of
Pensacola, Tallahassee and Panama City, Florida. As part of our formation, we
received from Digital PCS an option to purchase these licenses for
approximately $15.0 million, which will consist of $3.0 million of our equity
and our assumption of $12.0 million of FCC debt. In May 1999, we exercised this
option, and the licenses will be transferred to us after FCC approval.

As part of our arrangements with AT&T Wireless, we have committed to grant
an entity in which AT&T Wireless has a non-attributable interest an option,
expiring in April 2000, to purchase these licenses from us at our cost plus
10%. It is possible that we would develop these markets (which would require
AT&T's permission) and, if we do, we estimate that we would require substantial
additional capital for acquisition costs and capital expenditures and to fund
operating losses and working capital requirements in connection with the
buildout and operation of these markets.

In summary, from the inception of Airwave Communications and Digital PCS
through September 30, 1999, we have used $41.7 million in operating activities.
Those activities have consisted mainly of plant expenses, general and
administrative expenses and sales and marketing expenses totalling over $45.2
million on an accrual basis. Additionally, net interest expense during that
same period paid by us totaled almost $4.3 million. Also for that period, we
have used over $130.9 million in investing activities. The investing activities
have consisted of over $86 million spent so far on property and equipment,
about $14.7 million spent to obtain FCC licenses, $7.5 million loaned to ABC
Wireless to obtain licenses for us and $14.6 million in capitalized interest on
the debt to finance the FCC licenses and the network buildout. We have received
almost $658.4 million in cash from financing activities. $500.2 million has
been received to date from the bank facility and the senior subordinated
discount notes. Additionally, we and our predecessor companies, Airwave
Communications and Digital PCS, have received $165.4 million in capital, net of
costs, from the sale of preferred stock and membership interests in the
predecessor companies.

33
<PAGE>

Pending License Acquisition

On March 23, 1999, the FCC commenced a re-auction of the C-, D-, E- and F-
Block licenses that had been returned to the FCC under an FCC restructuring
order or that had been forfeited for noncompliance with FCC rules or for
default under the related FCC financing. Before the re-auction, we loaned $7.5
million to ABC Wireless, an entity formed to participate in the C-Block re-
auction as a "very small business" under applicable FCC rules, to partially
fund its participation in the re-auction.

In the re-auction, ABC Wireless was successful in bidding for an additional
15 to 30 MHz of spectrum covering a total of 5.7 million Pops, all of which
were already covered by our existing licenses. Nashville and Chattanooga are
the largest cities covered by the additional licenses. The total bid price for
these additional licenses was $7.8 million. We will apply our $7.5 million loan
to ABC Wireless and pay cash for the balance, to buy these licenses from ABC
Wireless. Our purchase of licenses from ABC Wireless would be subject to, among
other things, the consent of AT&T Wireless.

As a result of the re-auction and our contractual rights to purchase from
ABC Wireless PCS licenses, we could hold an attributable interest in Commercial
Mobile Radio Service, or CMRS, spectrum in excess of 45 MHz in several cities
in our markets. Current FCC rules limit PCS licensees and certain investors in
PCS licensees from having an attributable interest in more than 45 MHz of CMRS
spectrum (or 55 MHz where there is an overlap between a PCS service area and
rural cellular service area) in any given geographic area. In order to exceed
the 45 MHz spectrum limit, we and certain investors, including AT&T, would have
to obtain the consent of the FCC. There is no assurance that the FCC will give
its consent and seeking such consent could delay the processing of the required
applications to assign the licenses from ABC to us. We believe the FCC will
approve the disaggregation of spectrum from the ABC licenses and transfer to us
portions of the licenses so we will be in compliance with the CMRS spectrum cap
rules.

During June 1998, we took advantage of a reconsideration order by the FCC
allowing companies holding C-Block PCS licenses several options to restructure
their license holdings and associated obligations. We elected the
disaggregation option and returned one-half of the broadcast spectrum
originally acquired for each of the C-Block license areas. As a result, we
reduced the carrying amount of the related licenses by one-half, or $35.4
million, and reduced the discounted debt and accrued interest due to the FCC by
$33.0 million. As a result of the disaggregation election, we recognized an
extraordinary loss of $2.4 million.

Year 2000

Many currently installed computer systems and software applications are
encoded to accept only two digit entries in the year entry of the date code
field. Beginning in the year 2000, these codes will need to accept four-digit
year entries to distinguish 21st century dates from 20th century dates. We have
implemented a Year 2000 program to ensure that our computer systems and
applications will function properly after 1999. We believe that we have
allocated adequate resources for this purpose and expect to successfully
complete our Year 2000 compliance program on a timely basis, although there can
be no certainty that this will be the case. We do not expect to incur material
expenses or meaningful delays in completing our Year 2000 compliance program.

We have sought to acquire and implement computer systems and software that
already have the ability to process Year 2000 data. Therefore, we do not expect
a need to convert any existing systems or software for Year 2000 compliance.
Ericsson has represented that the software within its PCS equipment will be
able to process calendar dates falling on or after January 1, 2000. However, we
can not be certain that the Year 2000 software of this equipment will be
compatible with the other software it uses. The ability of Ericsson, or any
other third parties with whom we transact business, to adequately address their
Year 2000 issues is outside of our control. It is possible that our failure,

34
<PAGE>

or a third party's failure, to adequately address Year 2000 issues will
adversely affect our business and operating results.

Because we have sought to acquire systems and software that are Year 2000
compliant, we do not have a contingency plan. Management will continue to
monitor the risk associated with Year 2000 processing, as well as its vendors'
Year 2000 compliance and will develop a contingency plan if the circumstances
warrant such a plan.

Recently Issued Accounting Standards

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information ("FAS 131"). FAS 131 requires that a public
business enterprise report financial and descriptive information about its
reportable operating segments. The statement defines operating segments as
components of enterprises about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance. We adopted
SFAS 131 and determined that there are no separate reportable segments, as
defined by the standard.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("FAS 133"). FAS 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. FAS 133 will significantly change the accounting
treatment of derivative instruments and, depending upon the underlying risk
management strategy, these accounting changes could affect future earnings,
assets, liabilities, and shareholders' equity. We are closely monitoring the
deliberations of the FASB's derivative implementation task force. With the
issuance of Statement of Financial Accounting Standards No. 137, Accounting for
Derivative Instruments and Hedging Activities--Deferral of the Effective Date
of FASB Statement No. 133, which delayed the effective date of FAS 133, we will
be required to adopt FAS 133 on January 1, 2001. Presently, we have not yet
quantified the impact that the adoption will have on our consolidated financial
statements.

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risk from changes in interest rates which could
impact results of operations. We manage interest rate risk through a
combination of fixed and variable rate debt. We have entered into interest rate
swap agreements as a risk management tool, not for speculative purposes. See
Note 23 of Notes to Consolidated Financial Statements.

At September 30, 1999, we had $300 million of Term A and Term B Notes under
our bank facility, which carried a rate of 9.63%; $372 million of our senior
subordinated discount notes due 2009; $38.0 million of 7%, discounted to yield
10%, debt to the FCC, due in quarterly installments from 2003 to 2006; and $9.5
million of 6 1/8%, discounted to yield 10%, debt to the FCC, due in quarterly
installments from 2000 to 2008.

Our senior subordinated discount notes and FCC debt are fixed interest rate
and as a result we are less sensitive to market rate fluctuations. However, our
Term A and Term B Notes outstanding and other amounts available to us under our
bank facility agreement are variable interest rate. Beginning in May 1999, we
entered into interest rate swap agreements with notional amounts totaling $200
million to manage our interest rate risk under the bank facility. The swap
agreements establish

35
<PAGE>

a fixed effective rate of 9.05% on $200 million of the current balance
outstanding under the bank facility through the earlier of March 31, 2002 or
the date on which we achieve operating cash flow breakeven. Market risk, due to
potential fluctuations in interest rates, is inherent in swap agreements.

The following table provides information about our market risk exposure
associated with changing interest rates on our fixed rate debt at maturity
value of the debt (dollars in millions):

<TABLE>
<CAPTION>
Expected Maturity
----------------------------------------------
1999 2000 2001 2002 2003 Thereafter Total
---- ---- ---- ---- ---- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Face value of long-term fixed
rate debt..................... -- $0.9 $1.0 $1.1 $9.7 $406.8 $419.5
Average interest rate.......... -- 6.1% 6.1% 6.1% 6.9% 12.2% --
</TABLE>

Collectively, our fixed rate debt has a carrying value of $251.8 million at
September 30, 1999. The carrying amount of fixed rate debt is believed to
approximate fair value because a portion of such debt was discounted to reflect
a market interest rate at inception and the remaining portion of fixed rate
debt was issued in May 1999 and therefore approximates fair value due to its
recent issuance.

We are also exposed to the impact of interest rate changes on our short-
term cash investments, consisting of U.S. Treasury obligations and certain
other investments with the highest credit ratings or fully guaranteed or
insured by the U.S. government, all of which have average maturities of three
months or less. As with all investments, these short-term investments carry a
degree of interest rate risk.

We are not exposed to fluctuations in currency exchange rates since our
operations are entirely within the United States.

36
<PAGE>

ORGANIZATION OF TRITEL

Prior to January 7, 1999, our operations were conducted through Airwave
Communications, formerly Mercury PCS, LLC, and Digital PCS, formerly Mercury
PCS II, LLC. Airwave Communications was formed in July 1995 by Messrs. Mounger
and Martin, who are officers and directors of ours, along with Jerry M.
Sullivan, Jr. and various other investors as a small business, as defined by
the FCC, to participate in the FCC's C-Block PCS spectrum auction. Airwave
Communications acquired six 30 MHz licenses in the C-Block covering
approximately 2.5 million Pops in northern Alabama. Digital PCS was similarly
formed in July 1996 as a very small business, as defined by the FCC, to
participate in the FCC's D-, E- and F-Block PCS spectrum auctions. Digital PCS
acquired 32 10 MHz licenses in the D-, E-and F-Blocks covering approximately
9.1 million Pops in Alabama, Florida, Kentucky, Louisiana, Mississippi, New
Mexico and Texas.

We were formed as a Delaware corporation in 1998. On May 20, 1998, our
company, Airwave Communications and Digital PCS entered into a Securities
Purchase Agreement with AT&T Wireless and other parties, which provided for the
joint venture arrangement with AT&T Wireless. On January 7, 1999, the parties
consummated the joint venture. Under the AT&T Wireless joint venture, AT&T
Wireless contributed PCS A- and B-Block licenses covering approximately 9.1
million licensed Pops, and Airwave Communications and Digital PCS contributed
their C-Block licenses and certain of their E- and F-Block licenses covering
6.6 million licensed Pops. In addition, Central Alabama Partnership, an
unrelated party, contributed C-Block licenses covering 475,000 Pops in
Montgomery, Alabama to us. The Pops contributed by Airwave Communications and
Digital PCS include 1.7 million Pops that overlap with those contributed by
AT&T Wireless. All of the Central Alabama Pops also overlap with those held by
us. As a result, we hold PCS licenses covering 14.0 million Pops.

In exchange for the licenses contributed by AT&T Wireless and intangible
benefits of the transaction, we issued $137.1 million of Series A preferred
stock and Series D preferred stock to AT&T Wireless. In exchange for the
licenses contributed by Airwave Communications and Digital PCS and additional
cash equity of $11.2 million and $3.0 million contributed by them,
respectively, we issued $25.6 million of Series C preferred stock to Airwave
Communications and $6.8 million of Series C preferred stock to Digital PCS.
Central Alabama received $2.6 million of Series C preferred stock in exchange
for its licenses and certain other assets.

In addition, we raised $149.2 million of cash equity from institutional
equity investors. In sum, prior to this offering we had received cash and non-
cash equity funding totaling $321.3 million.

37
<PAGE>

TRITEL CORPORATE STRUCTURE

___________________________________________________

Tritel, Inc.
Holding Company

Issuer of the Class A Common Stock in this Offering
____________________________________________________
|
__________________________|_________________________
Tritel PCS, Inc.
Holding Company
Issuer of Bank Debt and
Senior Subordinated Discount Notes
____________________________________________________
| | | |
____________|___ _______|________ ________|__________ ______|______________
Tritel Tritel Tritel Tritel
A/B Holding Corp. C/F Holding Corp. Communications, Inc. Finance, Inc.
Holding Company Holding Company Operating Company Equipment Leasing and
Financing Company
________________ ________________ ___________________ _____________________
| |
_______|________ _______|________
Five License Four License
Subsidiaries Subsidiaries
Hold FCC A- and Hold FCC C- and
B-Block Licenses F-Block Licenses
________________ _________________

38
<PAGE>

BUSINESS

Overview

We are an AT&T Wireless affiliate with licenses to provide PCS services to
approximately 14.0 million people in contiguous markets in the south-central
United States. While we are a development stage enterprise with limited
operations, and have had no significant revenues and expect to have significant
operating losses in our initial stages of operations, we have recently begun to
provide wireless services in six of our major markets. In January 1999, we
entered into our affiliation agreement with AT&T Wireless, our largest
stockholder with 21.9% ownership of our company prior to this offering. We have
also joined with two other AT&T Wireless affiliates to operate under a common
regional brand name, SunCom. We provide our PCS services as a member of the
AT&T Wireless Network, serving as the preferred roaming provider to AT&T
Wireless' digital wireless customers in virtually all of our markets and co-
branding our services to our subscribers with the AT&T and SunCom brands and
logos, giving equal emphasis to each.

AT&T Wireless operates the largest digital wireless network in North
America. Its network consists of AT&T Wireless' existing digital and analog
systems, PCS systems being constructed by four joint venture partners,
including our company, and systems currently operated by third parties with
which AT&T Wireless has roaming agreements. In the aggregate, these systems
covered 96% of the total Pops throughout the United States as of December 31,
1998.

Our senior management team has substantial experience in the wireless
communications industry, with a significant operating history in the south-
central United States. We have commenced commercial PCS services in six markets
and intend to launch commercial operations in eight of our ten largest markets
by the end of 1999. We expect to be able to provide service to over 50% of the
Pops in our license areas by the end of 1999 and to over 98% by the end of
2000.

39
<PAGE>

Our Markets

We believe that a substantial majority of our licensed Pops are located in
areas that have demographic characteristics well-suited to the provision of
wireless telecommunications services, with favorable commuting patterns and
growing business environments. Four state capitals are included within our
markets. There are almost 3,000 total miles of interstate highway and over
9,000 total highway miles within our markets. Our markets are estimated to grow
16% faster between 1995 and 2000 than the national average and the population
density in our markets is estimated to be 39% higher than the national average,
based on the 1999 Kagan Cellular/PCS Pop Book.

Our markets are situated principally in Alabama, Georgia, Kentucky,
Mississippi and Tennessee. The major population centers in our markets include
the cities of Nashville, Louisville, Birmingham, Knoxville, Lexington, Jackson
and Mobile. Our licenses will complement the PCS and cellular coverage areas of
AT&T Wireless. We anticipate that the contiguous nature of our footprint of
licensed Pops will contribute to reduced operating expenses.

40
<PAGE>

The following table sets forth our basic trading area, or BTA, licenses
within the seven major trading areas, or MTAs, in which we have licenses.
<TABLE>
<CAPTION>
FCC
License
MTA/BTA License Area Population Block(1) MHz(1)
-------------------- ----------- -------- ------
<S> <C> <C> <C>
Birmingham MTA
Birmingham, AL..................................... 1,297,800 C 15
Huntsville, AL..................................... 496,400 C 15
Montgomery, AL..................................... 475,300 C,F 40
Tuscaloosa, AL..................................... 253,100 C 15
Dothan-Enterprise, AL.............................. 217,500 C,F 25
Florence, AL....................................... 183,500 C,F 25
Gadsen, AL......................................... 183,500 C 15
Anniston, AL....................................... 164,000 C 15
Decatur, AL........................................ 142,800 C 15
Selma, AL.......................................... 74,100 F 10
-----------
3,488,000
Louisville MTA
Louisville, KY..................................... 1,448,400 A,F 30
Lexington, KY...................................... 893,400 A 20
Bowling Green-Glasgow, KY.......................... 244,200 A,C,F 55
Owensboro, KY...................................... 164,700 A,C 50
Corbin, KY......................................... 142,200 A,C 35
Somerset, KY....................................... 123,900 A,C 50
Madisonville, KY................................... 46,300 A,C 50
-----------
3,063,100
Nashville MTA
Nashville, TN...................................... 1,675,700 B,C 35
Clarksville, TN-Hopskinsville, KY.................. 260,800 B,C 35
Cookeville, TN..................................... 132,400 B,C 35
-----------
2,068,900
Memphis MTA
Jackson, MS........................................ 657,800 B 20
Tupelo-Corinth, MS................................. 312,500 B,C 50
Greenville-Greenwood, MS........................... 210,500 B,C 35
Meridian, MS....................................... 205,900 B,C 35
Columbus-Starkville, MS............................ 171,000 B,C 35
Natchez, MS........................................ 71,800 B,C 50
Vicksburg, MS...................................... 61,700 B 20
Montgomery, MS..................................... 12,300 B 20
-----------
1,703,500
New Orleans MTA
Mobile, AL......................................... 653,900 F 10
Biloxi-Gulfport Pascagoula, MS..................... 382,000 F 10
Hattiesburg, MS.................................... 181,000 F 10
McComb-Brookhaven, MS.............................. 110,100 C,F 40
Laurel, MS......................................... 81,300 F 10
-----------
1,408,300
Atlanta MTA
Chattanooga, TN.................................... 548,400 A,C 35
Opelika-Auburn, AL................................. 136,900 A,C 35
Rome, GA........................................... 122,300 A,C 50
Dalton, GA......................................... 116,300 A,C 50
Altanta counties (Carroll, Haralson), GA........... 108,000 A 20
Cleveland, TN...................................... 96,100 A,C 35
La Grange, GA...................................... 70,100 A,C 35
-----------
1,198,100
Knoxville MTA
Knoxville, TN...................................... 1,074,000 A 20
-----------
Total............................................... 14,003,900
===========
Total National Pops for all BTAs.................... 276,675,000
===========
</TABLE>
- --------
Source: 1999 Cellular/PCS Pop Book, Kagan
(1) This data includes the licenses for which we were the high bidder in the
recent FCC re-auction, but which have not yet been awarded by the FCC.

41
<PAGE>

The major metropolitan centers within our markets are Louisville,
Nashville, Birmingham, Knoxville, Jackson and Mobile.

Louisville. Greater Louisville, which is our largest market with
approximately 2.3 million people, including Lexington, encompasses several
counties in Kentucky and southern Indiana. Greater Louisville is also at the
cross roads of three major highways, I-64, I-65 and I-71, as well as four major
railways. The Greater Louisville area is a leading manufacturing center,
particularly for automobiles and durable goods with an increasing emphasis on
services, particularly transportation and health care. Major employers include
United Parcel Service, General Electric, Ford Motor, Columbia/HCA Healthcare
and Humana Inc.

Nashville. Nashville, Tennessee's capital, has a population of
approximately 1.7 million people and is a vital transportation, business,
educational and tourist center for the U.S. Additionally, Nashville
International Airport is served by a number of the major U.S. carriers.
Nashville is also a major rail transportation hub connecting 19 states and is a
convergence point for three major interstate highways, I-40, I-65 and I-24.
Major employers include Vanderbilt University and Medical Center, Columbia/HCA
Healthcare, Saturn Corporation, Nissan Motor Corp., Ford Motor Company,
BellSouth, Bankers Trust, SunTrust, Kroger and Ingram Industries.

Birmingham. Birmingham has a population of approximately 1.3 million
people. The four-county Birmingham area, which includes six colleges and
universities, anchors Alabama's business and cultural life with 21% of the
state's population, 23% of the total business establishments, 24% of the retail
sales and 31% of the payroll dollars. Three major highways pass through
Birmingham, I-20, I-59 and I-65. Major employers include University of Alabama
at Birmingham, Baptist Health System, Bruno's, SouthTrust Bank, BellSouth, Wal-
Mart, Alabama Power Company, Blue Cross-Blue Shield of Alabama and American
Cast Iron Pipe.

Knoxville. Knoxville is a growing city with a population of approximately
1.1 million people and a solid economic foundation. Job growth since 1997 has
been 3.3%, significantly higher than the national average of 1.9%. Knoxville is
centrally located in the eastern United States and is served by three major
interstate highways, I-40, I-75 and I-81. Major manufacturing companies in the
area include Clayton Homes, DeRoyal Industries, Robertshaw Controls and
Matsushita Electronic Corp.

Jackson. Jackson has a population of approximately 658,000 people, is the
capital of Mississippi and is home to six colleges and universities. Two major
interstate highways, I-20 and I-55, pass through Jackson. Key industries
include automobile parts manufacturing, aircraft parts manufacturing,
telecommunications, healthcare delivery, government, transportation and poultry
processing. Major employers include MCI WorldCom, Ergon and University Medical
Center.

Mobile. Mobile has a population of approximately 654,000 people and is a
regional center for medical care, research and education. Its port is one of
the nation's leading facilities for coal and forest product exports. Two major
highways, I-10 and I-65, pass through Mobile. Major employers include
BellSouth, Coca-Cola Bottling Company, International Paper Company, DuPont
Mobile Manufacturing and the University of South Alabama.

The Tritel Network

Our network offers advanced PCS services on a local and regional basis and
through roaming agreements with AT&T Wireless and other carriers in many other
markets throughout the United States. We intend to offer contiguous market
coverage using our own network facilities, the regional markets covered by the
SunCom brand alliance and the AT&T Wireless Network, all of which use a common
technology platform, IS-136 Time Division Multiple Access, or TDMA. We believe
that IS-136 TDMA provides our subscribers with excellent voice quality, fewer
dropped calls than existing

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analog systems and coast-to-coast roaming over the AT&T Wireless Network. To
maximize the commercial utility of IS-136 TDMA, we offer our customers tri-mode
handsets, which can automatically pass or "hand-off" calls between IS-136 TDMA
systems and analog or TDMA-based digital cellular systems throughout the
nation. Several major wireless telecommunications service providers in North
America have selected IS-136 TDMA for their digital PCS networks, including
AT&T Wireless, SBC Communications, BellSouth, United States Cellular
Corporation and Canada's Rogers Cantel Mobile Communications Inc. BellSouth
currently provides IS-136 TDMA service within many of our markets.

Our Own Network Facilities. We expect to be able to provide service to over
50% of the Pops in our license areas by the end of 1999 and to over 98% by the
end of 2000. We have already commenced PCS service in Jackson, Mississippi,
Knoxville, Nashville and Chattanooga, Tennessee and Huntsville and Montgomery,
Alabama and expect to commence PCS service in Louisville and Lexington,
Kentucky during the fourth quarter of 1999, where we have already commenced
roaming service, and in Birmingham and Mobile, Alabama during the second
quarter of 2000.

We have designed our PCS network to offer efficient and extensive coverage
within our markets. Our cell site acquisition strategy is to co-locate as many
of our cell sites as possible on existing towers and other transmitting or
receiving facilities. We believe this strategy has reduced and will continue to
reduce our site acquisition costs and minimize delays due to zoning and other
local regulations. We launch service only after comprehensive and reliable
coverage can be maintained within a particular market.

We expect that there will be areas within our markets that we will
ultimately build out, but where we will not, at least initially, have coverage.
In these areas of our markets, we benefit from AT&T Wireless' existing roaming
arrangements with other carriers to provide service. We may seek direct roaming
agreements with some local carriers providing compatible service. These
agreements will also allow us to launch our service at a lower level of capital
expenditures than would otherwise be required, without adversely impacting the
service we will be able to offer our customers.

The SunCom Brand Alliance. We have entered into an agreement with two other
AT&T Wireless affiliates, Triton PCS and TeleCorp PCS, to create a common
regional market brand, SunCom, and to provide for sharing certain development,
research, advertising and support costs. The members of this regional brand
alliance hold PCS licenses that cover approximately 43 million Pops primarily
in the south-central and southeastern United States from New Orleans, Louisiana
to Richmond, Virginia.

To ensure that all SunCom customers will receive the same high quality
service throughout the SunCom region, all three SunCom affiliates:

. have agreed to build out their respective networks, adhering to the
same AT&T Wireless quality standards,

. have agreed to use tri-mode handsets with IS-136 TDMA technology, and

. have entered into reciprocal roaming agreements.

The AT&T Wireless Network. AT&T Wireless is one of the largest providers of
wireless telecommunications services in the United States, with over 9.1
million total wireless subscribers, as of September 30, 1999. The AT&T Wireless
Network provides coast-to-coast coverage for wireless services.

We will be the preferred provider of mobile PCS services for the AT&T
Wireless Network using equal emphasis co-branding with AT&T within our markets,
except for 790,000 mostly rural Pops in

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Kentucky. AT&T Wireless has granted us a license to co-brand with the AT&T logo
and other service marks in our business. We also have established roaming,
purchasing, engineering and other arrangements with AT&T Wireless. These
arrangements will provide our customers immediate, coast-to-coast roaming on
the AT&T Wireless Network.

Joint Venture and Strategic Alliance with AT&T

Our joint venture with AT&T Wireless is part of AT&T's strategy to expand
its IS-136 TDMA digital wireless coverage in the United States. AT&T's four
affiliates, including us, will provide AT&T Wireless subscribers roaming in our
markets with features and functionality typically offered by the AT&T Wireless
Network. The relationship with AT&T Wireless is valuable to us because, among
other reasons, the relationship enables us to market our service using what we
believe to be one of the world's most respected and recognizable brands, AT&T,
in equal emphasis with the SunCom regional brand name. We also expect to take
advantage of the coast-to-coast coverage of the AT&T Wireless Network and the
extensive national advertising of AT&T Wireless and AT&T.

As part of our alliance with AT&T Wireless, AT&T Wireless contributed
licenses for approximately 9.1 million of our 14.0 million total licensed Pops.
In exchange for the AT&T contributed Pops and the other benefits provided for
in the agreements governing the joint venture, AT&T Wireless received a 17.09%
fully diluted common equity interest in us, consisting of preferred stock with
a stated value of $137.1 million. AT&T Wireless has since purchased shares of
our Series C preferred stock from another investor, increasing its equity
ownership to 21.9%.

The AT&T Wireless licenses contributed to us provide for the right to use
20 MHz of authorized frequencies in the geographic areas covered by those
licenses. In order to create these licenses, AT&T Wireless partitioned and
disaggregated the original 30-MHz A- and B-Block PCS licenses it received in
these markets. AT&T Wireless has retained 10 MHz of spectrum licenses in those
markets it contributed and has the right to offer any non-competing services on
that spectrum. We will exploit the following benefits of our AT&T affiliation
to distinguish ourselves from other PCS providers in our markets, to increase
our revenues and to reduce our operating costs:

Use of AT&T Brand and Logo. We believe the AT&T brand is among the
most recognized brands in the United States. Management believes that
branding has become increasingly important as the consumer base for
wireless services has expanded. The AT&T brand affiliation will be the
highest point of emphasis in marketing our services. We expect that,
wherever possible, advertisements, handsets, product packaging, billing
statements and in-store retail displays will prominently display the AT&T
logo in equal emphasis with the SunCom logo. We may not use the AT&T logo
on the exterior of our retail stores.

Preferred Provider of PCS to AT&T Wireless Customers. As a member of
the AT&T Wireless Network, we are the preferred provider of mobile
wireless services to AT&T Wireless' digital wireless customers in our
markets, except for 790,000 mostly rural Pops in Kentucky. We will provide
PCS services to customers located in our markets responding to AT&T's
national advertising and to AT&T's national account customers located in
our markets.

Coast-to-Coast Coverage. We expect to offer our customers immediate,
coast-to-coast roaming on the AT&T Wireless Network. We believe many of
the roaming arrangements negotiated by AT&T Wireless are at rates more
favorable than we would be able to negotiate on our own.

AT&T Sales Efforts. AT&T currently employs a sales force for long
distance and other AT&T services within our markets. We expect to
piggyback on AT&T's sales efforts to provide PCS services to those AT&T
customers in our markets seeking wireless services as part of their AT&T
service package.

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Business Strategy

We plan to employ the following strategies to develop our PCS business:

Operate a High Quality Network. We are committed to making the capital
investment required to develop and operate a superior, high quality network
utilizing TDMA technology. We own an average of approximately 27 MHz of
spectrum per Pop in our markets, which we believe will be ample capacity to
provide high quality service. We believe our network, when completed, will
enable us to provide extensive coverage within our region and consistent
quality performance, resulting in a high level of customer satisfaction.

Emphasize Advantages of PCS Technology. We will seek to differentiate our
PCS capability from that of our analog cellular competitors by focusing on the
services, features and benefits that digital technology offers, including
superior voice quality, longer battery life, more secure communications, short
text and numeric messages, voicemail, message waiting indicator, caller ID and
single number service. The IS-136 TDMA technology, unlike the competing CDMA
and GSM digital technologies, allows for the simultaneous use of digital
control channels and analog voice channels. This feature may offer analog
operators an economical means with which to provide digital data features
without the need to upgrade their entire analog systems. We expect that our
customers will roam on a number of analog cellular systems having digital
control channels that will provide digital data features and which are operated
by roaming partners of AT&T Wireless and ourselves.

Exploit Advantages of Our License Footprint. We believe that the contiguous
nature of our license areas and their similar size and demographics are
attractive for the provision of wireless services. Additionally, we believe
that our central location within the SunCom territory will enable us to fully
take advantage of the benefits of the SunCom brand alliance. Further, we
believe that we will generate operational cost efficiencies, including sales
and marketing cost savings, by operating in a contiguous service area.
Operating a contiguous service area will also enable us to route a large number
of calls over our network, thereby reducing interconnect costs for access to
other networks.

Capitalize on Management Expertise and Local Market Presence. Our
management has extensive experience in successfully building out and managing
wireless communications systems. Several of our executives have served as
senior managers at major wireless telecommunications providers, including
United States Cellular Corporation, Nextel Communications, Western Wireless
Corporation and MobileComm.

A number of key members of our management team also have experience
managing and operating competitive wireless markets within our footprint. We
intend to combine our local market knowledge with the equal emphasis co-
branding of the AT&T and SunCom brands to create strong ties with subscribers
and their communities. Additionally, our decentralized management structure
with regional managers, company stores and local direct sales forces should
enable us to respond effectively to individual market changes. We believe that
our local market presence, local promotional efforts and customer service
focus, combined with strong consumer recognition of the AT&T brand, will enable
us to gain market share and achieve a favorable competitive position.

Distribute Directly Through Our Company Stores and Sales Force. Our
distribution strategy has focused principally on direct distribution through
our company-owned retail stores and dedicated sales force. We expect that the
company stores will help foster higher quality customer contact, resulting in
higher sales and penetration, lower customer acquisition costs and lower
customer churn than can typically be achieved through indirect distribution
channels. We currently have 18 company stores and plan to have 30 by the end of
1999 and 65 by the end of 2000.

We believe company-owned stores provide a strong, local presence. Our
trained in-store sales representatives use our integrated point-of-sale
terminals, enabling completion of an entire

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transaction within ten minutes. We also employ a dedicated sales force to
target small to medium-sized businesses. We currently have 54 direct sales
people and plan to employ 100 by the end of 2000.

Utilize Strong Capital Base. Upon completion of this offering and the
concurrent offering to certain of our existing stockholders, we will have
raised approximately $1.34 billion of funded and available capital. We believe
that, based on our current business plan, this capital base will be sufficient
to fund capital expenditures and operating losses until we complete our planned
network buildout and generate positive cash flow.

Enhance Brand Awareness Through the SunCom Brand Alliance. We intend to
promote the SunCom brand through joint marketing efforts with our SunCom
affiliates. The overlapping media markets of the affiliates should allow the
affiliates to advertise effectively on a regional basis. The alliance intends
to produce advertising materials jointly and to seek sponsorship of sporting
and other events to create awareness of the SunCom brand. The alliance will
also be more likely to achieve minimum volume requirements that could not have
been met individually in purchasing customized products bearing the SunCom
logo.

In addition, we have launched our own independent marketing efforts under
the SunCom brand, including stand-alone media campaigns. Thus, we have the
flexibility to be a part of a regional brand alliance and also market more
heavily in our home markets according to our own schedule for launching our PCS
services.

Services and Features

We provide reliable, high quality service at what we believe are affordable
prices. The following features and services are currently available to our IS-
136 TDMA users, and we offer them to our customers:

Superior Voice Quality and Technology. We use enhanced IS-136 TDMA
equipment, which is capable of providing superior voice quality.

Extended Battery Life. When operating in digital mode, our handsets have a
battery life that is significantly longer than the battery life of existing
analog cellular handsets. The IS-136 TDMA technology standard allows a handset
to draw significantly less battery power while accessing a digital control
channel by entering into sleep mode, which alerts the handset of an incoming
call and thereby extends the length of time a battery can be used without
having to be recharged. Analog cellular handsets, on the other hand, must stay
in constant contact with a cell site in order to receive an incoming call.

Wireless E-mail and Sophisticated Call Management. These services include a
set of advanced features for receiving wireless e-mail, voice mail, message
waiting indicator, caller ID, call rejection, call routing and forwarding,
three-way calling and call waiting.

Tri-mode Handsets. The tri-mode phone handsets that we sell can operate in
analog and digital modes on the 850 MHz bandwidth, in digital mode on the 1900
MHz bandwidth and also with a digital control channel and analog voice channel
on the 850 MHz bandwidth. These handsets, which are designed for use on an IS-
136 TDMA system such as ours, enable a user to initiate a call on a digital
cellular or PCS network and then be handed off, without interruption, to an
analog network if the user roams to a location where digital coverage is
unavailable. A user may also initiate a call on an analog network and have that
call handed off to a TDMA-based digital cellular network.

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We currently offer tri-mode handsets manufactured by Nokia, Ericsson and
Motorola, and expect to offer additional handsets of at least one more
manufacturer as they become available. The Nokia, Ericsson and Motorola models
are capable of providing advanced digital PCS services and features that meet
the operability and feature set requirements with which we are required to
comply under the AT&T Wireless joint venture. All handsets and their packaging
prominently display the AT&T and SunCom logos with equal emphasis.

Advanced Data Features. We have launched our PCS service offering voice and
wireless e-mail delivery services only. However, the IS-136 TDMA technology and
tri-mode handsets are capable of handling more complex data exchange features,
which include internet access and access to stock quotes, sports scores and
weather reports. We will continue to explore providing these services based on
consumer demand.

Customized Billing. We offer special billing services that cater to the
needs of consumers, including simplified monthly billing statements and
flexible billing cycles. We believe that simple, accurate bills are necessary
to support the customer's perception of quality service. In addition, we plan
to offer customized billing options, including debit billing, enabling
customers to charge calls against pre-paid accounts and neighborhood/zonal
billing, which provides service at reduced charges within certain home areas.
We also plan to offer "Wireless Office Services" to corporate customers, which
can include zonal billing for all usage and four-digit dialing within the
wireless office.

The wireless communications industry continues to undergo substantial
technological innovation. As a result, we expect new services and features to
become commercially available for IS-136 TDMA systems in the future. We plan to
make those services and features available to our customers.

Marketing and Distribution

Our overall marketing strategy emphasizes the AT&T brand name in equal
emphasis with the SunCom brand name, the benefits of digital technology, the
breadth of our coverage and our focus on customer service, all of which is
provided at competitive prices. We employ a sales and marketing approach with
highly definable and measurable goals, which focuses primarily on the use of
company stores to build our customer base.

Company Stores. Our company-owned and operated retail stores are modeled
after AT&T Wireless' retail stores, with the exception that we may not use the
AT&T logo on the outside of our store fronts. Sales representatives in company
stores receive in-depth training on the advantages of PCS and the AT&T Wireless
and SunCom alliances. Management also believes that in-store customer education
on PCS services and features will increase customer satisfaction and usage. The
company stores are intended to be customer destinations in response to
advertising and promotions, rather than impulse stops.

Company stores are being designed to facilitate demonstration of the
benefits of Tritel's PCS services and features. The decentralized nature of the
stores enables sales representatives to emphasize flexible rate plans and the
different advantages to customers on a market-by-market basis. In addition,
emphasis is placed on the coast-to-coast roaming and service features
attributable to the IS-136 TDMA technology and the tri-mode handsets.

We seek to locate company stores on heavy traffic arteries, in high
visibility areas, and near high profile anchor retailers. Nearly all of the
company stores are expected to be located in retail shopping centers and to
range in size from 1,200 to 2,000 square feet. We plan to have opened 30
company stores by the end of 1999 and an additional 35 stores by the end of
2000. We currently operate 18 stores.

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Direct Sales Force. We also use a dedicated sales force. Our sales agents
are assigned to specific regions within our markets and use our company stores
as their bases of operations. Sales agents receive training on the advantages
of PCS and are provided with product and service research, proposal writing and
competitor analysis information. Our sales force will seek to coordinate with
AT&T to offer bundled telephony and related services. We currently have 54
direct sales people, and plan to have an initial direct sales force of up to
100 sales people to cover the markets expected to be launched by the end of
2000.

Indirect Distribution Channels. To augment our direct distribution efforts,
we use mass retailers in our markets, including Circuit City, Office Depot and
Best Buy. Management believes that the AT&T brand recognition along with over-
the-air activation capability will facilitate distribution through mass
retailers. In the future, we may use other distribution techniques as well,
including simplified retail sales processes and new, lower cost channels such
as inbound telesales through a toll-free number, affinity marketing programs
and Internet sales.

We participate in the existing SunCom Internet website, which is located on
the Internet at http://www.suncom.com. The SunCom website is expected to
provide for direct sales to customers, as well as product and service
information and customer service. Customers on the SunCom website will be
directed to the appropriate SunCom affiliate based on the geographic location
of the customer. Internet-based services and features, such as the ability to
e-mail a message to a SunCom subscriber's handset, are available. Over-the-air
activation permits direct shipment to customers and remote activation.
Additionally, customers located in our markets seeking to subscribe for PCS
services on the AT&T Wireless Internet website will be referred through a web-
link to our company.

Focus on Local Advertising and Promotion. We advertise and promote our PCS
services and products through various local media and consumer education
programs, including local television, radio, print, billboard and direct mail.
To reach a broad base of potential subscribers, we combine mass marketing
efforts and direct marketing approaches to build and promote the AT&T Wireless
and SunCom brands locally, giving equal emphasis to each. Further, as markets
are launched, we offer various promotional programs designed to entice new
subscribers, including special limited term and introductory rate and feature
programs, product demonstrations and special events. In addition to our local
marketing strategies, we expect that the national promotional efforts by AT&T
and AT&T Wireless will increase interest and sales through our distribution
channels. We believe AT&T Wireless' national "customer pull" strategies for
promotion will encourage potential customers to visit our company stores and
local retailers to seek out the branded service.

Promotions to Target Specific Subscriber Types. We have created distinct
marketing programs for different customer segments, including high volume
wireless users, home business operators, corporate accounts and casual wireless
users. For each segment, we have created a specific marketing program including
a service package, pricing plan and promotional strategy. Management believes
that by tailoring our service packages and marketing efforts to specific market
segments, customers will perceive a higher value in relation to the cost of
service, will be more inclined to use our service, and will have increased
customer loyalty and higher levels of customer satisfaction. We will employ
sophisticated marketing and database systems to enable personalization of
services for individual customers and implementation of a proactive customer
retention program. The deployment of these systems should enable us to better
identify attractive niche opportunities and provide feedback on the
effectiveness of our marketing campaigns.

Pricing. Management believes that a service- and feature-based strategy, as
opposed to a rate-based strategy, will be more successful in acquiring and
retaining subscribers. As part of a decentralized marketing strategy, we offer
our retail subscribers and national and corporate account subscribers volume
and service based rate plans that are responsive to market trends. Our billing
system has the technology and capacity to enable us to offer numerous pricing
plans to our

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customers. We will also offer our customers prepaid debit pricing and plan to
offer neighborhood/zonal pricing options.

We are not required to use any published AT&T Wireless pricing plan in our
markets, although we may choose to do so. However, we do offer a series of
national calling plans similar to the AT&T Digital OneRate SM plan. We may also
offer promotions such as free incoming calls for the first minute in order to
encourage customers to give out their phone numbers.

Customer Service Operations. Our customer service strategy is predicated
upon building strong relationships with customers, beginning with the
subscriber's handset purchase. Subscribers who purchase handsets from company
stores are able to activate service immediately. Subscribers purchasing their
handsets from independent retailers are able to activate service by using the
handset to call one of our customer service representatives. Either way, the
subscriber is able to obtain immediate credit approval or establish a debit
billing plan, select service features and a rate plan and set up a billing
program. We also offer special billing services that cater to the needs of
consumers, including simplified monthly billing statements and flexible billing
cycles. We expect future enhancements to include on-line billing and account
information. AT&T Wireless and the SunCom affiliates, including ourselves, will
exchange information and share best practices in order to provide customers
with better customer care.

Network Buildout

We have launched service in six markets, including 12 cities, and 572 cell
sites and four switches. By the end of 2001, we expect to have 1,445 cell
sites, cover over 9,000 highway miles and provide service in over 40 cities.

We expect to be able to provide service to over 50% of the Pops in our
license areas by the end of 1999 and to over 98% by the end of 2000. In
calculating these percentages, we have included all of the Pops in each BTA in
our markets where we offer or intend to offer coverage to over 50% of the
population. In addition, our expected coverage by the end of 2000 assumes we
obtain an amendment to our bank facility permitting us to accelerate our
capital expenditures program. See "Management's Discussion and Analysis--
Liquidity and Capital Resources". We are focusing initially on the concentrated
population and business centers of the major metropolitan areas and the
adjoining interstate highways. Thereafter, we intend to build out cities with
fewer than 375,000 Pops and will continue to build out interstate and state
highways. We have launched service only after a significant portion of the
planned buildout for a given major city has been completed. In addition, prior
to launching service, we have performed extensive field testing to ensure
comprehensive and reliable coverage within a particular market.

Bechtel Corporation is providing the overall project and construction
management of the design, site acquisition, installation and testing of our PCS
transmission system. Bechtel is a respected world leader in providing
engineering project and construction management services. The contract with
Bechtel is based on specified hourly fees.

Initial Radiofrequency Design. Two radiofrequency engineering firms, Galaxy
Personal Communications Services, Inc., a wholly owned subsidiary of World
Access, Inc., for the Mississippi, Alabama, Georgia and eastern Tennessee
sites, and Wireless Facilities, Inc., for the Nashville, Tennessee and the
Louisville and Lexington, Kentucky sites, are performing the initial
radiofrequency design for the network. Based upon their engineering designs,
Galaxy and Wireless Facilities determine the required number of cell sites to
operate the network and identify the general geographic areas in which they
propose to locate each of the required cell sites. Our network is being
designed to provide 90% in-building service reliability in urban areas, 88% in-
building service reliability in suburban areas and 90% in-car service
reliability in rural areas. The initial radiofrequency design has been
completed for all markets that we expect to launch through 2000.
- --------
SM "AT&T Digital OneRate" is a registered service mark of AT&T Corp.

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Site Identification, Acquisition and Construction. We have arrangements
with several firms to identify and acquire the sites on which we will locate
the towers, antennae and other equipment necessary for the operation of our PCS
system. After the site acquisition companies identify the general geographic
area in which to locate cell sites, the site acquisition companies survey
potential sites to identify two potential tower sites within each geographic
location. The site acquisition companies evaluate the alternative sites within
each of the identified geographic areas, giving consideration to various
engineering criteria as well as the desirability of the site from an economic
point of view. The contracts with these site acquisition companies are based
upon specified hourly fees.

We can obtain a cell site in three ways:

(1) co-location;

(2) construction of a tower by an independent build-to-suit company; or

(3) construction of a tower by ourselves.

First preference in site acquisition is being given to sites on which we can
co-locate with another wireless company or companies by leasing space on an
existing tower or building. The advantages of co-location are that there are
lower construction costs to us associated with the building of a tower and any
zoning difficulties have likely been resolved. Second preference is being given
to sites where we would be able to arrange for the construction of a tower on a
build-to-suit basis by an independent tower construction company who would
acquire the site, build the tower and lease it back to us. The principal
advantage of this method is that it reduces our capital expenditures, although
operating expenses will reflect the required lease payments. Third preference
is being given to those greenfield sites that we would acquire and then arrange
for the construction of a tower that we would own.

We expect that we will need approximately 1,445 cell sites by the end of
2001. Based on our work to date, we expect that approximately 70% will be co-
locates on existing sites, 25% will be built-to-suit by tower construction
companies and 5% will be constructed by us.

Microwave Relocation. Prior to the FCC's auction of PCS licenses in the
1850-1970 MHz frequency bandwidths, these frequencies were used by various
fixed microwave operators. The FCC has established procedures for PCS licensees
to relocate these existing microwave paths, generally at the PCS licensee's
expense. We have engaged Wireless Facilities to relocate the microwave paths
that currently use our bandwidth. Under its arrangement with us, Wireless
Facilities is performing spectrum analysis, identifying which paths require
relocation, presenting a cost analysis and time frame for the relocation and,
ultimately, performing the relocation of those microwave paths. We expect to
relocate approximately 200 spectrum paths, of which approximately 120 paths
already have been relocated. Including cost sharing for relocations performed
by other PCS licensees and cost sharing reimbursements by other PCS licenses
paid to us, we expect to spend up to a total of $25 million for microwave
relocation. We have completed the microwave relocations for all 1999 launch
cities and do not expect any delays to our scheduled service launches in 2000.

Mobile Switching Centers. In order to cover our approximately 14.0 million
Pops, we will utilize five switching centers located in Louisville, Nashville,
Birmingham, Knoxville and Jackson. All locations for the switching centers have
been leased and are currently being constructed or renovated. Each switching
center serves several purposes, including routing calls, managing call handoff,
managing access to landlines and providing access to voice mail.

Network Operations Center. We are utilizing Ericsson's Network Operations
Center located in Richardson, Texas during the initial buildout and deployment
of our network in order to launch service earlier and reduce our initial
capital expenditures. The Network Operations Center's function

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is to monitor the network on a real-time basis for, among other things, alarm
monitoring, power outages, tower lighting problems and traffic patterns. We
plan to build and operate our own Network Operations Center at our switch
facilities in Jackson, Mississippi by 2001.

Interconnection. Our digital PCS network connects to the landline telephone
system through local exchange carriers. We have entered into interconnection
agreements with BellSouth and smaller local exchange carriers within our
markets. Additionally, we have entered into a long distance agreement with AT&T
providing for preferred rates for long distance services.

Network Communications Equipment. We have entered into an exclusive
equipment supply agreement with Ericsson under which we purchase radio base
stations, switches and certain other related PCS transmission equipment,
software and services necessary to establish our PCS network. Ericsson has
assigned a dedicated project management team to assist us in the installation
and testing of the equipment that will comprise our PCS transmission system. We
have agreed that, during the five year term of the agreement, Ericsson will be
the exclusive provider to us for certain PCS transmission equipment, materials
and services within our markets. We have agreed to purchase at least $300
million of equipment over the term of the agreement.

TDMA Technology Standard. One of the most important decisions for a PCS
operator is the selection of the network technology standard. Network
technology standards are important in allowing compatability among different
wireless systems, permitting a customer to roam throughout various operators'
systems using the same telephone handset.

There are three primary digital wireless standards: IS-136 TDMA, CDMA or
GSM. We have chosen IS-136 TDMA as our digital technology standard to offer the
highest quality service, a full range of features and services and to ensure
compatibility with systems constructed by AT&T Wireless, which also uses IS-136
TDMA. IS-136 TDMA offers well-developed features, integrated software systems
and equipment that is commercially available. Wireless providers that have
selected IS-136 TDMA for their digital networks include AT&T Wireless, SBC
Communications, BellSouth and Rogers Cantel. For this reason, IS-136 TDMA is
expected to be widely available in the United States, Canada and South America.

Competition

There are two established cellular providers in each of our markets. These
providers have significant infrastructure in place, often at low historical
cost, have been operational for many years, have substantial existing
subscriber bases and have substantially greater capital resources than we do.
In addition, in most of our markets, there are at least two or three other PCS
providers currently offering commercial service or likely to begin offering
service before we will. We also face competition from paging, dispatch and
conventional mobile radio operations, as well as SMR and ESMR, including those
ESMR networks operated by Nextel and its affiliates in our markets. We are also
competing with resellers of wireless services. We expect competition in the
wireless telecommunications industry to be dynamic and intense as a result of
the entrance of new competition and the development of new technologies,
products and services.

Competition from Other PCS and Cellular Providers. We expect to compete
directly with up to five or more PCS and cellular providers in each of our
markets. Principal PCS and cellular competitors in our markets are BellSouth,
Powertel, GTE, Sprint PCS, Century Telephone, PrimeCo and ALLTEL. The table set
forth on the next page shows the PCS and cellular entities that management
believes currently hold wireless licenses for a significant number of Pops
within each of our seven largest markets. The table also provides for each
competitor information on the type of service, spectrum block, whether
operational and the technology standard that management believes the competitor
is currently using.

51
<PAGE>

<TABLE>
<CAPTION>
Wireless Announced
Service and PCS Digital
Market Carrier Spectrum Block Operational Standard
- -------------------- -------------------- --------------- ----------- ---------
<S> <C> <C> <C> <C>
Birmingham, AL...... GTE Cellular Yes CDMA
(1,297,800 Pops) BellSouth Cellular Yes TDMA
Sprint PCS PCS--A Yes CDMA
Powertel PCS--B Yes GSM
ALLTEL PCS--D Yes CDMA
Omnipoint PCS--F No GSM
American Wireless PCS--C No --
Jackson, MS......... BellSouth Cellular Yes TDMA
(657,800 Pops) Centurytel Cellular Yes Analog
Powertel PCS--A Yes GSM
21st Century Telesis PCS--C No --
Sprint PCS PCS--D No CDMA
Bay Springs PCS--E No --
PCSouth, Inc. PCS--F/C Yes TDMA
Knoxville, TN....... GTE Cellular Yes CDMA
(1,074,000 Pops) U.S. Cellular Cellular Yes CDMA
BellSouth PCS--B Yes GSM
Leap Wireless PCS--C No CDMA
Sprint PCS PCS--D Yes CDMA
Powertel PCS--E/C No GSM
Tennessee L.P. PCS--F No --
Lexington, KY....... BellSouth Cellular Yes TDMA
(893,400 Pops) GTE Cellular Yes CDMA
Sprint PCS PCS--B Yes CDMA
NextWave PCS--C No CDMA
Powertel PCS--D Yes GSM
Northcoast Oper Co. PCS--F No --
Louisville, KY...... BellSouth Cellular Yes TDMA
(1,448,400 Pops) GTE Cellular Yes CDMA
Sprint PCS PCS--B Yes CDMA
NextWave PCS--C No CDMA
Powertel PCS--D/E Yes GSM
Mobile, AL.......... BellSouth Cellular Yes TDMA
(653,900 Pops) GTE Cellular Yes CDMA
Sprint PCS PCS--A No CDMA
PrimeCo PCS--B Yes CDMA
Mobile Tri-States PCS--C Yes GSM
ALLTEL PCS--D Yes CDMA
Nashville, TN....... BellSouth Cellular Yes TDMA
(1,675,700 Pops) GTE Cellular Yes CDMA
Sprint PCS PCS--A Yes CDMA
Leap Wireless PCS--C No CDMA
Powertel PCS--D/E Yes GSM
Omnipoint-Galloway PCS--F No GSM
</TABLE>

52
<PAGE>

We consider our primary competitors to be BellSouth and Powertel.
BellSouth, through its BellSouth Mobility subsidiary, provides analog and TDMA-
based digital cellular services in markets that substantially overlap our
markets. BellSouth has deployed IS-136 TDMA technology in all of its digital
markets in which it competes with us, except Knoxville where it has deployed
the GSM standard. GTE, our other principal cellular competitor, has begun to
upgrade its network to provide digital cellular service.

Powertel's PCS markets overlap nearly all of our markets. Powertel has
deployed the GSM digital technology standard in all of its PCS markets. The GSM
technology currently does not permit roaming onto an analog cellular system
without reconnecting the call. As a result, Powertel customers currently have
to drop and reinitiate calls as they roam from a Powertel PCS service area to
the service area of an analog cellular provider.

FCC rules permit the partitioning of broadband PCS licenses into licenses
to serve smaller service areas, which could allow other new wireless
telecommunications providers to enter our markets. It is also possible for an
A-, B- or C-Block license holder to disaggregate its 30-MHz license into
several smaller components, such as 20-MHz and 10-MHz portions. If such
disaggregation did occur, we could face additional PCS competition in certain
of our markets.

Competition from Other Technologies. In addition to PCS and cellular
operators and resellers, we may also face competition from other existing
communications technologies, including enhanced specialized mobile radio. The
ESMR system incorporates characteristics of cellular technology, including low
power transmission and interconnection with the landline telephone network. A
limited number of ESMR operators have recently begun offering short messaging,
data services and voice messaging service on a limited basis. The integrated
enhanced digital technology network that Nextel and its affiliates have
deployed integrates the capabilities of three currently different devices: a
dispatch radio, a cellular telephone and an alphanumeric pager. Nextel is
offering service in Birmingham, Louisville, Knoxville and Nashville, and we
believe it is likely that Nextel will expand its service to other cities in our
markets. Within the area in which we compete, Southern Communications Services,
Inc. also has begun to deploy ESMR cell sites over much of Georgia, Alabama and
southeastern Mississippi.

In the future, cellular and PCS offerings will also compete more directly
with traditional landline telephone service operators, and may compete with
services offered by energy utilities, and cable and wireless cable operators
seeking to offer communications services through their existing infrastructure.
Additionally, continuing technological advances in telecommunications, the
availability of more spectrum and FCC policies that encourage the development
of new spectrum-based technologies make it impossible to predict the extent of
future competition.

Industry Overview

Wireless telecommunications products and services evolved from basic paging
services to mass-market voice only analog cellular services and have now
progressed to PCS, digital cellular and wireless data. Each new generation of
wireless telecommunications products and services has generally been
characterized by improved product quality, broader service offerings and
enhanced features. Because PCS operators have selected different technologies
and are targeting different market segments, no uniform definition of PCS
exists. Rather, individual operators have implemented separate service
strategies with a wide range of differentiation in service offerings and
targeted markets.

The provision of cellular telephone service began with providers utilizing
the 800 MHz band of radio frequency in 1982 when the FCC began issuing two
licenses per market throughout the United States. Since then, the demand for
wireless telecommunications has grown rapidly, driven by the increased
availability of services, technological advancements, regulatory changes,
increased competition and lower prices. According to the Cellular
Telecommunications Industry Association, the number of wireless subscribers in
the United States, including cellular, PCS and ESMR, has grown from
approximately 200,000 at June 30, 1985 to over 76 million at June 30, 1999,
which reflected a penetration rate of 27.6%.

53
<PAGE>

The following graph and table set forth certain U.S. wireless industry
statistics:

U.S. Wireless Subscribers
December 1985 - June 1999

Number of Subscribers
(in millions)

[BAR CHART]

1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999(a)
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
0.5 1.0 2.0 2.5 3.0 5.0 8.0 11.0 16.0 24.1 33.8 44.0 55.3 69.2 76.3

- -------
(a) As of June 30, 1999

<TABLE>
<CAPTION>
Six months
ended
Year Ended December 31, June 30,
------------------------------------------------------ ----------
Wireless Industry
Statistics(1) 1992 1993 1994 1995 1996 1997 1998 1999
- ----------------- ------ ------ ------ ------ ------ ------ ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total service revenues
(in billions).......... $ 7.8 $ 10.9 $ 14.2 $ 19.1 $ 23.6 $ 27.5 $ 33.1 $ 19.4
Wireless subscribers at
end of period (in
millions).............. 11.0 16.0 24.1 33.8 44.0 55.3 69.2 76.3
Subscriber growth....... 46.0% 45.1% 50.8% 40.0% 30.4% 25.6% 25.1% 25.5%
Average monthly revenues
per subscriber......... $68.68 $61.49 $56.21 $51.00 $47.70 $42.78 $39.43 $40.24
Ending penetration...... 4.3% 6.2% 9.2% 12.9% 16.6% 20.0% 25.0% 27.6%
Digital subscribers at
end of period (in
millions).............. -- -- -- -- -- 6.5 18.3 --
</TABLE>
- --------
Source: Cellular Telecommunications Industry Association and Census Bureau
Data.
(1) Reflects domestic U.S. commercially operational cellular, ESMR and PCS
providers.

In 1993, the FCC allocated a portion of the radio spectrum, 1850-1990 MHz,
for the provision of a new wireless communications service commonly known as
PCS. The FCC has described PCS as radio communications that encompass mobile
and ancillary communication that provide services to individuals and businesses
and can be integrated with a variety of competing networks. The FCC's stated
objectives in auctioning bandwidth for PCS were to foster competition to
existing carriers, increase availability of wireless services to a broader
segment of the public, and bring innovative technology to the U.S. wireless
industry. From 1995 through 1997, the FCC conducted auctions in which industry
participants were awarded PCS licenses for designated areas throughout the
United States.

Industry Outlook. Wireless telecommunication technology developments are
expected to evolve and continue to drive consumer growth as users demand more
sophisticated services and products. We believe that the initial success of PCS
operators in the United States, and the corresponding acceleration of wireless
penetration overall, supports the forecasted rapid growth of PCS services.

54
<PAGE>

Operation of PCS and Cellular Communications Systems. Wireless
communications system service areas, whether PCS or cellular, are divided into
multiple cells. In both PCS and cellular systems, each cell site contains a
transmitter, a receiver and signaling equipment. The cell site is connected by
microwave or landline telephone to a switch that uses computers to control the
operation of the communications system for the entire service area. The system
controls the transfer of calls from cell to cell as a subscriber's handset
travels, coordinates calls to and from handsets, allocates calls among the
cells within the system and connects calls to the local landline telephone
system or to a long distance telephone carrier. Wireless communications
providers establish interconnection agreements with local exchange carriers and
interexchange carriers, thereby integrating their system with the existing
landline communications systems.

Because the signal strength of a transmission between a handset and a cell
site declines as the handset moves away from the cell site, the switching
office and the cell site monitor the signal strength of calls in progress. When
the signal strength of a call declines to a predetermined level, the switching
office tries to hand off the call to another cell site where the signal
strength is stronger. If a handset leaves the service area of a PCS or cellular
system, then the call will be disconnected unless there is a compatible
technology capable of a roaming connection in the adjacent system that will
enable a "hand off."

Analog cellular handsets are functionally compatible with cellular systems
in all markets within the United States. As a result, analog cellular handsets
may be used wherever a subscriber is located, as long as a cellular system is
operational in the area.

Although 1900-MHz PCS and 850-MHz cellular systems utilize similar
technologies and hardware, they operate on different frequencies and may use
different technical and network standards. As a result, until the recent
introduction of dual-mode handsets, it was not possible for users of one type
of system to place calls on a different type of system outside of their service
area, or to hand off calls from one type of system to another.

PCS systems operate under one of three principal digital signal
transmission technologies, or standards, that have been proposed by various
operators and vendors for use in PCS systems: TDMA, CDMA or GSM. TDMA and GSM
are both time division-based standards but are incompatible with each other and
with CDMA. Accordingly, a subscriber of a system that utilizes TDMA technology
is currently unable to use a handset when traveling in an area not served by
TDMA-based PCS operators, unless the handset permits the subscriber to use the
analog cellular system in that area.

Digital vs. Analog Technology. 850-MHz cellular services transmit voice and
data signals over analog-based systems, which use one continuous electronic
signal that varies in amplitude or frequency over a single radio channel.
Conversely, digital systems convert voice or data signals into a stream of
digits that is compressed before transmission, enabling a single radio channel
to carry multiple simultaneous signal transmissions. This increased capacity,
along with enhancements in digital technology standards, allows digital-based
wireless technologies to offer new and advanced services, such as greater call
privacy and more robust data transmission features, such as "mobile office"
applications, including facsimile, electronic mail, advanced text paging
services and connecting portable computers to computer/data networks.

PCS is an all-digital wireless telephony service, which differs from
existing cellular and other wireless networks in three primary aspects:

. PCS operates in the 1850-1990 MHz frequency band while cellular and
SMR operate in the 800 and 900 MHz frequency bands.

. PCS spectrum was auctioned in bands of 30 MHz or 10 MHz, while each
initial cellular provider received 25 MHz of bandwidth and ESMR
providers collected approximately 10 to

55
<PAGE>

15 MHz in each market through a combination of allocations, auctions,
acquisitions and management agreements.

. PCS operators are expected, but not required, to operate fully digital
systems. Compared to analog cellular systems, digital systems,
including PCS and digital cellular systems, offer superior voice
quality, increased protection against eavesdropping and extended
battery life due to the reduced power consumption of digital
components.

PCS Auctions. In order to increase competition, promote improved quality
and service, and make available the widest possible range of wireless
telecommunications services to U.S. consumers, federal legislation was enacted
in 1993 directing the FCC to allocate radio frequency spectrum for PCS by
competitive bidding. In 1993, the FCC allocated 120 MHz of spectrum in the 2G-
Hz band for the provision of PCS. The 120 MHz of spectrum allocated for PCS
was divided into three 30-MHz blocks, A-, B-and C-Blocks and three 10-MHz
blocks, D-, E- and F-Blocks. Two different service areas have been designated:
51 MTAs for the A-and B-Blocks and 493 BTAs for the C-, D-, E- and F-Blocks.

Many C-Block PCS licensees have returned all or a portion of their
spectrum to the government under an FCC order permitting these licensees to
restructure. We chose to return 15 MHz of spectrum for certain Pops in
northern Alabama. On April 15, 1999, the FCC completed an auction of all C-
Block spectrum, along with several D-, E- and F-Block licenses, which was
either returned under the restructuring order or otherwise forfeited for
noncompliance with the rules or default under the government financing. We
participated in this re-auction through ABC Wireless, L.L.C., to which we made
a loan of $7.5 million for bidding on licenses.

Facilities

We currently own no real property. We have entered into leases for an
aggregate of 44,000 square feet of office space in Jackson, Mississippi for
use as our principal executive offices. The leases have initial terms ranging
from five years to ten years, with an option to renew for an additional five
years. We have also entered into a lease for 16,000 square feet of office
space in Jackson, Mississippi for use as a customer operations center. This
lease has an initial term of five and one-half years, with an option to renew
for an additional five years. Management expects that our current executive
office and customer operations office facilities will be sufficient through at
least 2001.

We have entered into leases in Jackson, Birmingham, Mobile, Nashville,
Knoxville, Louisville, Lexington and elsewhere for regional offices.

We have leased mobile switching centers in Knoxville, Nashville,
Birmingham, Louisville and Jackson. Each switching center has a common design
with up to 13,000 square feet of space. The lease term for the switch centers
is generally in the range of ten to fifteen years, with us having an option to
extend the term for five or ten years. These five switch centers are
sufficient to cover all of our markets and, accordingly, we do not expect to
add switch centers in the future.

Company retail stores will be located throughout our markets. These stores
will generally cover 1,200 to 2,000 square feet of space and the leases will
generally be for an initial five-year term, with one or more five-year renewal
options. We plan to open 30 company stores in 1999 and an additional 35 in
2000 to service all markets being launched in 1999 and 2000. We currently
operate 18 stores.

We expect to lease approximately 95% of our cell sites, either through
existing sites or built-to-suit sites. The cell site lease term is generally
for five years with one or more five-year renewal options. Maintenance of the
site is typically included in the lease arrangement and performed by the

56
<PAGE>

lessor. Additionally, we have negotiated master lease agreements with other
wireless providers and tower companies to lease space on their existing cell
sites throughout our markets. We expect that our company will need to construct
up to 70 greenfield cell sites for our planned network buildout through 2000.

Personnel

At October 31, 1999, we had 505 employees, including 94 in technical
operations, 265 in marketing and sales operations, 65 in customer operations,
22 in management information systems, 23 in human resources and 36 in corporate
and financial. Most of our employees are located at the corporate and customer
service operations locations in Jackson, Mississippi. Technical operations and
market and sales operations personnel are located in each of the regional
markets of Birmingham, Chattanooga, Huntsville, Knoxville, Louisville,
Lexington, Mobile, Montgomery and Nashville. We consider our relations with our
employees to be good. None of our employees is represented by a union.

Legal Proceedings

On April 25, 1997, Digital PCS, our predecessor-in-interest, received a
civil investigative demand letter from the Antitrust Division of the Department
of Justice requesting documents and information concerning its participation in
the FCC's PCS auctions. The civil investigative demand was issued in connection
with the Antitrust Division's investigation of allegations that Digital PCS and
others improperly communicated competitively significant auction information
through strategic bidding behavior. Other bidders reportedly received similar
civil investigative demands.

In November 1998, as part of a prearranged settlement, the Department of
Justice simultaneously filed a lawsuit against, and entered into a consent
decree with, Digital PCS and two other companies. The consent decree imposed no
penalties and made no finding of wrongdoing. Under the terms of the decree,
Digital PCS promised not to use so-called "trailing numbers" in its bids during
future FCC auctions. However, the FCC recently modified its auction structure
so that it is no longer possible for anyone to use trailing numbers in FCC
auctions.

While we were not a party to either the litigation or the consent decree,
we intend to voluntarily abide by the terms of the consent decree.

57
<PAGE>

GOVERNMENT REGULATION

Overview

As a recipient of licenses acquired through the C-Block auction and the F-
Block auction, our ownership structure and operations are and will be subject
to substantial FCC regulation.

FCC Authority

The Communications Act of 1934, as amended, grants the FCC the authority to
regulate the licensing and operation of all non-federal government radio-based
services in the United States. The scope of the FCC's authority includes:

. allocating radio frequencies, or spectrum, for specific services;

. establishing qualifications for applicants seeking authority to
operate such services, including PCS applicants;

. approving initial licenses, modifications thereto, license renewals,
and the transfer or assignment of such licenses;

. promulgating and enforcing rules and policies that govern the
operation of spectrum licensees;

. regulating the technical operation of wireless services,
interconnection responsibilities between and among PCS, other wireless
services such as cellular, and landline carriers; and

. imposing monetary fines and license revocations for any substantial
violations of those rules and regulations under its broad oversight
authority.

With respect to market entry and the promotion of a competitive marketplace
for wireless providers, the FCC regularly conducts rulemaking and adjudicatory
proceedings to determine and enforce rules and policies potentially affecting
broadband PCS operations.

General PCS Regulations

In June 1994, the FCC allocated spectrum for broadband PCS services between
the 1850-to 1990-MHz bands. Of the 120 MHz available for licensed PCS services,
the FCC created six separate blocks of spectrum identified as the A-, B-, C-,
D-, E- and F-Blocks. The A-, B- and C-Blocks are each allocated 30 MHz of
spectrum and the D-, E- and F-Blocks are allocated 10 MHz each. For each block,
the FCC adopted a 10-year PCS license term with an opportunity to renew. The
FCC also allocated 20 MHz of spectrum within the PCS band for unlicensed use.

The FCC adopted a rebuttable presumption that all PCS licensees are common
carriers, subject to Title II of the Communications Act. Accordingly, each PCS
licensee deemed to be a common carrier must provide services upon reasonable
request and the rates, terms and conditions of service must not be unjustly or
unreasonably discriminatory.

Structure of PCS Block Allocations

The FCC defines the geographic contours of the licenses within each PCS
block based on the major trading areas and basic trading areas. The FCC awarded
A- and B-Block licenses in 51 major trading areas. The C-, D-, E- and F-Block
spectrum were allocated on the basis of 493 smaller basic trading areas. In
addition, there is a Commercial Mobile Radio Service, or CMRS, spectrum cap
limiting all CMRS licensees to an aggregate of 45 MHz of PCS, cellular and SMR
spectrum (55 MHz in certain rural areas).

58
<PAGE>

The auctioned A- and B-Block licenses were awarded in June 1995. Spectrum
in the C- and F-Blocks is reserved for entrepreneurs. The FCC completed its
initial auction for the C-Block on May 6, 1996 and relicensed 18 C-Block
licenses on which initial auction winners defaulted in a re-auction that ended
on July 16, 1996. The D-, E-, and F-Block licenses were auctioned
simultaneously, with the auction closing on January 14, 1997.

In December 1996, the FCC adopted rules permitting broadband PCS carriers
to partition any service areas within their license areas and disaggregate any
amount of spectrum within their spectrum blocks to entities that meet the
eligibility requirements for the spectrum blocks. The purpose of the FCC's rule
change was to permit existing PCS licensees and new PCS entrants to have
greater flexibility to determine how much spectrum and geographic area they
need or desire in order to provide PCS service. Thus, A-, B-, D- and E-Block
licensees may sell or lease partitioned or disaggregated portions of their
licenses at any time to entities that meet the minimum eligibility requirements
of the Communications Act. C-and F- Block licensees may only sell or lease
partitioned or disaggregated portions of their licenses to other qualified
entrepreneurs during the first five years of their license terms, and such
entities would take over partitioned service areas subject to separately
established installment payment obligations. After five years, licenses are
freely transferable, subject to unjust enrichment penalties. If transfer occurs
during years six through ten of the initial license term to a company that does
not qualify for auction preferences, such a sale would be subject to immediate
payment of the outstanding balance of the government installment payment debt
as a condition of transfer. A transfer to a company that qualifies for a lower
level of auction preferences will be subject to partial repayment of bidding
credits and installment payments as a condition of transfer. Additionally, such
a sale may be subject to full repayment of the bidding credits.

The 1996 Act

On February 8, 1996, the President signed the 1996 Act, which effected a
sweeping overhaul of the Communications Act. In particular, the 1996 Act
substantially amended Title II of the Communications Act, which governs
telecommunications common carriers. The policy underlying this legislative
reform was the opening of the telephone exchange service markets to full
competition. The 1996 Act makes unlawful state and local barriers to
competition which prohibit or have the effect of prohibiting entry by
competitors, whether they are direct or indirect. It directs the FCC to
initiate rulemaking proceedings on local competition matters and to preempt
inconsistent state and local laws and regulations. The 1996 Act requires
incumbent landline local exchange carriers to open their networks to
competition through interconnection and access to unbundled network elements
and prohibits state and local barriers to the provision of interstate and
intrastate telecommunications services.

Some specific provisions of the 1996 Act that are expected to affect
wireless providers are summarized below. These provisions generally have proven
helpful to wireless carriers. There can be no assurance, however, that these
provisions or their implementation by federal or state regulators will not have
a material adverse effect on us.

Expanded Interconnection Obligations

The 1996 Act establishes a general duty of all telecommunications carriers,
including PCS licensees, to interconnect with other telecommunications
carriers, directly or indirectly. The 1996 Act also contains a detailed list of
requirements with respect to the interconnection obligations of local exchange
carriers. These interconnection obligations include resale, number portability,
dialing parity, access to rights-of-way and reciprocal compensation. The FCC
has determined that all CMRS carriers are considered telecommunications
carriers, but for now, CMRS providers such as us do not meet the 1996 Act's
definition of a local exchange carrier.

59
<PAGE>

The 1996 Act establishes a framework for state commissions to mediate and
arbitrate negotiations between incumbent local exchange carriers and carriers
requesting interconnection, services or network elements. The 1996 Act
establishes deadlines and policy guidelines for state commission decision-
making and federal preemption in the event a state commission fails to act.

Review of Universal Service Requirements

The 1996 Act contemplates that interstate telecommunications providers,
including CMRS providers, will "make an equitable and non-discriminatory
contribution" to support the cost of providing universal service, although the
FCC can grant exemptions in certain circumstances. A decision adopted by the
1996 Act-mandated Federal-State Joint Board rejected arguments that CMRS
providers should be exempted from universal service obligations and concluded
that, to the extent such carriers provide interstate service, they must
contribute to universal service support mechanisms. The Joint Board also found
that states could require CMRS providers to contribute to state support
mechanisms. The FCC now requires all CMRS carriers to contribute to a universal
service fund.

Prohibition Against Subsidized Telemessaging Services

The 1996 Act prohibits incumbent local exchange carriers from subsidizing
telemessaging services, including voice mail, voice storage/retrieval, live
operator service, and related ancillary services from their telephone exchange
service or exchange access and from discriminating in favor of their own
telemessaging operations.

Conditions on Regional Bell Operating Companies Provision of In-Region
InterLATA Services

The 1996 Act establishes conditions generally requiring that, before
engaging in landline interexchange services in states in which they provide
landline local service, referred to as in-region interLATA services, regional
Bell Operating Companies and their affiliates must provide access and
interconnection to one or more unaffiliated competing providers of telephone
exchange service. Regional Bell Operating Companies and their affiliates may
provide wireless services, including broadband PCS, in markets that cross LATA
boundaries as an incidental interLATA service.

Regional Bell Operating Companies Commercial Mobile Joint Marketing

The regional Bell Operating Companies are permitted to market jointly and
sell wireless services in conjunction with telephone exchange service, exchange
access, intraLATA and interLATA telecommunications and information services.

CMRS Facilities Siting

The 1996 Act limits the rights of states and localities to regulate
placement of CMRS facilities so as to prohibit or prohibit effectively the
provision of wireless services or to discriminate among providers of such
services. It also eliminates environmental effects from radiofrequency
emissions, provided the wireless system complies with FCC rules, as a basis for
states and localities to regulate the placement, construction or operation of
wireless facilities.

Equal Access

The 1996 Act provides that wireless carriers are not required to provide
equal access to common carriers for interexchange toll services. The FCC is
authorized to require unblocked access to long distance providers of the user's
choice subject to certain conditions.

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<PAGE>

Deregulation

The FCC is required to forebear from applying any statutory or regulatory
provision that it determines is not necessary to keep telecommunications rates
and terms reasonable or to protect consumers. A state may not apply a statutory
or regulatory provision that the FCC decides to forebear from applying. In
addition, the FCC must review its telecommunications regulations every two
years and change any that are no longer necessary.

The 1996 Act was explicit in its preemption of certain components of local
regulation of CMRS carriers, including the authority to preclude antenna site
construction due to concerns over radiofrequency emissions. Rather than
directly challenge federal authority in this area, local governments have
instituted moratoria on further construction while the health, safety and
historic preservation aspects of this matter are studied further. Currently
there are over 200 such moratoria in effect across the country. There are a
number of bills pending in Congress, some of which would strengthen the federal
government's preemption authority and some which would weaken federal
authority. We can not predict how this issue will be resolved and the extent to
which it may have a material impact on our ability to rapidly and efficiently
construct our PCS network.

Relocation of Fixed Microwave Licensees

In an effort to balance the competing interests of existing microwave users
and newly authorized PCS licensees in the spectrum allocated for PCS use, the
FCC has adopted (a) a transition plan to relocate fixed microwave operators
that currently are operating in the PCS spectrum, and (b) a cost sharing plan
so that if the relocation of an incumbent benefits more than one PCS licensee,
the benefiting PCS licensees will help defray the costs of the relocation. PCS
licensees will only be required to relocate fixed microwave incumbents if they
cannot share the same spectrum. The transition and cost sharing plans expire on
April 4, 2005, at which time remaining incumbents in the PCS spectrum will be
responsible for their costs to relocate their fixed microwave to alternate
spectrum locations.

Relocation generally involves a PCS operator compensating an incumbent for
costs associated with system modifications and new equipment required to move
to alternate, readily available spectrum. The transition plan, as modified,
allows most microwave users to operate in the PCS spectrum for a two-year
voluntary negotiation period and an additional one-year mandatory negotiation
period. For public safety entities dedicating a majority of their system
communications for police, fire or emergency medical service operations, the
voluntary negotiation period is three years. The FCC recently shortened the
voluntary negotiation period to one year for commercial microwave operators,
but retained the three year negotiation period for public safety licenses.
Parties unable to reach agreement within these time periods may refer the
matter to the FCC for resolution, but the existing microwave user is permitted
to continue its operations until final FCC resolution of the matter.

The FCC's cost-sharing plan allows PCS licensees that relocate fixed
microwave links outside of their licensed spectrum to receive reimbursements
from later-entrant PCS licensees that benefit from the clearing of their
spectrum. Two non-profit clearinghouses currently administer the FCC's cost-
sharing plan. Thus, we may be required in certain circumstances to defray the
cost of earlier relocations by A-, B- and C-Block licensees.

Including cost sharing for relocations performed by other PCS licensees and
cost sharing reimbursements by other PCS licenses paid to us, we expect to
spend a total of approximately $25 million for microwave relocation. We have
completed microwave relocations for all 1999 launch cities and do not expect
any delays to our scheduled service launches in 2000.

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C-Block License Requirements

Airwave Communications was the winning bidder for six licenses in the C-
Block auction, which was designated as an entrepreneurs Block. FCC rules
require each C-Block applicant and licensee to qualify as entrepreneur in order
to hold C-Block licenses and that it qualify as a small business in order to
receive certain financing preferences. The FCC determined that Entrepreneurs
that qualify as small businesses would be eligible to receive a C-Block Loan
from the U.S. Government for 90% of the dollar amount of their net winning bids
in the C-Block auction. For small businesses, the period during which C-Block
licensees may make interest-only payments is six years, with payments of
principal and interest amortized over the remaining four years of the license
term. For licenses acquired in the first C-Block auction, the interest rate for
outstanding principal is 7.0%. In the most recent C- and F-Block re-auction,
the FCC did not use installment payments, but instead required all applicants
to pay their net bid in cash prior to granting the licenses. In order to ensure
continued compliance with the FCC rules, the FCC has announced its intention to
conduct random audits during the initial ten-year PCS license terms.

Entrepreneurs Requirements

In order to hold a C-Block license, an entity and its affiliates must have
had (a) less than $125 million in gross revenues in each of fiscal 1993 and
1994 and (b) less than $500 million in total assets at the time it filed its
application to qualify for the C-Block auction on FCC Form 175. Airwave
Communications filed its Form 175 on November 6, 1995. In calculating a
licensee's gross revenues and total assets for purposes of the entrepreneurs
requirements, the FCC includes the gross revenues and total assets of the
licensee's affiliates, those persons or entities that hold attributable
interests in the licensee, and the affiliates of such persons or entities.
However, the gross revenues and total assets of certain affiliates are not
attributable to the licensee if the licensee maintains an organizational
structure that satisfies certain control group requirements defined below. For
at least five years after winning a C-Block license, a licensee must continue
to meet the entrepreneurs requirements in order to remain eligible for the
bidding credits and installment financing it received in the FCC's designated
entity program.

Airwave Communications qualified to enter the C-Block auction and is
qualified to hold C-Block licenses. If the FCC were to determine that Airwave
Communications did not satisfy the entrepreneurs requirements at the time it
participated in the C-Block auction or that we fail to meet the ongoing
entrepreneurs requirements, the FCC could revoke our PCS licenses, require us
to restructure in order to come into compliance with the relevant regulation,
fine us, accelerate our installment payment obligations, or take other
enforcement actions, including imposing the unjust enrichment penalties.
Although we believe we have met the entrepreneurs requirements, there can be no
assurance that we will continue to meet such requirements or that, if we fail
to continue to meet such requirements, the FCC will not take action against us.

Small Business Requirements

An entity that meets the entrepreneurs requirements may also receive
certain preferential financing terms if it meets certain other small business
requirements. These preferential financing terms include a 25% bidding credit
and the ability to make quarterly interest-only payments on its C-Block Loan
for the first six years of the license term. To meet the small business
requirements, a licensee must have had average annual gross revenues of not
more than $40 million for the three calendar years preceding the date it filed
its Form 175. In calculating a licensee's gross revenues for purposes of the
small business requirements, the FCC includes the gross revenues of the
licensee's affiliates, those persons or entities that hold attributable
interests in the licensee, and the affiliates of such persons or entities.

By claiming status as a small business, Airwave Communications, our
predecessor in interest, qualified for the 25% bidding credit and preferential
financing. If the FCC were to determine that we

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do not qualify as a small business, then we could be forced to repay the value
of the bidding credit and preferential financing for which we were not
qualified. Further, the FCC could revoke our PCS licenses, require us to
restructure in order to come into compliance with the relevant regulation,
accelerate our installment payment obligations, cause us to lose our bidding
credits retroactively, fine us or take other enforcement actions, including
imposing unjust enrichment penalties. Although we have been structured to meet
the small business requirements, there can be no assurance that we will
continue to meet such requirements or that, if we fail to continue to meet such
requirements, the FCC will not take any of the aforementioned actions against
us.

Control Group Requirements

If a C-Block licensee maintains an organizational structure in which at
least 25% of its total equity on a fully-diluted basis is held by a control
group that meets certain requirements, the FCC excludes certain assets and
revenues from being attributed to such total revenue and gross asset
calculations. The control group requirements mandate that the control group,
among other things, have and maintain both actual and legal control of the
licensee. Under the control group requirements:

. an established group of investors meeting certain financial
qualifications must own at least 15% of the licensee entity's total
equity interest on a fully-diluted basis and at least 50.1% of the
voting power in the licensee entity, and

. additional control group members must hold, on a fully-diluted basis,
the remaining 10% control group equity interest in the licensee
entity.

Additional control group members must be either:

. other qualifying investors in the control group;

. individual members of the licensee's management; or

. non-controlling institutional investors, including most venture
capital firms meeting FCC-specified criteria.

A C-Block licensee must have met the control group requirements at the time
it filed its Form 175 and must continue to meet the control group requirements
for five years following the license grant date, subject to possible unjust
enrichment obligations for ten years. Commencing the fourth year of the license
term, the FCC rules (a) eliminate the requirement that additional control group
members hold the 10% control group equity interest and (b) allow the qualifying
investors to reduce the minimum required control group equity interest from 15%
to 10%. Nonqualifying (passive) investors may own up to 25% of the total equity
on a fully diluted basis and may vote up to 25% of the voting interests.

In order to meet the control group requirements, our Restated Certificate
of Incorporation provides that outstanding shares of capital stock of ours will
always be subject to redemption by action of our Board of Directors if, in the
judgment of the Board of Directors, such redemption is necessary to prevent the
loss or secure the reinstatement of any license from the FCC held by us or any
of our subsidiaries. Although we believe that we have taken sufficient steps to
meet the control group requirements, there can be no assurance that we have met
or will continue to meet the control group requirements, or that the failure to
meet such requirements would not have a material adverse effect on us,
including the possible revocation of our PCS licenses by the FCC.

Foreign Ownership Limitations

The Communications Act requires that non-U.S. citizens, their
representatives, foreign governments or corporations otherwise subject to
domination and control by non-U.S. citizens may

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not own of record or vote (a) more than 20% of the capital contribution to a
common carrier directly, or (b) more than 25% of the capital contribution to
the parent corporation of a common carrier licensee, if the FCC determines
such holdings are not within the public interest. Because the FCC classifies
PCS as a common carrier offering, PCS licensees are subject to the foreign
ownership limits. Congress recently eliminated restrictions on non-U.S.
citizens serving as members on the board of directors and officers of a common
carrier radio licensee or its parent. Under the World Trade Organization
agreement, ratified by the United States and 69 other countries as of February
5, 1998, the United States has agreed to permit indirect foreign ownership of
up to 100% of a licensed company; however direct ownership will continue to be
limited to 20%. Entities wishing to exceed the 25% indirect ownership
threshold will now be accorded a strong presumption that foreign investment by
other World Trade Organization member countries would serve the public
interest. The FCC will review applications to exceed the 25% benchmark on a
streamlined processing schedule.

Airwave Communications' long form application with the FCC after the
completion of the C-Block auction indicates that Airwave Communications is in
compliance with the FCC foreign-ownership rules. However, if the foreign
ownership of us were to exceed 25% in the future, the FCC could revoke our
licenses, require us to restructure our ownership to come into compliance with
the foreign ownership rules or impose other penalties. Further, our Restated
Certificate of Incorporation enables us to redeem shares from holders of
common stock whose acquisition of such shares results in a violation of such
limitation. The restrictions on foreign ownership could adversely affect our
ability to attract additional equity financing from entities that are, or are
owned by, non-U.S. entities.

F-Block License Requirements

The FCC has for the most part extended its C-Block eligibility
requirements and auction rules to the F-Block, with the following exceptions.
For the purposes of determining the entrepreneur's asset limit, F-Block
applicants do not count the value of C-Block licenses, although they must
count other CMRS licenses, including A-Block and B-Block PCS licenses. F-Block
auction participants, as well as D- and E-Block participants, were required to
pay 20% of their net winning bid, as opposed to only 10% required of C-Block
bidders.

Participants in the F-Block auction could qualify for either of two
bidding credit levels: applicants with average gross revenues of not more than
$40 million during the previous three years received a 15% bidding credit,
while applicants with average gross revenues of not more than $15 million for
the same period are referred to as very small businesses and received a 25%
bidding credit. For small businesses and very small businesses, the period
during which F-Block licensees may make interest-only payments is two years,
as opposed to six years for C-Block small businesses, with payments of
principal and interest amortized over the remaining eight years of the license
term. The interest rate applicable to Digital PCS for outstanding principal is
6.125%. Furthermore, F-Block licensees that fall more than 180 days behind in
scheduled installment payments will incur a 5% late payment fee. By claiming
status as a very small business, Airwave Communications qualified for the 25%
bidding credit and the most favorable installment payment plan offered by the
FCC.

Digital PCS was the winning bidder for 32 licenses in the D-, E- and F-
Block auction. The markets are comprised of 29 licenses in the F-Block, one
license in the D-Block and two licenses in the E-Block. With respect to those
licenses won in the F-Block auction, we

1.believe that Digital PCS structured itself to satisfy the FCC's very
small business requirements,

2.intend to maintain diligently our qualification as a very small
business, and

3.have structured the notes, including certain restrictions on
ownership and transfer, in a manner intended to ensure compliance with the
applicable FCC rules.

We have relied on representations of our investors to determine our
compliance with the FCC's rules applicable to C-Block and F-Block licenses.
There can be no assurance, however, that our

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investors or we will continue to satisfy these requirements during the terms of
the PCS licenses granted to us or that we will be able to successfully
implement divestiture or other mechanisms included in our Restated Certificate
of Incorporation that are designed to ensure compliance with FCC rules. Any
non-compliance with FCC rules could subject us to penalties, including a fine
or revocation of our PCS licenses.

Transfer Restrictions

Within the first five years of the grant of a C- or F-Block license,
transfer of the license is permitted only to another entity eligible for the C-
or F-Block, such as another small business or very small business. If transfer
occurs during years six through ten of the initial license term to a company
that does not qualify for the same level of auction preferences as the
transferor, such a sale would be subject to full payment of bidding credits and
immediate payment of the outstanding balance of the government installment
payment debt as a condition of transfer, known as the FCC unjust enrichment
penalties. In addition, if we wish to make any changes in ownership structure
during the initial license term involving the de facto or de jure control of
us, we must seek FCC approval and may be subject to the FCC unjust enrichment
penalties indicated above.

Buildout Requirements

The FCC has mandated that recipients of PCS licenses adhere to five-year
and ten-year buildout requirements. Under both five-and ten-year buildout
requirements, all 30-MHz PCS licensees, such as C-Block licensees, must
construct facilities that offer coverage to at least one-third of the
population in their service area within five years from the date of initial
license grants. Service must be provided to two-thirds of the population within
ten years. In the D-, E- and F-Blocks, 10 MHz PCS licenses are required to
reach one-quarter of the population within five years or make a showing of
substantial service within five years. The FCC, however, has not defined the
term "substantial services". Violations of these regulations could result in
license revocations or forfeitures or fines or other sanctions, such as
reductions in service areas.

Additional Requirements

As a C- and F-Block licensee, we will be subject to certain restrictions
that limit, among other things, the number of broadband PCS licenses we may
hold as well as certain cross-ownership restrictions pertaining to cellular and
other wireless investments.

Penalties for Payment Default

In the event that we are unable to meet our obligations under the
government financing, the FCC could in such instances reclaim some or possibly
all of our licenses, re-auction them, and subject us to a penalty comprised of
the difference between the price at which we acquired our license and the
amount of the winning bid at re-auction, plus an additional penalty of 3% of
the lesser of the subsequent winning bid and the defaulting bidder's bid
amount.

Other FCC Requirements

Regulatory Parity. The FCC has adopted rules designed to create consistency
in the manner in which it regulates similar types of mobile service providers.
According to these rules, all CMRS providers that offer substantially similar
services will be subject to similar regulation. A CMRS service is one in which
the mobile radio service is provided for a profit, interconnected to the public
switched telephone networks, and made available to the public. Under these
rules, providers of SMR and ESMR services are subject to regulations similar to
those governing cellular and PCS carriers if they offer an interconnected
commercial mobile service.

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Commercial Mobile Radio Service Spectrum Ownership Limit. The FCC has
limited the amount of broadband CMRS spectrum, including cellular, broadband
PCS and SMR, in which an entity may hold an attributable interest in a given
geographic area to 45 MHz (55 MHz in certain rural areas). For these purposes,
only PCS and other CMRS licenses are attributed to an entity where its equity
exceeds certain thresholds, the entity is an officer or director of a broadband
PCS, cellular or SMR licensee, or certain other relationships exist which cause
an interest to be attributable. Our ability to raise capital from entities with
attributable broadband CMRS interests in certain geographic areas is likely to
be limited by this restriction. See "Management's Discussion and Analysis--
Pending License Acquisition".

Resale. The FCC has adopted rules that prohibit broadband PCS, cellular and
certain SMR and ESMR licensees from restricting the resale of their services.
The FCC has determined that the availability of resale will increase
competition at a faster pace by allowing new entrants to launch service quickly
through the resale of their competitors' services while they are building out
their own facilities. This prohibition is scheduled to expire in November 2002.
However, the FCC has received petitions requesting the FCC to extend the five-
year period. Additionally, the FCC requires such carriers to provide roaming
service to subscribers of other such carriers, through which roaming
subscribers of other carriers may make calls after establishing a method of
payment with a host carrier.

Number Portability. The FCC has imposed number portability requirements on
broadband PCS, cellular and certain SMR and ESMR providers. The Commission's
number portability rules requires that such licensees provide their customers
with the ability to change carriers while retaining phone numbers. By November
24, 2002, CMRS providers must be able to offer number portability without the
impairment of quality, reliability or convenience when switching service
providers, including the ability to support roaming throughout their networks.
The FCC has solicited further comment on the appropriate cost-recovery methods
regarding long-term number portability.

E-911. The FCC also requires cellular, PCS, and certain SMR and ESMR
carriers to transmit all wireless 911 emergency calls to Public Safety
Answering Points without any credit checks or validation. The FCC also requires
that such carriers must be capable of transmitting 911 calls from individuals
with speech or hearing disabilities through means such as text telephone
devices. By October 2001, carriers must be able to provide the Public Safety
Answering Point with the location of the mobile caller within a radius of 125
meters. The FCC proceeding implementing these requirements is ongoing and these
requirements remain subject to further modification. On October 26, 1999, the
Wireless Communications and Public Safety Act was signed into law by President
Clinton. This new law seeks to enhance public safety by making 911 the
universal emergency assistance number, promoting wireless communications,
clarifying and enhancing the liability protections afforded to wireless
carriers for both emergency and non-emergency service, and supporting the
location of wireless consumers in distress.

RF Emissions. In August 1996, as revised in August 1997, the FCC adopted
new guidelines and methods for evaluating the effects of radiofrequency
emissions from transmitters including PCS mobile telephones and base stations.
The new guidelines, which are generally more stringent than previous
requirements, were effective immediately for hand-held devices and became
effective for other devices on October 15, 1998.

CALEA. Wireless providers are subject to the Communications Assistance for
Law Enforcement Act also known as the Wiretap Act, which is under the purview
of the Department of Justice. The Wiretap Act requires carriers to have a
specific number of open ports available for law enforcement personnel with the
appropriate legal authority to perform wiretaps on the carrier's network. Full
implementation of The Wiretap Act's assistance capability requirements,
however, is not required until June 30, 2000 because the FCC has found that
there is a lack of equipment available to meet these requirements.

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Calling Party Pays. The FCC is considering mechanisms to permit CMRS
carriers to charge the party initiating the call (even if not the CMRS
subscriber).

Other Federal Regulations. Wireless networks are subject to certain Federal
Aviation Administration, Environmental Protection Agency and FCC guidelines
regarding the location, lighting and construction of transmitter towers and
antennas. In addition, the FCC has authority to enforce certain provisions of
the National Environmental Policy Act as they would apply to our facilities. We
intend to use common carrier point-to-point microwave and traditional landline
facilities to connect base station sites and to link them to their respective
main switching offices. These microwave facilities have historically been
separately licensed by the FCC on a first-come, first-served basis, although
the FCC could decide to auction certain of such licenses, and are subject to
specific service rules.

Wireless providers also must satisfy a variety of FCC requirements relating
to technical and reporting matters. One such requirement is the coordination of
proposed frequency usage with adjacent wireless users, permittees and licensees
in order to avoid radiofrequency interference between adjacent networks. In
addition, the height and power of base station transmitting facilities and the
type of signals they emit must fall within specified parameters.

State and Local Regulation. The scope of state regulatory authority covers
such matters as implementing those parts of the Communications Act governing
the terms and conditions of interconnection between local exchange carriers and
wireless carriers, customer billing information and practices, billing
disputes, other consumer protection matters, environmental, zoning, and
historical preservation, certain facilities construction issues, the bundling
of services and equipment, and requirements relating to making capacity
available to third party carriers on a wholesale basis. In these areas,
particularly the terms and conditions of interconnection between local exchange
carriers and wireless providers, the FCC and state regulatory authorities share
regulatory responsibilities with respect to interstate and intrastate issues,
respectively.

We have been and intend to remain active participants in rulemaking and
other administrative policy proceedings before the FCC and before state
regulatory authorities. Proceedings with respect to the foregoing policy issues
before the FCC and state regulatory authorities could have a significant impact
on the competitive market structure among wireless providers and the
relationships between wireless providers and other carriers.

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JOINT VENTURE AGREEMENTS WITH AT&T WIRELESS

On May 20, 1998, Airwave Communications, Digital PCS, AT&T Wireless, TWR
Cellular, Inc., an indirect wholly-owned subsidiary of AT&T Corp., certain cash
equity investors, certain members of management and ourselves entered into the
Securities Purchase Agreement which provided for the formation of the Tritel-
AT&T Wireless joint venture and related equity investments. On January 7, 1999,
the transactions contemplated by the Securities Purchase Agreement were closed
and the parties entered into a Network Membership License Agreement, Roaming
Agreement, Roaming Administration Agreement, Stockholders' Agreement, Long
Distance Agreement, Closing Agreement and agreed on a form of Resale Agreement.

The following description is a summary of the material provisions of the
Securities Purchase Agreement, Network Membership License Agreement, Roaming
Agreement, Roaming Administration Agreement, Stockholders' Agreement, Long
Distance Agreement, Closing Agreement and form of Resale Agreement. The summary
does not restate those agreements in their entirety and is qualified in its
entirety by reference to each agreement.

Securities Purchase Agreement

Under the Securities Purchase Agreement: (1) AT&T Wireless and TWR assigned
the AT&T contributed Pops to us in exchange for shares of our Series A
Preferred Stock and Series D Preferred Stock; (2) Airwave Communications and
Digital PCS assigned to us their contributed Pops and certain other assets in
exchange for shares of Series C Preferred and the assumption of certain
liabilities of Airwave Communications and Digital PCS, including the
indebtedness owed to the United States Department of the Treasury for the
Airwave Communications and Digital PCS contributed Pops; and (3) the Cash
Equity Investors purchased shares of the Series C preferred stock.

The AT&T contributed Pops are comprised of licenses providing for the right
to use 20 MHz of authorized frequencies in geographic areas that cover
approximately 9.1 million Pops, which AT&T Wireless has partitioned and
disaggregated from certain of its 30-MHz A- and B-Block PCS licenses. AT&T
Wireless has reserved the right to use, and market and sell to others, any
services on the 10 MHz of spectrum that it retains in the creation of the AT&T
contributed Pops, subject to the exclusivity provisions of the Stockholders'
Agreement and the License Agreement.

Except as specified in the Securities Purchase Agreement and the related
agreements, none of AT&T Wireless, TWR nor any of their respective affiliates
has any further obligation or commitment to acquire our debt or equity
securities, provide or arrange for debt or equity financing for us or provide
services to or otherwise assist us in connection with the conduct of our
business. The Securities Purchase Agreement does not contain any restrictions
on AT&T Wireless, TWR, or any of their respective affiliates, from competing,
directly or indirectly, with us.

AT&T Wireless Network Membership License Agreement

As part of our strategic alliance with AT&T Wireless, we have entered into
the AT&T Wireless Network Membership License Agreement with AT&T Corp. and its
affiliates, including AT&T Wireless. Under the License Agreement, we have been
granted a royalty-free, non-exclusive license to use the AT&T logo with the
globe design, the related trade dress and the expression "Member of the AT&T
Wireless Network" and variations of the foregoing, in equal emphasis with our
own brands or marks, in our markets in the marketing of our mobile wireless
telecommunications products and services. The license does not permit, however,
the use of the AT&T licensed marks in connection with providing or reselling
long distance or local service or any other product or service other than those
covered by our PCS licenses. AT&T has retained the unimpaired right to use the
AT&T licensed

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marks in our markets for marketing, offering or providing any products or
services. AT&T will not grant to any other person providing mobile wireless
telecommunications products or services in our markets a right or license to
use the AT&T licensed marks, except to a person that is a reseller of our
services, a person acting as our agent or a person that provides fixed wireless
telecommunications services to or from specific locations, such as buildings or
office complexes, so long as such services do not constitute mobile wireless
telecommunications services in our markets. We are not permitted to assign,
sub-license or transfer any of our rights, obligations or benefits under the
License Agreement.

In an effort to ensure that our service meets AT&T's high quality
standards, we have agreed to abide by certain quality standards set forth in
the License Agreement and to permit AT&T to conduct inspections of our
facilities from time to time.

The License Agreement is for an initial term of five years. The License
Agreement will be renewed for an additional five-year term if:

. each party gives the other notice of intent to renew at least 90 days
prior to the expiration of the initial term, or

. during the period which begins 120 days prior to expiration and ends
110 days prior to expiration, either party requests that the other
party provide notice of intent to renew, and the other party either
gives notice of intent to renew or fails to respond to such request.

AT&T is permitted to terminate the License Agreement if we:

. use the AT&T licensed marks other than as provided in the License
Agreement;

. use the AT&T licensed marks in connection with any marketing or
provision of telecommunications services that fails to meet AT&T's
quality standards in any material respect;

. refuse or neglect a request by AT&T Wireless for access to our
facilities or marketing materials for a period of more than five
business days after the receipt of notice thereof;

. experience a change of control;

. become bankrupt;

. fail to maintain our rights to hold FCC licenses with respect to our
markets representing 5% or more of our Pops, unless the failure is the
result of AT&T's actions or inactions;

. license, assign, transfer, dispose of or relinquish any of the rights
granted to us in, and other than as permitted by, the License
Agreement;

. fail to obtain permission from AT&T Wireless to use the AT&T licensed
marks in sponsoring, endorsing or affiliating with any event, meeting,
charitable endeavor or other undertaking that has a material adverse
effect on AT&T or the AT&T licensed marks;

. fail to maintain any and all confidential information furnished to us
in the strictest confidence; or

. commit a substantial company breach as defined in the Stockholders'
Agreement.

Upon the later occurrence of: (a) consummation of a Disqualifying
Transaction, as defined below, or (b) the second anniversary of the date AT&T
gives notice to us that it has entered into a letter of intent or binding
agreement to engage in a Disqualifying Transaction, AT&T may terminate the
License Agreement with us by providing notice to us. However, no such
termination may occur during the initial term. If we have not exercised our
right to convert all of AT&T's Series A and Series

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D Preferred into Series B Preferred, the termination only applies to that
portion of our markets that overlap the markets in which a party to such
Disqualifying Transaction owns an FCC license to provide Commercial Mobile
Radio Service (the "Overlap Markets"). Upon a termination of the License
Agreement, we must cease using the AT&T Licensed Marks within 90 days.

The License Agreement will also terminate in the event that AT&T Wireless
converts any of its shares of Series A Preferred into Common Stock on the
later of (a) the initial term plus any renewal periods, or (b) two years from
the date of such conversion.

The term "Disqualifying Transaction" means a merger, consolidation, asset
acquisition or disposition, or other business combination involving AT&T Corp.
or its affiliates and another person, which other person

(a) derives from telecommunications businesses annual revenues in
excess of $5 billion,

(b) derives less than one-third of its aggregate revenues from
wireless telecommunications services,

(c) owns FCC Licenses to offer, and does offer, mobile wireless
telecommunications services, except certain specified services, serving
more than 25% of the Pops within our licensed territory, and

(d) with respect to which AT&T Wireless has given notice to us
specifying that such merger, consolidation, asset acquisition or
disposition or other business combination shall be a Disqualifying
Transaction for purposes of this agreement and the transactions
contemplated thereby.

Roaming Agreement

Our company and AT&T Wireless, along with our respective affiliates, have
also entered into an intercarrier roamer service agreement, called the Roaming
Agreement, to allow subscribers of each party to roam onto each other's
wireless network when a subscriber travels into a geographic area that the
other party services.

The Roaming Agreement states that we and AT&T Wireless will provide
automatic call delivery to the other party's customers who roam into our
geographic area. To facilitate this service, each party has agreed to provide
continuously the necessary hardware, software and transmission facilities to
support such call delivery, either directly or through a separate network of
wireless communications carriers.

The Roaming Agreement has an initial term of 20 years, subject to earlier
termination, and thereafter will continue on a month-to-month basis until
terminated with 90 days written notice. The agreement may be terminated or
suspended upon default by either party for

. material breach of any term of the Roaming Agreement that continues
unremedied for 30 days;

. a voluntary liquidation or dissolution of either party;

. a final order by the FCC revoking or denying renewal of a material PCS
license or permit granted to either party; or

. a bankruptcy of either party.

Either party may suspend certain aspects of its services if it determines
that fraudulent or unauthorized use of the system has reached an unacceptable
level of financial loss.

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Roaming Administration Service Agreement

AT&T Wireless and our company have also entered into a roaming
administration service agreement to allow us to receive certain benefits under
intercarrier roaming services agreements between AT&T Wireless and other
specified wireless carriers, to permit subscribers of those other wireless
carriers to use our facilities in accordance with the applicable intercarrier
roaming services agreements and to make available to us the roaming
administration services of AT&T Wireless. The Roaming Administration Agreement
provides that AT&T Wireless will perform, for a fee, roaming administration and
settlement services to manage our roaming program.

The Roaming Administration Agreement has an initial term of two years,
subject to earlier termination, and thereafter will renew automatically for
successive terms of one year each until either party chooses not to renew upon
90 days prior written notice. The Roaming Administration Agreement may be
terminated for any of the following reasons:

. material breach by either party;

. material and unreasonable interference with one party's operations by
the operations of the other party for a period exceeding ten days;

. by AT&T Wireless with respect to any intercarrier roaming services
agreement or its interoperability agreement with EDS Personal
Communications Corporation, in the event the applicable agreement
expires or is terminated. The current interoperability agreement with
EDS Personal Communications Corporation expires on March 31, 2000,
with respect to settlement services and on June 30, 1999, with respect
to call validation services;

. by AT&T Wireless in the event that we are no longer a member in good
standing with the North American Cellular Network, Inc.;

. by AT&T Wireless with respect to the roaming administration services
received under AT&T Wireless' interoperability agreement with EDS
Personal Communications Corporation should that agreement expire or
terminate; or

. either party for any reason upon 180 days prior written notice.

Upon termination of the Roaming Administration Agreement for any of the
reasons set forth above, each party shall immediately, or upon final
accounting, pay all amounts owing to the other parties thereunder, whether due
or to become due.

Stockholders' Agreement

AT&T Wireless, the management stockholders and the cash equity investors
have entered into a Stockholders' Agreement with us

. to provide for our management;

. to impose certain restrictions on the sale, transfer or other
disposition of our securities; and

. to create certain rights related to such securities, including
representation on our board of directors, a right of first offer, a
right of participation, a right of inclusion and registration rights.

Management. The Stockholders' Agreement provides that our Board of
Directors will consist of thirteen members. For so long as required by the FCC,
the management stockholders will

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nominate four members, each of whom must be one of our officers and each of
whom will have 1/2 of a vote, AT&T Wireless will nominate two members and the
cash equity investors will nominate three members. The remaining four directors
will be nominated by the management stockholders, with one such nomination
subject to the consent of the cash equity investors alone, with the remaining
three subject to the consent of the cash equity investors and AT&T Wireless.
Once permitted by FCC regulation, the remaining four directors will be
nominated by the cash equity investors, with three of these nominations subject
to the consent of AT&T Wireless and Messrs. Mounger and Martin.

All actions of the Board of Directors will require a majority vote of the
entire Board of Directors, except that certain significant transactions will
require the vote of at least three of the five directors nominated by the cash
equity investors and AT&T Wireless and four of the six votes cast by the
directors nominated by the management stockholders and the four remaining
directors nominated by the management stockholders or the cash equity investors
as described above. Such significant transactions include, but are not limited
to,

. a sale or transfer of a material portion of our assets or any
subsidiary;

. a merger or consolidation of ours or any subsidiary;

. the offering of any securities of ours or any subsidiary other than as
contemplated by the Securities Purchase Agreement;

. the hiring or termination of our executive officers;

. the incurrence of certain indebtedness;

. the making of certain capital expenditures; and

. the initiation of any bankruptcy proceeding, dissolution or
liquidation of our company or any subsidiary.

Restrictions on Transfer. The stockholders, including AT&T Wireless and
TWR, have agreed not to, directly or indirectly, transfer or otherwise grant or
create certain liens in, give, place in trust or otherwise voluntarily or
involuntarily dispose of ("Transfer") any share of Company Stock, defined in
the Stockholders' Agreement, beneficially owned by such stockholder on or prior
to an initial public offering, or IPO, of our common stock, subject to certain
limited exceptions. In addition, the stockholders including AT&T Wireless and
TWR, have agreed not to Transfer any share of Series C Preferred, Series D
Preferred or Common Stock until January 7, 2002, except to affiliates and
except that cash equity investors and up to 1,000 shares to management
stockholders. The management stockholders have agreed not to Transfer any
shares of Class A Common Stock until January 7, 2004 except to us and except
the 25% of their Class A Common Stock that may be Transferred upon the later of
an IPO or January 7, 2002.

Right of First Offer. If a non-AT&T Wireless stockholder desires to sell
shares of preferred or common stock, other than Voting Preference Stock and
Class C Common Stock, to a third party, such stockholder must first offer such
shares to AT&T Wireless. AT&T Wireless will then have ten business days to
offer to purchase all, but not less than all, of such shares at the offered
price. If AT&T Wireless does not accept such offer, such investor may offer the
shares to other potential purchasers at or above the offer price, for up to 90
days. If AT&T Wireless or TWR desires to sell shares of preferred or common
stock, the cash equity investors will have the same right of first offer. In
the event that neither any cash equity investor nor AT&T Wireless purchases
such shares pursuant to the above rights, the shares may be sold to any person
other than a prohibited transferee as defined in the Stockholders' Agreement.

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<PAGE>

Right of Participation. Substantially all of our stockholders have rights
to purchase additional shares of common stock in connection with this offering
in order to maintain their relative percentage ownership in our company.
Certain of our stockholders have exercised, as of the date of this prospectus,
their rights to purchase additional shares of our Class A and Class B common
stock in connection with our initial public offering, and our other
stockholders with these rights have waived their rights to participate in our
initial public offering. See "Principal Stockholders".

Right of Inclusion. No stockholder may Transfer shares of any series or
class of preferred, other than Series B Preferred, or common stock
(collectively, "Inclusion Stock") to persons who are not affiliates of that
stockholder if the Transfer would result in that stockholder, or stockholders
acting in concert, Transferring 25% or more of the outstanding shares of any
class of Inclusion Stock (an "Inclusion Event"), unless the terms and
conditions of such Transfer include an offer to AT&T Wireless, the cash equity
investors and the management stockholders (each, an "Inclusion Event Offeree")
for each of them to sell to the purchaser of the Inclusion Stock the same
proportion of each Inclusion Event Offeree's Inclusion Stock as proposed to be
sold by the selling Stockholder. In the event that such person does not agree
to purchase all of the shares of Inclusion Stock proposed to be sold, then the
selling stockholder and each Inclusion Event Offeree will have the right to
sell a proportionate amount of Inclusion Stock to such person. For purposes of
determining an Inclusion Event, if the Inclusion Stock is Series C Preferred,
then Series D shall also be deemed to be Inclusion Stock, and Series C
Preferred and Series D Preferred shall be deemed to be one class of preferred
stock.

Right of First Negotiation. Following an IPO, any stockholder desiring to
Transfer any shares of Common Stock or Series C Preferred (1) pursuant to an
underwritten registration, (2) pursuant to Rule 144 under the Securities Act or
(3) in a transaction or series of related transactions resulting in the
Transfer of not more than ten percent of all common stock on a fully diluted
basis, excluding for such purposes the Series A Preferred Stock, must first
give AT&T Wireless written notice thereof containing the proposed terms of such
sale. For the applicable first negotiation period, AT&T Wireless will have the
exclusive right to negotiate with such Stockholder regarding the purchase of
such shares. The stockholder has the right to reject any offer made by AT&T
Wireless during such first negotiation period. Upon the expiration of the first
negotiation period, the stockholder has the right to sell the shares included
in the notice on such terms and conditions as are acceptable to the Stockholder
in its sole discretion during the applicable offer period.

If shares of common stock are proposed to be Transferred pursuant to an
underwritten registration, the applicable first negotiation period is ten days
and the applicable offer period is 120 days. If shares of common stock are
proposed to be Transferred pursuant to Rule 144, the applicable first
negotiation period is three hours and the applicable offer period is five
business days. If shares of common stock are proposed to be Transferred in a
transaction or series of related transactions resulting in the sale of not more
than ten percent of all common stock on a fully diluted basis, excluding for
such purposes the Series A Preferred, the applicable first negotiation period
is one business day, provided the notice is given prior to 9:00 a.m. on the day
prior to the proposed Transfer, and the applicable offer period is ten business
days.

Demand Registration Rights. From and after the ninety-first day following
the date of the IPO, or such longer period as may be required by the managing
underwriter, any "Qualified Holder" and management stockholders that in the
aggregate beneficially own at least 50.1% of the Class A Voting Common Stock
then beneficially owned by the management stockholders (each, a "Demanding
Stockholder") will have the right to require us to file a registration
statement under the Securities Act covering the Class A Common Stock (a "Demand
Registration"), subject to certain limited exceptions.

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<PAGE>

A "Qualified Holder" is defined as:

(a) any stockholder or group of stockholders that beneficially owns
shares of Class A Voting Common Stock reasonably expected, upon sale, to
result in aggregate gross proceeds of at least $25 million; or

(b) AT&T Wireless and TWR for so long as they beneficially own in the
aggregate greater than two-thirds of the initial issuance to them of
shares of Series A Preferred.

We will not be obligated to effect more than two separate Demand
Registrations in any twelve-month period, provided that only one request for
Demand Registration may be exercised by AT&T Wireless and/or Management
Stockholders that in the aggregate beneficially own at least 50.1% of the
shares of the Class A Voting Common Stock then beneficially owned by the
Management Stockholders during any twelve-month period. If we determine that a
Demand Registration would interfere with any pending or contemplated material
transaction, we may defer such Demand Registration subject to certain
limitations.

Piggyback Registration Rights. If we propose to register any shares of
Class A Voting Common Stock, or securities convertible into or exchangeable for
shares of Class A Common Stock, with the Securities and Exchange Commission
under the Securities Act, we will, subject to certain limitations, give notice
of the proposed registration to all stockholders and include all common stock
as to which we have received a request for inclusion, subject to customary
underwriter cutbacks.

Consequences of a Disqualifying Transaction. Upon consummation of a
Disqualifying Transaction, the exclusivity provisions of the Stockholders'
Agreement applicable to AT&T Wireless and TWR will terminate as to all of our
markets. However, if we have not exercised our right to convert all of AT&T's
Series A and Series D Preferred into Series B Preferred, the termination
applies only to the Overlap Markets.

Upon AT&T Wireless' terminating its obligations and those of TWR in
connection with a Disqualifying Transaction, we will have the right to cause
AT&T Wireless and TWR, or their transferees other than any cash equity
investor, to exchange all or a proportionate number of shares of Series A
Preferred then owned by AT&T Wireless and TWR equal to a fraction, the
numerator of which is the number of Pops in the Overlap Markets and the
denominator of which is the total number of Pops in all of our markets, for an
equivalent number of shares of Series B Preferred. We shall have similar
conversion rights with respect to any Series D Preferred shares, or Series B
Preferred or common stock into which such shares have been converted, owned by
AT&T Wireless and TWR.

Additional Covenants. To induce the stockholders to enter into the
Stockholders' Agreement, we have agreed to, among other things:

. construct a network system to cover the territory of its PCS licenses
according to an agreed upon buildout plan;

. arrange for all necessary microwave relocation and reimburse AT&T for
any such relocation costs it incurs in connection with the AT&T
contributed Pops;

. offer certain service features and adhere to certain quality
standards;

. refrain from entering into certain merger, sale or liquidation
transactions or to effect a change in the business of ours without the
prior consent of AT&T Wireless;

. refrain from marketing, offering, providing or reselling interexchange
services other than our own or AT&T's;

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<PAGE>

. enter into Resale Agreements with AT&T Wireless from time to time at
the request of AT&T Wireless;

. refrain from soliciting for employment AT&T's personnel for a limited
period; and

. permit AT&T Wireless to co-locate certain cell sites in locations
holding our cell sites.

Concurrently, AT&T Wireless has agreed to, among other things:

. assist us in obtaining discounts from AT&T Wireless equipment vendors;

. refrain from soliciting for employment our personnel for a limited
period; and

. permit us to co-locate certain cell sites in locations holding AT&T
Wireless cell sites.

In addition, stockholders other than AT&T Wireless that are subject to the
Stockholders' Agreement have agreed to refrain from providing, reselling or
acting as agent for any person offering wireless services in territories
designated to us.

Term. The Stockholders' Agreement will terminate after eleven years and may
be terminated earlier upon the consent of all parties, or if one stockholder
should beneficially own all of the Class A Voting Common Stock. If not
otherwise terminated, the provisions regarding our management and the transfer
of shares will terminate after ten years, and the provisions regarding
registration rights will terminate after 20 years.

Long Distance Agreement

AT&T Wireless and our company have entered into a Long Distance Agreement
which provides that we will purchase interstate and intrastate long distance
services from AT&T Wireless for a term of up to three years. These long
distance services will be purchased at preferred rates, which are contingent
upon our continuing affiliation with AT&T Wireless, and will be resold to our
customers. Under the Long Distance Agreement, we must meet a yearly minimum
traffic volume commitment which is to be negotiated with AT&T Wireless. If we
do not meet the minimum traffic volume commitment then we must pay to AT&T
Wireless an amount equal to the difference between AT&T's expected fee based on
the minimum traffic volume commitment and its fee based on the actual traffic
volume.

Closing Agreement

AT&T Wireless, ourselves and the other parties to the Securities Purchase
Agreement have entered into a Closing Agreement to provide for certain matters
set forth in the Securities Purchase Agreement, including, among other things,
consent for certain of our subsidiaries to enter into agreements and to conduct
our operations, and direction that certain PCS licenses be transferred to our
subsidiaries by AT&T Wireless, Airwave Communications, Digital PCS and Central
Alabama Partnership.

Resale Agreement

AT&T Wireless and ourselves have also agreed on the form of a Resale
Agreement to be entered into from time to time, which permits AT&T Wireless,
its affiliates and one person designated by AT&T Wireless, who is licensed to
provide telecommunications services in such area under AT&T's service marks,
for any geographic area within the territory covered by our licenses, each,
referred to as a reseller, to purchase access to and usage of our wireless
telecommunications services for resale to its subscribers. We have agreed to
provide service to the reseller on a nonexclusive basis, and therefore will
retain the right to market and sell its services to other customers in
competition with AT&T Wireless.

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The Resale Agreement will have an initial term of ten years and will be
automatically renewed for additional one-year terms, unless it is previously
terminated. The reseller has the right to terminate the Resale Agreement for
any reason upon 180 days written notice. Following the eleventh anniversary of
the commencement date of the Resale Agreement, either party may terminate the
agreement on 90 days written notice for any reason.

In addition, either the reseller or we may terminate the Resale Agreement
after any of the following events occur and continue unremedied for some time
period:

. certain bankruptcy events of us or the reseller;

. the failure by either the reseller or us to pay any sum owed to the
other at the time such amount comes due;

. the failure by the reseller or us to perform or observe any other
material term, condition, or covenant to be performed by it under the
Resale Agreement;

. the commission of any illegal act by or the filing of any criminal
indictment or information against the reseller, its proprietors,
partners, officers, or directors or stockholders controlling in the
aggregate or individual 10% or more of the voting rights or equity
interests of the reseller;

. the furnishing, within a twelve-month period, by the reseller to us of
two or more checks that are not paid when presented due to
insufficient funds;

. an unauthorized assignment of the Resale Agreement;

. failure by the reseller to meet the eligibility requirements as
described in the Resale Agreement; and

. either party attempts to incorporate into its marks, or challenge the
other party's service marks, trademarks or trade names, including,
without limitation, all terms and conditions of each service plan
selected by the reseller.

Upon termination, we will have no further obligation to provide the
reseller access to and usage of our PCS services.

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<PAGE>

MANAGEMENT

Directors and Executive Officers

Our executive officers, key employees and directors, and their ages at
October 31, 1999, are as follows:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
William M. Mounger, II........... 42 Chairman of the Board of Directors and
Chief Executive
Officer
William S. Arnett................ 49 Director and President
E.B. Martin, Jr. ................ 43 Director, Executive Vice President,
Treasurer and
Chief Financial Officer
T. Clark Akers................... 42 Senior Vice President--External Affairs
Timothy Burnette................. 43 Senior Vice President--Engineering and
Technical Operations
Keith Halford.................... 48 Senior Vice President--Marketing
Kirk Hughes...................... 40 Senior Vice President--Information
Systems
Doug McQueen..................... 38 Senior Vice President--Sales Operations
James H. Neeld, IV............... 39 Senior Vice President--General Counsel
and Secretary
Karlen Turbeville................ 40 Senior Vice President--Finance
Dennis M. Watford................ 51 Senior Vice President--Human Resources
and Administration
Scott I. Anderson................ 41 Director
Alex P. Coleman.................. 32 Director
Gary S. Fuqua.................... 47 Director
Ann K. Hall...................... 34 Director
Andrew Hubregsen................. 38 Director
David A. Jones, Jr............... 41 Director
H. Lee Maschmann................. 42 Director
Elizabeth L. Nichols............. 46 Director
Kevin J. Shepherd................ 43 Director
</TABLE>

Effective September 1, 1999, Jerry M. Sullivan, Jr. resigned from our Board
of Directors and ceased to be one of our executive officers. This vacancy on
our Board has not been filled.

William M. Mounger, II. Mr. Mounger has served as Chief Executive Officer
of our company and Mercury Communications since 1998 and 1990, respectively. In
addition, Mr. Mounger served as our President until January 1999. Mr. Mounger
was a member of the Cellular One Advisory Council from 1992-1994 and served as
its Chairman from 1993-94. In recent years, Mr. Mounger has served as President
of Delta Cellular Communications, as President of Alaska-3 Cellular, as Vice
President of Mobile Talk, Inc., an SMR operator, as President of Southeastern
Cellular Communications, and as President or executive officer in several other
cellular companies. In 1996, Mr. Mounger was one of three original founders of
Unity Communications, a reseller of long distance and wireless services. From
1983 to 1988, he was a partner in Sunbelt Cellular Partners, which merged with
other entities to form Vanguard Cellular in 1987.

William S. Arnett. Mr. Arnett has served as our President since January
1999. Mr. Arnett has served as President of Flying A Towers, a communication
tower leasing company, since 1996. Mr. Arnett served as President of a division
of Dial Call Communications from 1994 to 1996 and with Nextel Communications
following the merger of Dial Call into Nextel Communications until 1996. Mr.
Arnett served as Chief Operating Officer of Transit Communications Corporation
from 1993 to 1994

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<PAGE>

and as President of Rural Cellular, Inc. from 1990 to 1993. Mr. Arnett also
held several positions at United States Cellular from 1984 to 1990, most
recently serving as Corporate Vice President, Marketing and Operations.

E.B. Martin, Jr. Mr. Martin has served as our Executive Vice President,
Treasurer and Chief Financial Officer since 1997. Mr. Martin has also served as
the Vice President and Chief Financial Officer of Mercury Communications from
1990 to 1993 and since 1997. Mr. Martin was a shareholder of the law firm of
Young, Williams, Henderson & Fuselier, P.A. from 1993 to 1996 and currently is
a shareholder of its affiliate, Young, Williams, Henderson, Fuselier &
Associates, Ltd. Mr. Martin has experience in handling mergers and acquisitions
of domestic and international wireless companies. He has been responsible for
arranging debt and equity financing for numerous cellular properties and has
extensive experience in managing individual and institutional venture capital
investments, litigation and contractual negotiations. Mr. Martin also serves as
Secretary/Treasurer for Mercury Communications, Alaska-3 Cellular Corporation
and Mercury Wireless Management.

T. Clark Akers. Mr. Akers has served as Senior Vice President-External
Affairs since 1995. Mr. Akers is responsible for federal, state and local
governmental relations and maintaining our relationships with the FCC and the
Wireless Bureau and developing relationships with the Public Service
Commissions, Planning Commissions and other regulatory agencies in states in
which Tritel, Inc. will do business.

Timothy Burnette. Mr. Burnette has served as Senior Vice President--
Engineering & Technical Operations since May 1999. He is responsible for the
construction and operation of our PCS network. Prior to joining us, Mr.
Burnette served as Director of Network Operations (River Region) for Nextel
from 1994 to 1995, Vice President of Network Operations (River Region) for
Nextel from 1995 to 1996, and Vice President, Corporate Development, for
Hemphill Corporation, a tower and construction company primarily focused on the
wireless communications industry, from 1996 to 1999.

Keith Halford. Mr. Halford has served as Senior Vice President-Marketing
since February 1999. He is responsible for our overall marketing strategy.
Prior to joining us, Mr. Halford was Principal of Transactional Marketing
Consultants beginning in March 1995, where he assisted television networks,
advertising agencies and telemarketing firms in the creation of e-commerce
opportunities. From 1993 through March 1995, Mr. Halford was President of RSTV
Inc. where he created ViaTV, an auction-based, satellite delivered television
channel.

Kirk Hughes. Mr. Hughes has served as Senior Vice President-Information
Systems since 1998. He is responsible for our management information systems
and support. Prior to joining us in 1998, Mr. Hughes was employed with
MobileComm, a national paging company, for 13 years, where he last served as
Vice President of Information Systems. In that capacity Mr. Hughes managed a
staff of 75 employees serving a customer base of 4 million people.

Doug McQueen. Mr. McQueen has served as Senior Vice President-Market
Operations since July 1998. He is responsible for direct and indirect sales,
oversight of the construction and staffing of our retail stores and overall
supervision of our regional managers. Prior to becoming Senior Vice President-
Market Operations, Mr. McQueen was one of our Vice President-Regional Managers
from 1997 and General Manager of Mercury Communications's Madisonville,
Kentucky market from September 1991 through April 1994. From May 1994 through
January 1997, Mr. McQueen was employed with Clear Communications as a Regional
Manager for its Kentucky and West Virginia markets. Mr. McQueen was General
Manager for United States Cellular's Evansville, Indiana market from 1986 to
1991.

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<PAGE>

James H. Neeld, IV. Mr. Neeld has served as Senior Vice President-General
Counsel and Secretary since April 1999 and April 1998, respectively. He is
responsible for general corporate and other legal matters. Prior to becoming
Senior Vice President-General Counsel in 1999, Mr. Neeld was a shareholder of
the Jackson, Mississippi law firm, Young, Williams, Henderson & Fuselier, P.A.
and its affiliate Young, Williams, Henderson, Fuselier & Associates, Ltd. Mr.
Neeld began his career with Young, Williams, Henderson & Fuselier, P.A. in 1985
and was a director of the firm from 1994 through 1997, and remains of counsel
to the firm. While in private practice, Mr. Neeld focused on telecommunications
and general corporate law, corporate finance, acquisitions, transactions and
business planning. Mr. Neeld currently serves on the Executive Committee of the
Business Law Section of the Mississippi Bar and is a member of the Mississippi
Secretary of State's Business Law Advisory Group.

Karlen Turbeville. Ms. Turbeville has served as our Senior Vice President-
Finance since our formation. She also has served as Vice President of Alaska-3
Cellular Corporation and as Vice President of Finance and Director for Mercury
Communications. Since joining Mercury Communications in 1991, Ms. Turbeville
has held direct responsibility for the financial, treasury, billing, customer
care, roaming, investor relations, budgeting and regulatory reporting functions
for all rural service area markets. Prior to joining Mercury Communications,
Ms. Turbeville was a Manager at Tann, Brown & Russ Co., Ltd., a Mississippi
accounting firm. Ms. Turbeville is a certified public accountant with
experience in accounting, auditing and consulting, including six years with
Arthur Andersen & Co. where she worked with WorldCom, Skytel and cellular
companies, and companies in the transportation, public utility and banking
industries.

Dennis M. Watford. Mr. Watford has served as our Senior Vice President-
Human Resources and Administration since August 1999, after joining us in
February 1999. Prior to joining us, Mr. Watford was employed with Chemfirst
Inc. from 1983 to 1999, where he last served as Director of Human Resources.

Scott I. Anderson. Mr. Anderson has served as a Director since January
1999. Since 1997, Mr. Anderson has served as a principal in Cedar Grove
Partners, LLC, an investment and consulting/advisory partnership, and, since
1998, as a principal in Cedar Grove Investments, LLC, a small "angel" capital
investment fund. Mr. Anderson was an independent board member of PriCellular
Corp from March 1997 through June 1998, when the company went private. He is a
board member and advisory board member of Tegic, a wireless technology
licensing company, and a board member of TeleCorp PCS, Triton PCS, Wireless
Facilities, Inc., Telethia, Inc., ABC Wireless, Inc., and, a private emergency
911 service company. He was employed by McCaw Cellular Communications and AT&T
Wireless from 1986 until 1997, where he last served as Senior Vice President of
the Acquisitions and Development group.

Alexander P. Coleman. Mr. Coleman has served as a Director since January
1999. Since 1996, Mr. Coleman has served as a Vice President and Investment
Partner of Dresdner Kleinwort Benson Private Equity LLC's leveraged buyout
group. Prior to joining Dresdner Kleinwort Benson, Mr. Coleman served in
several corporate finance positions for Citicorp/Citibank N.A. from 1989
through 1995, most recently as Vice President of Citicorp Venture Capital.

Gary S. Fuqua. Mr. Fuqua has served as a Director since January 1999. Mr.
Fuqua managed corporate development activities at Entergy from 1998 to 1999. In
addition, Mr. Fuqua previously oversaw Entergy's non-regulated domestic retail
businesses, including District Energy, Entergy Security and Entergy's various
telecommunications businesses. Before he joined Entergy, Mr. Fuqua
served as a Vice President with Enron Ventures Corporation in London. He also
founded and managed his own company prior to joining Enron in 1988. He is a
member of Entergy Enterprises' Board of Directors, and President of Entergy
Technology Holdings. Mr. Fuqua is also a member of the board of TeleCorp PCS.

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<PAGE>

Ann K. Hall. Ms. Hall has served as a Director since January 1999. Since
1995, Ms. Hall has served in various roles for AT&T Wireless, most recently as
Director of Partnership Markets. In this role, she has assisted AT&T Wireless'
affiliate, Telecorp PCS, in launching its wireless operations, and she was
previously involved in overseeing the financial operations for AT&T Wireless'
partnership interests in the Los Angeles and Houston markets. Prior to joining
AT&T Wireless Services, Inc., Ms. Hall worked for Ernst & Young LLP's
Telecommunications Consulting Practice, during which time McCaw Cellular was
one of her main clients. Before working in the Telecommunications Industry, Ms.
Hall worked as a Product Development Engineer at National Semiconductor and
later at Intel Corporation in the Technology Development Finance group.

Andrew Hubregsen. Mr. Hubregsen has served as a Director since January
1999. Mr. Hubregsen is a Senior Vice President with Conseco Private Capital
Group, Inc., a subsidiary which manages Conseco's portfolio of private equity
and equity related investments in a wide variety of industries. He joined
Conseco in September 1992. Prior to joining Conseco, Mr. Hubregsen was employed
at GE Capital Services in the Financial Institutions Group of the Corporate
Finance Division. While at GE Capital, Mr. Hubregsen worked on a variety of
leveraged debt and equity transactions.

David A. Jones, Jr. Mr. Jones has served as a Director since July 1999. Mr.
Jones is a founder and the Chairman and Managing Director of Chrysalis
Ventures, LLC, a venture capital firm. Prior to founding Chrysalis Ventures,
LLC in 1994, Mr. Jones was an attorney in private practice. Mr. Jones is Vice-
Chairman of the Board of Directors of Humana Inc., a director of Mid-America
Bancorp and Chairman of the Board of Directors of High Speed Access Corp.

H. Lee Maschmann. Mr. Maschmann has served as a Director since January
1999. Mr. Maschmann is Vice President of Partnership Operations, Engineering
for AT&T Wireless. In this role, he has assisted AT&T Wireless' affiliates,
Telecorp PCS and Triton PCS in launching their wireless operations. He was
previously involved in overseeing the Technical Operations and Engineering for
AT&T Wireless' partnership interests in the Los Angeles and Houston markets.
Prior to that, he oversaw the engineering and construction of AT&T Wireless'
PCS markets in the Southwest region. Since 1985, Mr. Maschmann has held a
number of technical leadership positions with AT&T Wireless, McCaw
Communications and MetroCel Cellular.

Elizabeth L. Nichols. Ms. Nichols has served as a Director since January
1999. Ms. Nichols has served as a Director and President of JDN Realty Corp., a
publicly traded real estate investment trust since 1994 and is a Director of
Ruby Tuesday, Inc. Prior to joining JDN Realty Corp., Ms. Nichols worked for
approximately 18 years in the real estate industry for JDN Enterprises, Inc.,
Dobson & Johnson Mortgage Banking firm and First American National Bank.

Kevin J. Shepherd. Mr. Shepherd has served as a Director since January
1999. Mr. Shepherd has served as President of Triune, Inc., a financial
advisory firm servicing high net worth individuals since its inception in 1989.

Additional Information. Effective September 1, 1999, we and Jerry M.
Sullivan entered into an agreement to redefine Mr. Sullivan's employment with
us. Mr. Sullivan has resigned as one of our officers and directors. Mr.
Sullivan will retain the title of Executive Vice President through December 31,
2001; however, under the agreement, he is not permitted to represent us nor
will he perform any functions for us. As part of the agreement, he will receive
an annual salary of $225,000 and an annual bonus of $112,500 through December
31, 2002. Mr. Sullivan is fully vested in 1,800,000 shares of our Class A
common stock and has returned all other shares held by him, including his
Voting Preference common stock.

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<PAGE>

Mr. Sullivan had served as our Director, Executive Vice President and Chief
Operating Officer since 1993. The foregoing agreements supersede the employment
relationship between Mr. Sullivan and us defined by the Management Agreement
and Mr. Sullivan's employment agreement.

Our Bylaws provide that the Board of Directors will have between one and
thirteen members. According to the terms of the Stockholders' Agreement, the
Board of Directors will consist of 13 members. For so long as required by the
FCC, the management stockholders will nominate four members, each of whom must
be one of our officers and each of whom will have 1/2 of a vote, AT&T Wireless
will nominate two members and the cash equity investors will nominate three
members. The remaining four directors will be nominated by the management
stockholders, with one such nomination subject to the consent of the cash
equity investors alone and with the remaining three subject to the consent of
the cash equity investors and AT&T Wireless. Once permitted by FCC regulation,
the remaining four directors will be nominated by the cash equity investors,
with three of these nominations subject to the consent of AT&T Wireless and
Messrs. Mounger and Martin. All directors will hold office until the annual
meeting of stockholders next following their election and until their
successors are elected and qualified. Officers are elected annually and serve
at the discretion of the Board of Directors.

Our Bylaws provide that the Board of Directors may establish committees to
exercise certain powers delegated by the Board of Directors. At present, the
Board has established an Audit Committee, whose members are Mr. Anderson, Mr.
Coleman and Ms. Hall, and a Compensation Committee, whose members are Messrs.
Hubregsen, Maschmann and Shepherd.

81
<PAGE>

Compensation of Executive Officers and Directors

Executive Compensation. The following table sets forth certain information
with respect to the compensation paid by us for services rendered during
fiscal year 1998 by its chief executive officer and its four most highly
compensated executive officers. Mr. Arnett became President in January 1999
and was not our employee prior to such appointment.

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------ ------------
Securities
Other Annual Underlying
Name and Principal Position Salary Bonus Compensation Options
--------------------------- -------- -------- ------------ ------------
<S> <C> <C> <C> <C>
William M. Mounger, II............ $225,000 $112,500 -- --
Chairman of the Board and Chief
Executive Officer -- --

Jerry M. Sullivan, Jr............. 225,000 112,500 -- --
Executive Vice President

E.B. Martin, Jr................... 225,000 112,500 -- --
Executive Vice President,
Treasurer and Chief Financial
Officer

Karlen Turbeville................. 175,000 87,500 -- --
Senior Vice President--Finance

John Greathouse................... 175,000 97,500 $2,700 --
Former Senior Vice President--
Chief Technical Officer
</TABLE>

Stock Options

There were no stock options granted to the named executive officers during
fiscal year 1998.

Director Compensation. It is not anticipated that the directors designated
by the cash equity investors or AT&T will receive cash compensation for their
service on the Board of Directors. Other non-employee directors receive a
quarterly stipend of $2,500, $1,000 for attending each Board or committee
meeting and $500 for participating in each Board or committee meeting held by
teleconference. In addition, we have adopted the 1999 Stock Option Plan for
Non-Employee Directors and have granted 45,000 stock options to qualifying
non-employee directors in fiscal year 1999. All directors, including directors
who are our employees, will be reimbursed for out-of-pocket expenses in
connection with attendance at meetings.

Employment Agreements. We have entered into employment agreements with
Messrs. Arnett, Martin and Mounger. The employment agreements provide for a
term of five years at an annual base salary of $225,000, subject to increase
as determined by the Board of Directors. Each executive officer will also be
eligible for an annual bonus of up to 50% of his base salary upon achievement
of certain objectives to be determined by the Board of Directors or its
Compensation Committee.

82
<PAGE>

The employment agreements provide for termination:

. by the executive officer, at any time and at his sole discretion upon
30 days' written notice to us;

. by the executive officer, at any time for "Good Reason," as defined in
the employment agreements, upon written notice to us;

. by us, at any time for "cause," as defined in the employment
agreements, upon written notice to the executive officer;

. automatically, upon the executive officer's death;

. by us, upon the executive officer's "Disability," as defined in the
employment agreements, upon written notice to the executive officer;

. by us, immediately in the event of an uncured breach of the Management
Agreement by the Manager, as defined below; and

. by us, if we do not meet certain corporate objectives.

Depending upon the reason for termination of the employment agreements, the
executive officer may be entitled to a severance payment upon such termination.

The employment agreements grant to us certain repurchase rights with
respect to the shares of Class A Common and Class C Common received by some of
the executive officers upon the closing of the joint venture and the shares of
Class A Common received by William S. Arnett. Upon specified trigger dates,
including a change of control, termination of employment, or the later of an
initial public offering or the seventh anniversary of the agreement, the
holders must sell to us the number of shares necessary, based on the fair value
of the stock, to reduce their total value of stock held by an amount equal to
the number of shares the holder initially received (or in the case of a
voluntary trigger by the employee the amount of shares subject to the trigger
notice) times $2.50 per share (in essence, requires the holders to pay $2.50
per share for their initial shares of stock). Also, in the event we do not meet
certain performance measurements, certain members of management will be
required to sell to us a fixed number of shares at $0.01 par value per share.
The employment agreements provide that the equity to be received by the
executive officers is subject to the following vesting schedule:

<TABLE>
<CAPTION>
Percent of
Vesting Date Event Base Shares
------------------ ------------
<S> <C>
Commencement Date(1)............................................ 20%
Second Anniversary.............................................. 15
Third Anniversary............................................... 15
Fourth Anniversary.............................................. 15
Fifth Anniversary............................................... 15
Completion of Year 1 and Year 2 of Minimum Build-Out Plan....... 10
Completion of Year 3 of Minimum Build-Out Plan.................. 10
---
Total......................................................... 100%
===
</TABLE>
- --------
(1) The first vesting date event for Mr. Arnett is the First Anniversary.

For purposes of this vesting schedule, the term "Base Shares" means eleven-
fifteenths ( 11/15) of the executive officer's Class A Common and Class C
Common and, in the case of Mr. Arnett,

83
<PAGE>

eleven-fifteenths ( 11/15) of Class A Common. The employment agreements provide
for repurchase by us of each executive officer's non-vested stock upon the
occurrence of specified events and allow for accelerated vesting upon certain
termination events. Until the stock is vested, the certificates evidencing the
shares of stock are to be held in escrow.

The employment agreements also contain customary restrictions on the
executive officers' ability to compete with us, solicit our employees and on
the disclosure of our confidential information.

Notwithstanding the foregoing, certain terms of Mr. Arnett's employment
agreement differ from the employment agreements of the other executive
officers. With respect to termination, Mr. Arnett may be terminated by us, at
any time with or without "Cause," as defined in the employment agreements, upon
written notice to him, and Mr. Arnett's employment is not subject to the terms
of the Management Agreement.

1999 Stock Option Plan

Our 1999 Stock Option Plan authorizes the grant of certain tax-advantaged
stock options that are intended to qualify as "incentive stock options" under
Section 422 of the Internal Revenue Code of 1986, as amended, nonqualified
stock options, restricted shares, deferred shares and stock appreciation rights
for the purchase of an aggregate of up to 10,462,400 shares of our common stock
("Awards"). The Stock Option Plan provides for the grant of Awards to our
qualified officers, employee directors and other key employees of, and
consultants to, us and our subsidiaries, provided, however that incentive stock
options may only be granted to employees. As of the date of this offering,
options for 1,794,925 shares had been issued under the Stock Option Plan, and
4,584,920 shares had been issued pursuant to restricted stock grants. The
maximum term of any stock option to be granted under the Stock Option Plan is
ten years, except that with respect to incentive stock options granted to an
individual who owns stock possessing more than 10% of the total combined voting
power of all classes of stock of ours, the term of those stock options will be
for no more than five years. The restricted stock is subject to the repurchase
agreements as discussed under "Employment Agreements". The number and terms of
each Award and all questions of interpretation with respect to the Stock Option
Plan, including the administration of, and amendments to, the Stock Option
Plan, are determined by the Board of Directors or a compensation committee
designated by the Board.

The exercise price of incentive stock options and nonqualified stock
options granted under the Stock Option Plan must not be less than the fair
market value of the common stock on the grant date, except that the exercise
price of incentive stock options granted to a 10% stockholder must not be less
than 110% of such fair market value on the grant date. The aggregate fair
market value on the date of grant of the common stock for which incentive stock
options are exercisable for the first time by an employee during any calendar
year may not exceed $100,000. The Stock Option Plan will terminate in 2009
unless extended by amendment.

In the event a participant in the Stock Option Plan terminates employment
with us, the Board or the compensation committee may accelerate the vesting and
exercisability of any stock option or stock appreciation right or lapse the
restrictions on any restricted share or deferred share if it determines such
action to be equitable under the circumstances or in our best interest.

1999 Stock Option Plan for Non-employee Directors

As originally adopted, our 1999 Stock Option Plan for Non-employee
Directors authorized the grant of certain nonqualified stock options for the
purchase of an aggregate of up to 20,000,000 shares of our common stock to non-
employee directors of ours. On December 3, 1999, the Board of Directors
approved an amendment to the Non-employee Directors Plan to decrease the number
of

84
<PAGE>

shares of common stock reserved under the plan to 100,000 shares. As of the
date of this offering, options for 45,000 shares had been issued under the Non-
employee Directors Plan. The maximum term of any stock option to be granted
under the Non-employee Directors Plan is ten years. Grants of options under the
Non-employee Directors Plan and all questions of interpretations with respect
to the Non-employee Directors Plan, including the administration of, and
amendments to, the Non-employee Directors Plan, are determined by the Board of
Directors.

The exercise price of nonqualified stock options granted under the Non-
employee Directors Plan must not be less than the fair market value of the
common stock on the grant date. The Non-employee Directors Plan will terminate
in 2009 unless extended by amendment.

85
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transfer of Licenses to Tritel

As part of the joint venture transactions, we acquired C-Block PCS licenses
from Airwave Communications and E-and F-Block PCS licenses from Digital PCS.
The members of Digital PCS are Messrs. Mounger, Sullivan and Martin. Airwave
Communications transferred its C-Block PCS licenses, comprising approximately
2.5 million Pops in Alabama, and $31.9 million of government financing, to us
in exchange for $14.4 million of Series C Preferred Stock. Digital PCS
transferred certain of its E-and F-Block licenses, comprising 4.1 million Pops
in Alabama and Mississippi, and $9.5 million of government financing, to us, in
exchange for $3.8 million of Series C Preferred Stock. Of the 4.1 million Pops
transferred by Digital PCS, 1.7 million overlap with those contributed by AT&T
Wireless.

Option to Purchase Licenses in Georgia and Florida; Ownership of the Remaining
Affiliate Licenses

On April 20, 1999, Digital PCS sold licenses covering 1.6 million Pops in
Louisiana to Telecorp PCS, another AT&T Wireless joint venture partner, in
exchange for an equity interest in Telecorp PCS. Digital PCS continues to hold
PCS licenses covering approximately 1.5 million Pops in New Mexico and Texas.
Management intends for these remaining licenses to remain with Digital PCS or
to be sold to a third party.

Loans to Predecessors

On January 7, 1999, we entered into a secured promissory note agreement
under which we agreed to lend up to $2.5 million to Airwave Communications and
Digital PCS. Interest on advances under the loan agreement is 10% per year. The
interest will compound annually and interest and principal are due at maturity
of the note. The note is secured by Airwave Communications's and Digital PCS's
ownership interest in us and certain equity securities of TeleCorp PCS. Any
proceeds from the sale of licenses by Airwave Communications and Digital PCS,
net of the FCC debt repayment, are required to be applied to the note balance.
If the note has not been repaid within five years, it will be repaid through a
reduction of Airwave Communications's and Digital PCS's interest in us based on
a valuation of our stock at that time.

Management Agreement

We have entered into a Management Agreement with Tritel Management, LLC, a
Mississippi limited liability company, which is wholly owned by the Messrs.
Martin and Mounger. Pursuant to the

86
<PAGE>

Management Agreement, Tritel Management is to be responsible for the design,
construction and operation of our network, all subject to our oversight, review
and ultimate control and approval. We will pay Tritel Management a fee of
$10,000 per year for such services and will reimburse Tritel Management for
out-of-pocket expenses incurred on our behalf. The term of the Management
Agreement is five years, subject to termination upon the occurrence of certain
events described in the Management Agreement.

Relationship with Mercury Communications

Mercury Communications is wholly owned by Messrs. Martin and Mounger.
During 1997 and 1998, we reimbursed Mercury Communications for actual expenses
to cover the salaries and employee benefits of Mercury Communications employees
who were providing services almost exclusively to us. We reimbursed Mercury
Communications $1,312,000 and $3,709,000 for such expenses in 1997 and 1998,
respectively. On January 7, 1999, after consummation of the transactions
described herein, the employees of Mercury Communications who were providing
services to us became our employees.

During April 1997, we advanced $249,000 on behalf of Mercury Communications
to repay a loan Mercury Communications had incurred from a third party. The
balance due from Mercury Communications on this advance was $247,000 at
December 31, 1997 and 1998 and September 30, 1999.

Relationship with Mercury Wireless Management, Inc.

Mercury Wireless Management, Inc., a company wholly owned by Messrs.
Martin, Mounger and Sullivan, provides management and marketing services to
communications tower owners, including municipalities. Mercury Wireless
Management has contracted to provide such services to the City of Jackson,
Mississippi. Under the City of Jackson contract, Mercury Wireless Management
receives a percentage of rentals generated from the leasing of the facilities
managed by Mercury Wireless Management. We have entered into various leases to
co-locate our equipment on certain towers owned by the City of Jackson and
managed by Mercury Wireless Management. These leases were negotiated on an arms
length basis and incorporate terms substantially identical to those offered by
the City of Jackson to unrelated third-party carriers.

Our employees perform certain services on behalf of Mercury Wireless
Management, and Mercury Wireless Management reimburses us for these services.
Such amounts totaled $17,000 for 1997 and $11,000 for 1998 and were included in
amounts due from affiliates at December 31, 1997 and 1998.

Relationship with Wireless Facilities, Inc.

We received site acquisition and microwave relocation services from
Wireless Facilities, Inc. Scott I. Anderson, who is a director of ours, is also
a director of Wireless Facilities.

Relationship with AT&T Wireless

We have entered into joint venture agreements with AT&T Wireless and its
affiliates, including the Securities Purchase Agreement, the Closing Agreement
related thereto, Stockholders' Agreement, Network Membership License Agreement,
Roaming Agreement, Resale Agreement, Roaming Administration Agreement and Long
Distance Agreement. AT&T Wireless holds Series A Preferred Stock and Series D
Preferred Stock valued at $137.1 million and has nominated two directors to our
Board of Directors, Ann K. Hall and H. Lee Maschmann.

87
<PAGE>

Relationship with TeleCorp PCS and Triton PCS

We have common stockholders with TeleCorp PCS and Triton PCS and may be
deemed an affiliate by virtue of this common ownership. Scott I. Anderson and
Gary S. Fuqua, two of our directors, serve as directors of TeleCorp PCS. Mr.
Anderson also serves as a director of Triton PCS. We have entered into an
agreement with TeleCorp PCS and Triton PCS to adopt the common brand name,
SunCom, that will be co-branded with the AT&T brand name giving equal emphasis
to each.

Relationship with ABC Wireless, L.L.C.

We have made a loan of $7.5 million to ABC Wireless, L.L.C. for the purpose
of bidding on licenses in the FCC's auction of C-Block PCS licenses. The
members of ABC Wireless are Mr. Anderson, a director of ours and Gerald T.
Vento and Thomas H. Sullivan, directors and executive officers of TeleCorp PCS.
See "Management's Discussion and Analysis--Pending License Acquisition."

Relationship with Flying A Towers

We have leased several communication towers and expect to lease several
additional towers from Flying A Towers. Mr. Arnett is President of Flying A
Towers.

Relationship with Cash Equity Investors

We and the cash equity investors have entered into an Investors
Stockholders' Agreement to provide for certain rights with respect to the
management of our company, and to provide for certain restrictions with respect
to the sale, transfer or other disposition of our stock beyond those rights and
restrictions set forth in the Stockholders' Agreement.

The Investors Stockholders' Agreement provides, subject to limited
exceptions with respect to removal of directors and filling of vacancies, that
the cash equity investors will vote all of their shares to cause the election
of three individuals to be designated as a director by Conseco and Dresdner.
Initially, the directors designated by Conseco and Dresdner will be Andrew
Hubregsen, Alexander P. Coleman and Gary S. Fuqua, respectively. In the event
that the right of the cash equity investors to nominate directors is reduced to
one director, then that right will be exercisable by cash equity investors
owning two-thirds of the outstanding shares of common stock held by all cash
equity investors.

Each cash equity investor has agreed, subject to certain limited
exceptions, that it will not directly or indirectly transfer or otherwise grant
or create certain liens in, give, place in trust or otherwise voluntarily or
involuntarily dispose of ("Transfer") any share of our capital stock held by it
as of January 7, 1999 or thereafter acquired by it to any Prohibited
Transferee, as defined in the Stockholders' Agreement, or any Regional Bell
Operating Companies, Microsoft Corporation, GTE, SNET or any of their
respective affiliates, successors or assigns. In addition, if a cash equity
investor desires to Transfer any or all of its shares of our capital stock
other than to an affiliate or affiliated successor, then the cash equity
investor must first offer all of those shares to the other cash equity
investors, subject to certain terms and conditions. Each cash equity investor
also has tag along rights and drag along rights. The tag along rights enable
non-selling cash equity investors to participate in a sale of certain capital
stock of ours by other selling cash equity investors, subject to certain terms
and conditions. The drag along rights provide, under certain circumstances,
that a cash equity investor that proposes to sell its shares of our capital
stock may compel other non-selling cash equity investors to participate in the
proposed sale.

The Investors Stockholders' Agreement will terminate upon the termination
of the Stockholders' Agreement.

88
<PAGE>

Relationship with Young, Williams, Henderson & Fuselier, P.A.

Young, Williams, Henderson & Fuselier, P.A. provides legal services to us.
E.B. Martin, Jr., who is an officer and director of ours, is also a shareholder
of the law firm of Young, Williams, Henderson & Fuselier and Associates Ltd.,
an affiliate of Young, Williams, Henderson & Fuselier, P.A. James H. Neeld, IV,
who is Senior Vice President-General Counsel and Secretary of ours is also of
counsel to Young, Williams, Henderson & Fuselier, P.A.

89
<PAGE>

PRINCIPAL STOCKHOLDERS

The table on page 92 sets forth certain information with respect to
beneficial ownership of our voting securities by

. each stockholder who is known by us to own beneficially more than 5%
of any class of our voting securities,

. each of our directors,

. each of our named executive officers and

. all of our directors and executive officers as a group.

On January 7, 1999, several institutional equity investors, some of which
are named in the table below, purchased an aggregate of $149.2 million of our
Series C preferred stock. Most of these institutional investors entered into
investor loan agreements with Ericsson pursuant to which Ericsson provided a
total of $60.8 million of loans to them, severally, to fund a portion of the
January 7, 1999 purchase.

On the same date, Airwave Communications purchased $11.2 million of our
Series C preferred stock and Digital PCS purchased $3.0 million of our Series C
preferred stock. The full $14.2 million was funded on January 7, 1999 by means
of an investor loan from Ericsson in that amount. As part of a restructuring of
their operations, Digital PCS has agreed to transfer all of its Series C
preferred stock, including the foregoing $3.0 million of Series C preferred
stock, to Airwave Communications, which will also assume the $3.0 million loan
from Ericsson. Recently, Airwave Communications distributed its shares of
Series C preferred stock to its members.

The investor loans are subject to limited recourse. The interest thereon,
which is at a fixed rate, is not payable for eight years, and the loans are
secured by $121.8 million of Series C preferred stock owned by the
institutional investors and $32.4 million of Series C preferred stock owned by
Airwave Communications, including the shares to be acquired from Digital PCS.
Ericsson made these loans as an additional inducement for us to agree to
purchase from Ericsson not less than $300 million of PCS infrastructure
equipment, including base stations, switches, software and related peripheral
equipment.

Our Class A common stock, together with Series C preferred stock, casts
4,990,000 votes on all matters not requiring a class vote, while the six shares
of Voting Preference common stock cast 5,010,000 votes on all matters not
requiring a class vote. The votes to which the Class A common stock and Series
C preferred stock are entitled are allocated to each share on a pro rata basis.
Similarly, the votes to which the six shares of Voting Preference common stock
are entitled are allocated to each share on a pro rata basis. The Voting
Preference common stock loses its voting preference when the rules of the FCC
so permit, which is currently five years after the respective issuances of our
C- and F-Block licenses, subject to possible unjust enrichment obligations for
ten years. Our Class B common stock generally does not have voting rights. Our
Class B common stock votes as a separate class only on any proposed changes to
our Restated Certificate of Incorporation that adversely affect the rights of
holders of Class B common stock.

Certain parties to our Stockholders' Agreement may be members of a
beneficial ownership "group" as a result of being a party to that agreement.
Such parties disclaim any beneficial ownership of shares owned by other parties
to the agreement.

90
<PAGE>

Subject to the terms and conditions stated in a stock purchase agreement
dated the date of this prospectus, certain of our existing stockholders named
below have severally agreed to purchase the number of shares of Class A or
Class B common stock indicated in the following table, based on an assumed
initial public offering price of $18.00 per share.

<TABLE>
<CAPTION>
Number of Shares of
Class A or Class B
Existing Stockholders common stock
--------------------- -------------------
<S> <C>
AT&T Wireless PCS, LLC...................................... 2,927,120
Triune PCS, LLC............................................. 89,606
Toronto Dominion Investments, Inc........................... 268,817
Southern Farm Bureau Life Insurance Co...................... 238,948
Jerry M. Sullivan, Jr. ..................................... 224,014
Trillium PCS, LLC........................................... 89,606
M3, LLC..................................................... 89,606
McCarty Communications, LLC................................. 47,790
---------
Total................................................... 3,975,507
=========
</TABLE>

All of the shares purchased by AT&T Wireless will be shares of Class B
common stock, and all of the shares purchased by the other stockholders named
above will be shares of Class A common stock. We are offering these shares in
the concurrent offering as a result of the exercise by these existing
stockholders of their rights of participation in our initial public offering.
These rights are set forth in our Stockholders' Agreement. See "Joint Venture
Agreements with AT&T Wireless--Stockholders' Agreement--Right of
Participation". These shares will be subject to a lock-up provision set forth
in our Stockholders' Agreement, which prohibits these stockholders from selling
their shares until January 7, 2002, subject to limited exceptions. See "Shares
Eligible for Future Sale--Lock-up Agreements".

In the following table, the number of shares of Class A common stock has
not been adjusted to reflect the shares to be purchased by these stockholders
in the concurrent offering; however, the percentage of total voting power after
the offerings has been adjusted to reflect the sale of shares of Class A common
stock in the concurrent offering.

91
<PAGE>

Unless otherwise indicated, each person named below has sole voting and
investment power with respect to the shares beneficially owned. Unless
otherwise indicated, the address of each person named below is c/o Tritel,
Inc., 111 E. Capitol Street, Suite 500, Jackson, Mississippi 39201.

<TABLE>
<CAPTION>
Percentage
of Total
Voting Power
-------------------
Class A Percent Voting Percent Before After
Stockholder Before Offerings of Class Preference of Class Offerings Offerings
----------- ---------------- -------- ---------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
AT&T Wireless(1)........ 22,954,076(2) 21.9% 10.9% 10.0%
Conseco, Inc.(3)........ 21,188,709 20.2 10.1 9.2
Dresdner Kleinwort
Benson Private Equity
Partners L.P.(4)....... 11,147,761 10.6 5.3 4.8
Triune PCS, LLC(5)...... 9,610,580 9.2 4.6 4.2
Kevin J. Shepherd(6).... 9,610,580 9.2 4.6 4.2
Southern Farm Bureau
Life Insurance Co.(7).. 7,575,538 7.2 3.6 3.4
MF Financial(8)......... 5,175,746 4.9 2.5 2.2
William M. Mounger,
II(9) ................. 4,580,804 4.4 3 50.0% 27.2 27.1
Jerry M. Sullivan,
Jr.(10)................ 2,805,380 2.7 1.3 1.3
E.B. Martin, Jr. ....... 2,384,544 2.3 3 50.0 26.2 26.1
Karlen Turbeville....... 1,085,212 1.0 0.5 0.5
William S. Arnett (11).. 1,662,253 1.6 0.8 0.7
All of our named
executive officers and
directors as a
group(12).............. 77,419,319 74.0 6 100.0 87.0 83.9
</TABLE>
- --------

(1) Address is: c/o AT&T Wireless Services, Inc., 7277 164th Avenue, NE,
Redmond, Washington 98052.
(2) AT&T Wireless owns 37,303 shares of non-voting Series D preferred stock
and TWR Cellular, Inc. owns 9,071 shares. These shares, including their
unpaid dividends, are immediately convertible at the holder's option into
18,463,121 shares of Class A common stock, which are included in the
table, and 1,249,207 shares of non-voting Class D common stock. AT&T
Wireless also owns 72,934 shares of non-voting Series A preferred stock
and TWR Cellular also owns 17,734 shares of Series A preferred stock. As
affiliates under common control, AT&T Wireless and TWR Cellular may be
deemed to beneficially own the shares held by the other.
(3) Address is: 11825 North Pennsylvania Street, Carmel, IN 46032.
(4) Address is: 75 Wall Street, 24th Floor, New York, NY 10005.
(5) Address is: 4770 Baseline Road, Suite 380, Boulder, CO 80303.
(6) Address is: 4770 Baseline Road, Suite 380, Boulder, CO 80303. Represents
shares held by Triune PCS, LLC, of which an affiliate of Mr. Shepherd is
the sole manager. Mr. Shepherd, together with his spouse, indirectly
holds a 43% economic interest in Triune PCS and disclaims any beneficial
ownership in the remaining Triune, PCS, shares.

(7) Address is: 1401 Livingston Lane, Jackson, MS 39213.

(8) Address is: 73 Tremont Street, Suite 1300, Boston, MA 02108.

(9) Includes 792,269 shares owned by Trillium PCS, LLC and 1,399,992 shares
owned by M3, LLC. Mr. Mounger controls both Trillium and M3.

(10) Address is: 110 Windsong Cove, Ridgeland, MS 39157. Includes 1,005,380
shares owned by McCarty Communications LLC, which is controlled by Mr.
Sullivan's wife and members of her family.

(11) Includes options to purchase 34,437 shares of Class A common stock
exercisable within 60 days of this offering.

(12) Includes shares of Class A common stock beneficially owned by our
executive officers, directors and our investors with representation on
our Board. Ann K. Hall and H. Lee Maschmann, who are both employed by
AT&T Wireless, Alex P. Coleman, who is employed by Dresdner Kleinwort
Benson Private Equity, and Andrew Hubregsen, who is employed by Conseco
Private Capital Group, each disclaims any beneficial ownership of shares
owned by his or her employer.

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<PAGE>

DESCRIPTION OF CERTAIN INDEBTEDNESS

Government Debt

Because we qualify as a small business for the purpose of C-Block licenses
and a very small business for the purposes of F-Block licenses, we are entitled
to receive preferential financing for these licenses from the U.S. Government.
The total license fee payable to the U.S. Government in respect of the C-Block
licenses for which Airwave Communications was named the winning bidder is
approximately $35.5 million. Under the preferential financing terms for the C-
Block Licenses, Airwave Communications has paid a deposit of 10% of the license
fee, which is approximately $3.5 million. Under the preferential financing
terms for the C-Block licenses, we will pay interest only for the first six
years of the license term at a fixed interest rate equal to 7.0% per annum with
principal amortized during the seventh through tenth years of the license. With
respect to the F-Block licenses, the total license fee payable to the U.S.
Government is approximately $12.0 million. Under the preferential financing
terms for the F-Block licenses, we will be required to make quarterly payments
of interest only, at a fixed interest rate of 6.125% per annum for the first
two years after the license grant date, and quarterly payments of interest and
principal over the remaining eight years of the license term.

As a C- and F-Block licensee, we may incur substantial financial penalties,
license revocation or other enforcement measures at the FCC's discretion, in
the event that we fail to make timely quarterly installment payments. Where a
C- or F-Block licensee anticipates defaulting on any required payment, it may
request a three to six-month grace period before the FCC cancels its license.
In the event of default by a C- or F-Block licensee, the FCC could reclaim the
licenses, re-auction them, and subject the defaulting party to a penalty
comprised of the difference between the price at which it acquired its license
and the amount of the winning bid at re-auction, plus an additional penalty of
three percent of the subsequent winning bid.

Bank Facility

Our bank facility is governed by the Amended and Restated Loan Agreement,
dated as of March 31, 1999 among our subsidiary, Tritel PCS, as borrower,
ourselves, as parent, Toronto Dominion (Texas), Inc., Barclays Bank PLC,
NationsBank, N.A., and other financial institutions signatory thereto, as
lenders, and Toronto Dominion (Texas), Inc., as administrative agent for the
lenders and The Toronto-Dominion Bank, Houston Agency, as the issuing bank, and
the other related documents entered into in connection with the bank facility.

The bank facility provides for an aggregate of up to $550 million of senior
secured credit facilities including up to:

. a $250 million reducing revolving credit facility (the "Revolver"),

. a $100 million term credit facility (the "Term Loan A") and

. a $200 million term credit facility (the "Term Loan B").

The final maturity date for the Revolver and the Term Loan A is June 30,
2007 and for the Term Loan B is December 31, 2007. At September 30, 1999, we
had borrowed $300 million under the bank facility.

Our ability to draw funds under the bank facility is subject to customary
conditions including, among others, the following:

. Total Debt outstanding may not exceed 70% of Total Capital, and

. Senior Debt may not exceed 50% of Total Capital or, under certain
circumstances, 55% of Total Capital.

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As of September 30, 1999, we could have borrowed up to a total of $550
million under the terms of the bank facility.

The bank facility also provides us with letters of credit of up to $10
million under the Revolver.

At our option, the Revolver and the Term Loan A bear interest at either
the base rate, which is the greater of the prime rate of Toronto-Dominion
Bank, New York Branch, or the federal funds rate, plus 0.5%, plus an
applicable margin ranging from a minimum of 0.75% to a maximum of 2.75%, or
LIBOR, plus an applicable margin ranging from a minimum of 1.75% to a maximum
of 3.75% (the "LIBOR Margin"), in each case, depending on the occurrence of
the third anniversary of the Loan Agreement, the generation of positive
operating cash flow by us and our total leverage ratio. At our option, the
Term Loan B bears interest at either the base rate, plus an applicable margin
of either 2.75% or 3.50%, or LIBOR, plus an applicable margin of either 3.75%
or 4.50%, in each case depending on whether or not we have achieved positive
cash flow and the third anniversary of the bank facility has occurred. We must
pay a per annum commitment fee equal to the product of either 0.5%, 1% or
1.75%, depending on the ratio of available Revolver and Term Loan A
commitments to total Revolver and Term Loan A commitments, and the sum of the
available Revolver and Term Loan A commitments. We also must pay a letter of
credit fee equal to the LIBOR Margin plus 0.125% per annum on the undrawn face
amount of any outstanding letters of credit from the date of issuance through
the expiration date of those letters of credit.

Outstanding loans drawn from the Revolver or the Term Loan A bearing
interest at the base rate plus the applicable margin may be prepaid without
penalty. Prepayments of the Term Loan B made on or before December 31, 2001
will require a prepayment fee ranging from 0% to 3% of the prepayment amount,
depending on the date of prepayment. Prepayments of any loans under the Bank
Facility bearing interest at LIBOR plus the LIBOR Margin will require payment
of an additional amount sufficient to compensate the lenders for all losses
and out-of-pocket expenses other than lost margins on the loans incurred in
connection with these prepayments.

The bank facility is secured by liens on substantially all our assets,
including our FCC licenses if legally permitted.

The bank facility contains various covenants that restrict our ability,
among other things, to:

. incur additional indebtedness,

. grant liens,

. make guarantees,

. engage in mergers, acquisitions, investments, consolidations,
liquidations, dissolutions and asset sales,

. make distributions and other restricted payments,

. engage in transactions with affiliates,

. own real estate and

. restrict upstream dividends by subsidiaries to Tritel PCS.

The bank facility contains a number of financial and operating covenants
including, among other things:

. a maximum senior debt to total capitalization ratio,

. a maximum total debt to total capitalization ratio,

. a minimum percentage of covered Pops,

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. a minimum number of subscribers,

. a minimum amount of revenues,

. a maximum amount of capital expenditures,

. a maximum total leverage ratio,

. a maximum senior leverage ratio,

. a minimum fixed charge coverage ratio and

. a minimum interest coverage ratio.

After completion of this offering, we plan to seek an amendment to our bank
facility to permit us to incur in 2000 a portion of the capital expenditures we
presently plan to incur in 2001.

The bank facility contains customary events of default, including our loss
of the right to use any AT&T trademark under the Network Membership License
Agreement within five years after March 31, 1999 and, thereafter, our loss of
such right under specific circumstances.

The lenders under the bank facility received fees reflecting then-existing
market conditions, as well as reimbursement of their expenses.

Senior Subordinated Discount Notes

We intend to offer to exchange $372,000,000 aggregate principal amount at
maturity of our 12 3/4% senior subordinated discount notes due 2009 for our
outstanding 12 3/4% senior subordinated discount notes due 2009, which were
issued in May 1999 in a private offering. Cash interest on these notes will not
accrue or be payable prior to May 15, 2004. From May 15, 2004, cash interest
will accrue at a rate of 12 3/4% per annum and will be payable semi-annually on
May 15 and November 15 of each year, commencing November 15, 2004. Our net
proceeds from the offering of the original notes were approximately $190.7
million after deducting the discount payable to the initial purchasers and the
offering expenses.

These notes are our general unsecured obligations subordinate to all of our
existing and future senior debt. The notes are redeemable at any time on or
after May 15, 2004. At the following redemption prices if redeemed during the
12-month period beginning on May 15 of the years indicated:

<TABLE>
<CAPTION>
Redemption
Year Price
---- ----------
<S> <C>
2004........................................................... 106.375%
2005........................................................... 104.250
2006........................................................... 102.125
2007 and thereafter............................................ 100.000
</TABLE>

In addition, on or prior to May 15, 2002, we may redeem, at our option, up
to 35% of the aggregate principal amount at maturity of the notes with the
proceeds of one or more equity offerings, at 112.75% of the accreted value
thereof, as long as notes representing at least 65% of the aggregate principal
amount at maturity of the notes remains outstanding after the redemption.

If we experience a change of control, each holder of the notes will have
the right to require us to repurchase all or any part of the holder's notes at
a purchase price in cash equal to approximately 101% of the accreted value of
the notes.

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The indenture under which the notes were issued restricts, among other
things, our ability to:

. incur debt;

. create debt that is senior to the notes but junior to our senior debt;

. make some investments, pay cash dividends or make other restricted
payments;

. make particular dispositions of assets;

. engage in transactions with affiliates;

. engage in particular business activities; and

. engage in mergers, consolidations and particular sales of assets.

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DESCRIPTION OF CAPITAL STOCK

The following summary of certain provisions of our capital stock does not
purport to be complete and is subject to, and qualified in its entirety by, the
provisions of our Restated Certificate of Incorporation, which will be filed
prior to the closing of this offering, and by the provisions of applicable law.

General

Our authorized capital stock, as set forth in our Restated Certificate of
Incorporation, is 1,019,100,009 shares, which consists of the following:

. 1,016,000,009 shares of common stock, par value $0.01 per share,
consisting of:

. 500,000,000 shares designated "Class A Voting common stock",

. 500,000,000 shares designated "Class B Non-Voting common stock",

. 4,000,000 shares designated "Class C common stock",

. 12,000,000 shares designated "Class D common stock" and

. nine shares designated "Voting Preference common stock".

. 3,100,000 shares of preferred stock, par value $0.01 per share,
consisting of:

. 200,000 shares designated "Series A Convertible preferred stock",
10% redeemable convertible, $1,000 stated and liquidation value,

. 300,000 shares designated "Series B preferred stock", 10%
cumulative, $1,000 stated and liquidation value,

. 500,000 shares designated "Series C Convertible preferred stock",
6.5% cumulative convertible, $1,000 stated and liquidation value,

. 100,000 shares designated "Series D Convertible preferred stock",
6.5% cumulative convertible, $1,000 stated and liquidation value,
and

. 2,000,000 undesignated shares.

As of September 30, 1999, our outstanding capital stock consisted of:

. 13,502,124 shares of Class A common stock,

. 2,070,672 shares of Class C common stock,

. nine shares of Voting Preference common stock,

. 90,668 shares of Series A preferred stock,

. 184,233 shares of Series C preferred stock , and

. 46,374 shares of Series D preferred stock.

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Common Stock

Our common stock is divided into two groups, the "Non-Tracked common stock"
and the "Tracked common stock."

Non-Tracked Common Stock. Our Non-Tracked common stock is comprised of our
Class A, Class B and Voting Preference common stock. Each class of our Non-
Tracked common stock is identical, and entitles the holders thereof to the same
rights, powers and privileges of stockholders under Delaware law, except with
respect to voting rights and conversion as more fully described below.

Tracked Common Stock. Our Tracked common stock is comprised of our Class C
and Class D common stock. Dividends on, and rights upon liquidation,
dissolution or winding up with respect to, our Tracked common stock track the
assets and liabilities of Tritel C/F Holding Corp., one of our wholly-owned
subsidiaries. None of our Tracked common stock is entitled to vote, except on
matters relating to the rights of that class. The Class C and Class D common
stock are identical, except with respect to conversion as more fully described
below.

Voting Rights. Our Class A common stock, together with Series C preferred
stock, casts 4,990,000 votes on all matters not requiring a class vote, while
the six shares of Voting Preference common stock cast 5,010,000 votes on all
matters not requiring a class vote. The votes to which the Class A common stock
and Series C preferred stock are entitled are allocated to each share on a pro
rata basis. Similarly, the votes to which the six shares of Voting Preference
common stock are entitled are allocated to each share on a pro rata basis. The
Voting Preference common stock loses its voting preference when the rules of
the FCC so permit, which is currently five years after the respective issuances
of our C- and F-Block licenses, subject to possible unjust enrichment
obligations for ten years.

In the event the FCC indicates that the Class A common stock and Voting
Preference common stock (1) may be voted as a single class on all matters, (2)
may be treated as a single class for all quorum requirements and (3) may have
one vote per share, then, absent action by the Board of Directors and upon an
affirmative vote of 66 2/3% or more of the Class A common stock, we must seek
consent from the FCC to permit the Class A common stock and Voting Preference
common stock to vote and act as a single class in the manner described above.
The holders of shares of Class B common stock shall be entitled to vote as a
separate class on any amendment, repeal or modification of any provision of the
Restated Certificate of Incorporation that adversely affects the powers,
preferences or special rights of the holders of the Class B common stock.

Conversion Rights. Shares of our capital stock are convertible as follows:

. each share of Class B common stock may be converted, at any time at
the holder's option, into one share of Class A common stock;

. each share of Class A common stock may be converted, at any time at
the holder's option, into one share of Class B common stock; and

. in the event the FCC indicates that it will permit the conversion of
Tracked common stock into either Class A common stock or Class B
common stock, then, absent action by the Board of Directors and upon
an affirmative vote of 66 2/3% or more of the Class A common stock,
this conversion will be allowed by us at the option of the holders of
the Tracked common stock.

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Series A Preferred Stock

The Series A preferred stock, with respect to dividend rights and rights on
liquidation, dissolution or winding up, ranks on a parity basis with the Series
B preferred stock, and ranks senior to the Series C preferred stock, the Series
D preferred stock and the common stock. The holders of Series A preferred stock
are entitled to receive cumulative quarterly cash dividends at the annual rate
of 10% multiplied by the liquidation preference, which is equal to $1,000 per
share plus declared but unpaid dividends. We may elect to defer payment of any
such dividends until the date on which the 42nd quarterly dividend payment is
due, at which time, and not earlier, all deferred payments must be made. Except
as required by law or in certain circumstances, the holders of the Series A
preferred stock do not have any voting rights. So long as AT&T Wireless owns at
least two-thirds of the number of shares of Series A preferred stock owned by
it on January 7, 1999, it has the exclusive right, voting separately as a
single class, to nominate one director of ours. The Series A preferred stock is
redeemable, in whole but not in part, at the option of us on or after January
15, 2009 and at the option of the holders of the Series A preferred stock on or
after January 15, 2019. Upon any liquidation, dissolution or winding up of us,
the holders of the Series A preferred stock are entitled to receive a
liquidation preference. Additionally, on or after January 15, 2007, AT&T
Wireless, and qualified transferees, have the right to convert each share of
Series A preferred stock into shares of Class A common stock.

Series B Preferred Stock

The Series B preferred stock ranks on a parity basis with the Series A
preferred stock and is identical in all respects to the Series A preferred
stock, except:

. the Series B preferred stock is not convertible into shares of common
stock or any other security issued by us;

. the Series B preferred stock is redeemable at any time at the option
of us;

. the Series B preferred stock may be issued by us pursuant to an
Exchange Event as defined in the Restated Certificate of
Incorporation; and

. holders of Series B preferred stock do not have the right to elect any
directors of ours.

Series C Preferred Stock

The Series C preferred stock (1) ranks junior to the Series A preferred
stock and the Series B preferred stock with respect to dividend rights and
rights on liquidation, dissolution or winding up, (2) ranks junior to the
Series D preferred stock with respect to rights on a statutory liquidation,
(3) ranks on a parity basis with the Series D preferred stock with respect to
rights on liquidation, dissolution or winding up, except a statutory
liquidation, (4) ranks on a parity basis with Series D preferred stock and
common stock with respect to dividend rights, and (5) ranks senior to the
common stock and any other series or class of our common or preferred stock,
now or hereafter authorized, other than Series A preferred stock, Series B
preferred stock or Series D preferred stock, with respect to rights on
liquidation, dissolution and winding up. The holders of Series C preferred
stock are entitled to dividends in cash or property when, and if declared by
our Board of Directors. Upon any liquidation, dissolution or winding up of us,
the holders of Series C preferred stock are entitled to receive, after payment
to any stock ranking senior to the Series C preferred stock, a liquidation
preference equal to (1) the quotient of the aggregate paid-in-capital of all
Series C preferred stock held by a stockholder divided by the total number of
shares of Series C preferred stock held by that stockholder (the "Invested
Amount") plus (2) declared but unpaid dividends on the

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Series C preferred stock, if any, plus (3) an amount equal to interest on the
Invested Amount at the rate of 6 1/2% per annum, compounded quarterly. The
holders of the Series C preferred stock have the right at any time to convert
each share of Series C preferred stock, and upon this initial public offering
each share of Series C preferred stock will automatically convert, into 373.1
shares of Class A common stock and, under certain circumstances, 26.9 shares of
Class D common stock. On all matters to be submitted to our stockholders, the
holders of Series C preferred stock shall have the right to vote on an as-
converted basis as a single class with the holders of the Class A common stock.
Additionally, the affirmative vote of the holders of a majority of the Series C
preferred stock is required to approve certain matters. The Series C preferred
stock is not redeemable.

Series D Preferred Stock

The Series D preferred stock (1) ranks junior to the Series A preferred
stock and the Series B preferred stock with respect to dividend rights and
rights on liquidation, dissolution or winding up, (2) ranks senior to the
Series C preferred stock with respect to rights on a statutory liquidation, (3)
ranks on a parity basis with Series C preferred stock with respect to rights on
liquidation, dissolution and winding up, except a statutory liquidation, (4)
ranks on a parity basis with Series C preferred stock and common stock with
respect to dividend rights, and (5) ranks senior to the common stock and any
other series or class of our common or preferred stock, now or hereafter
authorized, other than Series A preferred stock, Series B preferred stock or
Series C preferred stock, with respect to rights on liquidation, dissolution
and winding up. Subject to the preceding sentence, the Series D preferred stock
is identical in all respects to the Series C preferred stock, except:

. the Series D preferred stock is convertible into an equivalent number
of shares of Series C preferred stock at any time;

. the liquidation preference for Series D preferred stock equals $1,000
plus declared but unpaid dividends plus an amount equal to interest on
$1,000 at the rate of 6 1/2% per annum, compounded quarterly, from the
date of issuance of such share to and including the date of the
calculation;

. the holders of Series D preferred stock do not have any voting rights,
other than those required by law or in certain circumstances; and

. shares of Series D preferred stock are not automatically convertible
upon the IPO Date.

Election of Directors

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Anti-Takeover Effects of Certain Provisions of Delaware Law and our Amended and
Restated Certificate of Incorporation and Bylaws

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. Generally, Section 203 prohibits a publicly-held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the interested
stockholder attained that status with the approval of the board of directors or
unless the business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in
a financial benefit to the interested stockholder. Generally, an "interested
stockholder" is a person who, together with affiliates and associates, owns, or
within three years did own, 15% or more of a corporation's voting stock. This
statute could prohibit or delay the accomplishment of mergers or other
takeovers or changes in control with respect to us and, accordingly, may
discourage attempts to acquire us.

In addition, provisions of our amended and restated certificate of
incorporation and bylaws, which provisions will be in effect upon the closing
of this offering and are summarized in the following paragraphs, may be deemed
to have an anti-takeover effect. The provisions of our restated certificate of
incorporation or bylaws, among other things, will:

. divide our board of directors into three classes, with members of each
class to be elected in staggered three-year terms;

. limit the right of stockholders to remove directors;

. regulate how stockholders may present proposals or nominate directors
for election at annual meetings of stockholders; and

. authorize our board of directors to issue preferred stock in one or
more series, without stockholder approval.

These provisions could:

. have the effect of delaying, deferring or preventing a change in
control of our company;

. discourage bids for our Class A common stock at a premium over the
market price;

. lower the market price of, and the voting and other rights of the
holders of, our Class A common stock; or

. impede the ability of the holders of our Class A common stock to
change our management.

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Registration Rights

The Stockholders' Agreement grants certain demand and piggyback
registration rights to the stockholders. In some circumstances, upon written
notice, certain stockholders may demand that we register some or all of their
securities with the SEC under the Securities Act. See "Shares Eligible for
Resale".

In addition to the demand registration rights, our stockholders may,
subject to transfer restrictions, piggyback on a registration by us at any
time, other than registrations on Forms S-4 or S-8 of the Securities Act,
subject to proportionate cutback restrictions. The demand and piggyback
registration rights survive for eleven years.

Lock-up Provisions

The shares of Class A and Class B common stock offered to certain of our
existing stockholders in the concurrent offering will be subject to a lock-up
provision set forth in our Stockholders' Agreement, which prohibits these
stockholders from selling their shares until January 7, 2002, subject to
limited exceptions. See "Shares Eligible for Future Sale--Lock-up Agreements".

Transfer Agent and Registrar

The transfer agent and registrar for our Class A and Class B common stock
is American Stock Transfer & Trust Company.

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LIMITATION ON DIRECTORS' LIABILITIES

The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breach of directors' fiduciary duty of
care. The duty of care requires that, when acting on behalf of the corporation,
directors must exercise an informed business judgment based on all material
information reasonably available to them. In the absence of the limitations of
personal liability authorized by the Delaware statute, directors could be
accountable to corporations and their stockholders for monetary damages for
conduct that does not satisfy their duty of care. Although the statute does not
change directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. The Restated
Certificate of Incorporation limits the liability of our directors or our
stockholders to the fullest extent permitted by the Delaware statute.
Specifically, our directors will not be personally liable for monetary damages
for breach of a director's fiduciary duty as a director, except for liability
(1) for any breach of the director's duty of loyalty to us or our stockholders,
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) under Section 174 of the Delaware
General Corporation Law regarding liability for any unlawful payment of
dividends or unlawful stock purchase or redemption or (4) for any transaction
from which a director derived an improper personal benefit. The inclusion of
this provision in the Restated Certificate of Incorporation may have the effect
of reducing the likelihood of derivative litigation against directors and may
discourage or deter stockholders or management from bringing a lawsuit against
directors for beach of their duty of care, even though such an action, if
successful, might otherwise have benefited us and our stockholders.

Additionally, certain of our outside directors may be covered by
indemnification arrangements under the organizational documents of their
employers and/or by liability insurance policies provided by their employers.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our Class A
common stock. As described below, only a limited number of shares will be
available for sale shortly after this offering due to contractual and legal
restrictions on resale. Sales of substantial amounts of our Class A common
stock in the public market after the restrictions lapse or are waived could
cause the market price of our Class A common stock to drop significantly.

Upon completion of this offering and the concurrent offering to certain of
our existing stockholders, we will have outstanding an aggregate of 99,536,311
shares of Class A and Class B common stock assuming no exercise of the
underwriters' right to purchase additional shares and no exercise of
outstanding options. Of these shares, all of the shares sold in this offering,
other than shares held by our "affiliates", will be freely tradeable without
restriction or further registration under the Securities Act. The remaining
Class A and Class B common shares held by existing shareholders are "restricted
securities" as that term is defined in Rule 144 under the Securities Act. These
shares are eligible for public sale only if registered under the Securities Act
or sold under an exemption to registration under the Securities Act. There are
also contractual restrictions on some of the holders of these shares which
restrict their ability to sell the shares.

As a result of the contractual restrictions described below and the
provisions of Rule 144, the restricted securities will be available for sale in
the public market as follows:

. 1,800,000 shares held by Jerry M. Sullivan, Jr., a former director and
executive officer of our company, will be available for sale beginning
February 16, 2000, subject to the volume, manner of sale and reporting
requirements of Rule 144.

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. All of the remaining restricted securities and those sold in the
concurrent offering (85,434,190 shares of Class A and 2,927,120 shares
of Class B common stock, assuming an initial public offering of $18.00
per share) are subject to a lock-up provision set forth in our
Stockholders' Agreement and will be available for sale beginning
January 7, 2002. Substantially all of these shares are also subject to
a lock-up agreement with the underwriters, under which they have
agreed not to dispose of or hedge any shares of our capital stock or
any securities convertible into or exchangeable for shares of our
capital stock for a period of 180 days from the date of this
prospectus, except with the prior written consent of Goldman, Sachs &
Co. The lock-up provision set forth in our Stockholders' Agreement is
subject to limited exceptions.

These rules and contractual restrictions governing the shares' eligibility
for public sale are as follows:

Rule 144

In general, under Rule 144 as currently in effect, beginning February 16,
2000, a person who has beneficially owned Class A common stock for at least one
year would be entitled to sell within any three-month period a number of shares
that does not exceed the greater of:

. 1% of the number of shares of Class A common stock then outstanding,
which will equal approximately 966,092 shares of Class A common stock
immediately after this offering; or

. the average weekly trading volume of the Class A common stock on the
Nasdaq National Market during the four calendar weeks preceding the
filing of a notice of Form 144 with respect to such sale.

Sales under Rule 144 are also subject to certain manner of sale provisions
and notice requirements and to the availability of current public information
about us.

Rule 144(k)

Under Rule 144(k), a person who is not deemed to have been one of our
affiliates at any time during the 90 days preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years,
including the holding period of any prior owner other than an affiliate, is
entitled to sell these shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144. Unless
otherwise restricted, these shares may be sold immediately upon the completion
of this offering.

Rule 701

As of the date of this offering, we have granted to our employees and
certain directors and officers options to purchase an aggregate of 1,839,925
shares of Class A common stock.

In general, under Rule 701, any of our employees, directors, officers,
consultants or advisors who purchase Class A common stock from us in connection
with a compensatory stock or option plan or other written agreement before the
effective date of this offering is entitled to resell these shares 90 days
after the effective date of this offering in reliance on Rule 144, without
having to comply with certain restrictions, including the holding period
contained in Rule 144.

The Commission has indicated that Rule 701 will apply to typical stock
options granted by an issuer before it becomes subject to the reporting
requirements of the Securities Exchange Act of

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1934, along with the shares acquired upon exercise of these options, including
exercises after the date of this prospectus. Securities issued in reliance on
Rule 701 are restricted securities and, subject to the contractual restrictions
described below, may be sold:

. beginning 90 days after the date of this prospectus;

. by persons other than affiliates subject only to the manner of sale
provisions of Rule 144; and

. by affiliates under Rule 144 without compliance with its one year
minimum holding period requirement.

Lock-up Agreements

Holders of 88,361,311 shares of our Class A and Class B common stock,
assuming no exercise of the underwriters' option to purchase additional shares,
are subject to a lock-up provision set forth in the Stockholders' Agreement,
which prohibits these stockholders from selling their shares until January 7,
2002, subject to limited exceptions. In addition, our company, all of our
directors and executive officers and certain of our shareholders have agreed
with the underwriters not to dispose of or hedge any of their common stock or
securities convertible into or exchangeable for shares of Class A common stock
during the period from the date of this prospectus continuing through the date
180 days after the date of this prospectus, except with prior written consent
of Goldman, Sachs & Co.

Stock Options

Following the completion of this offering, we intend to file a registration
statement on Form S-8 under the Securities Act covering the shares of Class A
common stock reserved for issuance under our stock option plan and other
options issued to our employees, directors and officers. We expect the
registration statement to be filed soon after the date of this prospectus and
automatically to become effective upon filing. Accordingly, Class A common
stock registered under the registration statement will, subject to vesting
provisions and volume limitations under the Securities Act applicable to our
affiliates, be available for sale in the open market immediately, or, in the
case of certain directors and other key employees, immediately after the 180-
day lock-up agreements expire.

Registration Rights

From and after the 91st day following this offering, certain stockholders,
holding shares of our Class A common stock, may request that we register their
shares of Class A common stock under the Securities Act. After these shares are
registered, they will become freely tradeable without restriction under the
Securities Act. However, under the Stockholders' Agreement, substantially all
of our stockholders have agreed not to transfer their shares until January 7,
2002 as described in "Joint Venture Agreements with AT&T Wireless--
Stockholders' Agreement".

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MATERIAL U.S. TAX CONSEQUENCES TO NON-U.S. HOLDERS

Following is a general discussion of material U.S. federal income and
estate tax consequences of the ownership and disposition of the Class A common
stock applicable to non-U.S. holders of Class A common stock. For purposes of
this discussion, a non-U.S. holder is any holder or other beneficial owner of
Class A common stock that, for U.S. federal income tax purposes, is not a U.S.
person. This discussion does not address all aspects of U.S. federal income and
estate taxation that may be relevant in light of a non-U.S. holder's particular
facts and circumstances, such as being a U.S. expatriate, and does not address
any tax consequences arising under the laws of any state, local or non-U.S.
taxing jurisdiction. Furthermore, the following discussion is based on current
provisions of the Internal Revenue Code of 1986, as amended, and administrative
and judicial interpretations thereof, all as in effect on the date hereof, and
all of which are subject to change, possibly with retroactive effect. We have
not and will not seek a ruling from the Internal Revenue Service with respect
to the U.S. federal income and estate tax consequences described below, and as
a result, there can be no assurance that the Internal Revenue Service will
agree with and not challenge any of the conclusions set forth in this
discussion.

For purposes of this discussion, the term U.S. person means:

. a citizen or resident of the United States;

. a corporation, partnership or other entity treated as a corporation or
a partnership for United States federal income tax purposes created or
organized in the United States or under the laws of the United States
or any state thereof including the District of Columbia;

. an estate whose income is included in gross income for U.S. federal
income tax purposes regardless of its source; or

. a trust whose administration is subject to the primary supervision of
a U.S. court and which has one or more U.S. persons who have the
authority to control all substantial decisions of the trust.

Dividends

We have not paid any dividends on our common stock, and we do not plan to
pay any dividends on our common stock for the foreseeable future. However, if
we do pay dividends on our common stock, those dividends generally will
constitute dividends for United States federal income tax purposes to the
extent paid from our current or accumulated earnings and profits, as determined
under United States federal income tax principles. To the extent such dividends
exceed our current and accumulated earnings and profits, the dividends will
constitute a return of capital that will be applied against and will reduce
your basis in our Class A common stock, but not below zero, and then will be
treated as gain from the sale of the stock. Dividends paid to a non-U.S. holder
that are not effectively connected with a United States trade or business of
the non-U.S. holder will, to the extent paid out of earnings and profits, be
subject to United States withholding tax at a 30 percent rate or, if a tax
treaty applies, a lower rate specified by the treaty. To receive a reduced
treaty rate, a non-U.S. holder must furnish to our company or its paying agent
a duly completed Form 1001 or Form W-8BEN, or substitute form, certifying to
its qualification for such rate.

Dividends that are effectively connected with the conduct of a trade or
business within the United States of a non-U.S. holder are generally exempt
from United States federal withholding tax, provided that the non-U.S. holder
furnishes to our company or our paying agent a duly completed Form 4224 or Form
W-8ECI, or substitute form, certifying the exemption. However, dividends exempt
from United States withholding because they are effectively connected with the
conduct of a trade or business within the United States are subject to United
States federal income tax on a net income

106
<PAGE>

basis at the regular graduated United States federal income tax rates. Any such
effectively connected dividends received by a foreign corporation may, under
certain circumstances, be subject to an additional "branch profits tax" at a 30
percent rate or a lower rate specified by an applicable income tax treaty.

Gain on Disposition of Class A Common Stock

A non-U.S. holder generally will not be subject to U.S. federal income tax
on any gain realized upon the sale or other disposition of Class A common stock
unless:

. the gain is effectively connected with a trade or business of the non-
U.S. holder in the United States. In this case, the non-U.S. holder
will, unless an applicable treaty provides otherwise, be taxed on its
net gain derived from the sale under regular graduated United States
federal income tax rates. If the non-U.S. holder is a foreign
corporation, it may be subject to an additional branch profits tax
equal to 30 percent of its effectively connected earnings and profits
within the meaning of the Internal Revenue Code for the taxable year,
as adjusted for certain items, unless it qualifies for a lower rate
under an applicable income tax treaty and duly demonstrates such
qualification;

. the non-U.S. holder is an individual who holds his or her Class A
common stock as a capital asset, which generally means as an asset
held for investment purposes, and who is present in the United States
for a period or periods aggregating 183 days or more during the
calendar year in which the sale or disposition occurs and certain
other conditions are met; or

. we are or have been a United States real property holding corporation
for U.S. federal income tax purposes at any time within the shorter of
the five-year period preceding the disposition or the holder's holding
period for its Class A common stock. We believe that we are not and
will not become a United States real property holding corporation for
U.S. federal income tax purposes.

Backup Withholding and Information Reporting

Generally, we would be required to report annually to the Internal Revenue
Service the amount of dividends, if any, paid on the Class A common stock, the
name and address of the recipient, and the amount, if any, of tax withheld. A
similar report would be sent to the recipient. Pursuant to applicable income
tax treaties or other agreements, the Internal Revenue Service may make its
reports available to tax authorities in the recipient's country of residence.

Dividends paid to a non-U.S. holder at an address within the United States
may be subject to backup withholding at a rate of 31% if the non-U.S. holder
fails to establish that it is entitled to an exemption or to provide a correct
taxpayer identification number and other information to the payer. Backup
withholding will generally not apply to dividends paid to non-U.S. holders at
an address outside the United States on or prior to December 31, 2000 unless
the payer has knowledge that the payee is a U.S. person. Under the recently
finalized Treasury Regulations regarding withholding and information reporting,
payment of dividends to non-U.S. holders at an address outside the United
States after December 31, 2000 may be subject to backup withholding at a rate
of 31% unless such non-U.S. Holder satisfies various certification
requirements.

Under current treasury regulations, the payment of the proceeds of the
disposition of Class A common stock to or through the U.S. office of a broker
is subject to information reporting and backup withholding at a rate of 31%
unless the holder certifies its non-U.S. status under penalties of perjury or
otherwise establishes an exemption. Generally, the payment of the proceeds of
the disposition by a non-U.S. holder of Class A common stock outside the United
States to or through a foreign office

107
<PAGE>

of a broker will not be subject to backup withholding but will be subject to
information reporting requirements if the broker is:

. a U.S. person;

. a controlled foreign corporation for U.S. federal income tax purposes;
or

. a foreign person 50% or more of whose gross income for certain periods
is from the conduct of a U.S. trade or business

unless the broker has documentary evidence in its files of the holders' non-
U.S. status and certain other conditions are met, or the non-U.S. holder
otherwise establishes an exemption. Neither backup withholding nor information
reporting generally will apply to a payment of the proceeds of a disposition of
Class A common stock by or through a foreign office of a foreign broker not
subject to the preceding sentence.

In general, the recently finalized treasury regulations, described above,
do not significantly alter substantive withholding and information reporting
requirements but would alter procedures for claiming benefits of an income tax
treaty and change the certifications procedures relating to the receipt by
intermediaries of payments on behalf of the beneficial owner of shares of Class
A common stock. Non-U.S. holders should consult their tax advisors regarding
the effect, if any, of those final treasury regulations on an investment in the
Class A common stock. Those final treasury regulations are generally effective
for payments made after December 31, 2000.

Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the Internal
Revenue Service.

Estate Tax

An individual non-U.S. holder who owns Class A common stock at the time of
his or her death or had made certain lifetime transfers of an interest in Class
A common stock will be required to include the value of that Class A common
stock in his or her gross estate for U.S. federal estate tax purposes, unless
an applicable estate tax treaty provides otherwise.

The foregoing discussion is a summary of the principal U.S. federal income
and estate tax consequences of the ownership, sale or other disposition of
Class A common stock by non-U.S. holders. Accordingly, investors are urged to
consult their own tax advisors with respect to the income and estate tax
consequences of the ownership and disposition of Class A common stock,
including the application and effect of the laws of any state, local, foreign
or other taxing jurisdiction.

108
<PAGE>

UNDERWRITING

Tritel and the underwriters named below have entered into an underwriting
agreement with respect to the shares of Class A common stock being offered.
Subject to certain conditions, each underwriter has severally agreed to
purchase the number of shares of Class A common stock indicated in the
following table. Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Bear, Stearns & Co. Inc. and Donaldson, Lufkin & Jenrette
Securities Corporation are the representatives of the underwriters.

<TABLE>
<CAPTION>
Number of Shares
of Class A
Underwriters common stock
------------ ----------------
<S> <C>
Goldman, Sachs & Co.......................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated........................................
Bear, Stearns & Co. Inc...................................
Donaldson, Lufkin & Jenrette Securities Corporation.......
---------
Total................................................ 9,375,000
=========
</TABLE>

If the underwriters sell more shares of Class A common stock than the total
number set forth in the table above, the underwriters have an option to buy up
to an additional 1,406,250 shares of Class A common stock from Tritel to cover
such sales. They may exercise that option for 30 days. If any shares of Class A
common stock are purchased pursuant to this option, the underwriters will
severally purchase shares of Class A common stock in approximately the same
proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts
and commissions to be paid to the underwriters by Tritel. Such amounts are
shown assuming both no exercise and full exercise of the underwriters' option
to purchase 1,406,250 additional shares of Class A common stock.

<TABLE>
<CAPTION>
Paid by Tritel
-------------------------
No Exercise Full Exercise
----------- -------------
<S> <C> <C>
Per Share........................................ $ $
Total............................................ $ $
</TABLE>

Shares of Class A common stock sold by the underwriters to the public will
initially be offered at the initial public offering price set forth on the
cover of this prospectus. Any shares of Class A common stock sold by the
underwriters to securities dealers may be sold at a discount of up to $ per
share from the initial public offering price. Any such securities dealers may
resell any shares of Class A common stock purchased from the underwriters to
certain other brokers or dealers at a discount of up to $ per share from the
initial public offering price. If all the shares of Class A common stock are
not sold at the initial public offering price, the representatives may change
this offering price and the other selling terms.

Certain of our stockholders have exercised, as of the date of this
prospectus, their rights to purchase an aggregate of 3,975,507 shares of our
Class A and Class B common stock, assuming an initial public offering price of
$18.00 per share, in connection with this offering. See "Principal
Stockholders". The price of the shares to be sold to our existing stockholders
in the concurrent offering will be equal to the initial public offering price
per share less an amount equal to the underwriting discount we pay to the
underwriters in this offering. The underwriters will not receive any
compensation in connection with the concurrent offering.

109
<PAGE>

Our company, all of our directors and executive officers and certain of our
shareholders have agreed with the underwriters not to dispose of or hedge any
of their common stock or securities convertible into or exchangeable for shares
of Class A common stock during the period from the date of this prospectus
continuing through the date 180 days after the date of this prospectus, except
with the prior written consent of Goldman, Sachs & Co. This agreement does not
apply to the issuance of shares under our existing employee benefit plans. See
"Shares Eligible for Future Sale" for a description of certain transfer
restrictions.

Prior to this offering, there has been no public market for our shares of
Class A common stock. The initial public offering price has been negotiated
among our company and the underwriters. Among the factors to be considered in
determining the initial public offering price of the shares of Class A common
stock, in addition to prevailing market conditions, will be our historical
performance, estimates of the business potential and earnings prospects of our
company, an assessment of our management and the consideration of the above
factors in relation to market valuation of companies in related businesses.

We have applied to have our Class A common stock included for quotation on
the Nasdaq National Market under the symbol "TTEL".

In connection with this offering, the underwriters may purchase and sell
shares of Class A common stock in the open market. These transactions may
include short sales, stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the underwriters of a
greater number of shares of Class A common stock than they are required to
purchase in this offering. Stabilizing transactions consist of certain bids or
purchases made for the purpose of preventing or retarding a decline in the
market price of the Class A common stock while this offering is in progress.

The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares of
Class A common stock sold by or for the account of such underwriter in
stabilizing or short covering transactions.

These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the Class A common stock. As a result, the price of
the Class A common stock may be higher than the price that otherwise might
exist in the open market. If these activities are commenced, they may be
discontinued by the underwriters at any time. These transactions may be
effected on the Nasdaq National Market, in the over-the-counter market or
otherwise.

The underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares of Class A common stock offered.

We currently anticipate that we will request the underwriters to reserve up
to 5% of the shares of our Class A common stock for sale at the initial public
offering price to persons designated by us through a directed share program.
The number of shares available for sale to the general public will be reduced
to the extent such persons purchase such reserved shares. Any reserved shares
not so purchased will be offered by the underwriters to the general public on
the same basis as other shares offered hereby.

We estimate that our share of the total expenses of this offering,
excluding underwriting discounts and commissions, will be approximately
$1,500,000.

We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.

110
<PAGE>

LEGAL MATTERS

The validity of the common stock we are offering under this prospectus is
being passed upon for us by Brown & Wood LLP, New York, New York and for the
underwriters by Shearman & Sterling, New York, New York. Certain other legal
matters will be passed upon for us by James H. Neeld, IV, our senior vice
president-general counsel and secretary, and by our special FCC counsel, Lukas,
Nace, Gutierrez & Sachs, Chartered, Washington, D.C.

EXPERTS

The consolidated financial statements of Tritel, Inc. and Predecessor
Companies as of December 31, 1997 and 1998, for each of the years in the three-
year period ended December 31, 1998 and for the period from July 27, 1995
(inception) to December 31, 1998, have been included herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of that firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Commission a registration statement on Form S-1 to
register the shares being offered in this prospectus. This prospectus, which
forms part of the registration statement, does not contain all of the
information included in the registration statement. For further information
about us and the shares offered in this prospectus, you should refer to the
registration statement and its exhibits.

Our Commission filings are available to the public over the internet at the
Commission's web site at http://www.sec.gov/. You also may read and copy any
document we file at the Commission's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. These documents also are available at the public
reference rooms at the Commission's regional offices in New York, New York and
Chicago, Illinois. Please call the Commission at 1-800-SEC0330 for further
information on the public reference rooms. Written requests for such
information may also be directed to Tritel, Inc., 111 E. Capitol Street, Suite
500, Jackson, Mississippi 39201, Attention: Corporate Secretary.

111
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----

<S> <C>
Independent Auditors' Report ............................................ F-2

Consolidated Balance Sheets as of December 31, 1997 and 1998 and
September 30, 1999 (unaudited) ......................................... F-3

Consolidated Statements of Operations for the years ended December 31,
1996, 1997 and 1998, the period from July 27, 1995 (inception) to
December 31, 1998, the nine month periods ended September 30, 1998 and
1999 (unaudited) and the period from July 27, 1995 (inception) to
September 30, 1999 (unaudited) ......................................... F-4

Consolidated Statements of Members' and Stockholders' Equity for the
period from July 27, 1995 (inception) to December 31, 1995, the years
ended December 31, 1996, 1997 and 1998 and the nine-month period ended
September 30, 1999 (unaudited) ......................................... F-5

Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1997 and 1998, the period from July 27, 1995 (inception) to
December 31, 1998, the nine month periods ended September 30, 1998 and
1999 (unaudited) and the period from July 27, 1995 (inception) to
September 30, 1999 (unaudited) ......................................... F-6

Notes to Consolidated Financial Statements............................... F-8
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Tritel, Inc.:

We have audited the accompanying consolidated balance sheets of Tritel,
Inc. and Predecessor Companies (development stage companies) (the Companies) as
of December 31, 1997 and 1998, and the related consolidated statements of
operations, members' and stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1998 and for the period from
July 27, 1995 (inception) to December 31, 1998. These consolidated financial
statements are the responsibility of the Companies' managements. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Tritel, Inc. and Predecessor Companies as of December 31, 1997 and 1998, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1998 and for the period from July 27,
1995 (inception) to December 31, 1998, in conformity with generally accepted
accounting principles.

KPMG Peat Marwick LLP

Jackson, Mississippi
February 16, 1999

F-2
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

CONSOLIDATED BALANCE SHEETS

December 31, 1997 and 1998 and September 30, 1999 (unaudited)
(amounts in thousands, except share data)

<TABLE>
<CAPTION>
December 31,
----------------- September 30,
1997 1998 1999
Assets -------- ------- -------------
(unaudited)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents .................. $ 1,763 846 485,684
Due from affiliates ........................ 275 241 2,221
Inventory................................... -- -- 3,526
Prepaid expenses and other current assets
........................................... 10 719 3,706
-------- ------- -------
Total current assets ..................... 2,048 1,806 495,137
Restricted cash ............................. -- -- 7,387
Property and equipment, net.................. 13 13,816 132,075
FCC licensing costs ......................... 99,425 71,466 199,440
Intangible assets, net of amortization of
$4,203 in 1999.............................. -- -- 60,924
Deferred charges, net of amortization of $347
in 1997, $348 in 1998 and $2,372 in 1999 ... 1,027 1,933 28,430
Note receivable ............................. -- -- 7,550
Other assets ................................ -- -- 529
-------- ------- -------
Total assets ............................. $102,513 89,021 931,472
======== ======= =======
Liabilities, Redeemable Preferred Stock and
Stockholders' Equity (Deficit)
Current liabilities:
Notes payable .............................. $ 5,000 22,405 --
Current maturities of long-term debt ....... -- -- 681
Accounts payable ........................... 352 8,221 43,856
Accrued expenses and interest .............. 3,073 2,285 10,055
-------- ------- -------
Total current liabilities ................ 8,425 32,911 54,592
-------- ------- -------
Non-current liabilities:
Long-term debt ............................. 77,200 51,599 551,078
Note payable to related party .............. 5,700 6,270 --
Accrued interest payable ................... 2,426 224 --
Deferred credit--vendor discount ........... -- -- 12,751
Deferred income taxes ...................... -- -- 40,510
-------- ------- -------
Total non-current liabilities ............ 85,326 58,093 604,339
-------- ------- -------
Total liabilities ........................ 93,751 91,004 658,931
-------- ------- -------
Series A 10% redeemable convertible preferred
stock ...................................... -- -- 97,301
Stockholders' equity:
Preferred stock, authorized 3,100,000
shares:
Series C, outstanding 184,233 shares at
September 30, 1999....................... -- -- 174,658
Series D, outstanding 46,374 shares at
September 30, 1999 ...................... -- -- 46,374
Common stock, 30 shares issued and
outstanding at December 31, 1998........... -- -- --
Common stock issued and outstanding at
September 30, 1999--
Class A Voting, 13,502,124 shares; Class C
Non-Voting, 2,070,672 shares; and Voting
Preference, nine shares.................... -- -- --
Contributed capital--Predecessor Companies
........................................... 13,497 13,497 --
Additional paid in capital ................. -- -- 4,500
Deficit accumulated during the development
stage ..................................... (4,735) (15,480) (50,292)
-------- ------- -------
Total stockholders' equity (deficit) ..... 8,762 (1,983) 175,240
-------- ------- -------
Total liabilities, redeemable preferred
stock and stockholders' equity .......... $102,513 89,021 931,472
======== ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 1996, 1997 and 1998,
the Period from July 27, 1995 (Inception) to December 31, 1998,
the Nine Month Periods Ended September 30, 1998 and 1999 (unaudited)
and the Period from July 27, 1995 (Inception) to September 30, 1999 (unaudited)
(amounts in thousands)

<TABLE>
<CAPTION>
Cumulative
Cumulative amounts
amounts Nine-months since
Years ended since ended inception,
December 31, inception at September 30, at
------------------------ December 31, ------------------- September 30,
1996 1997 1998 1998 1998 1999 1999
------- ------ ------- ------------ ------ ----------- -------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $ -- -- -- -- -- 179 179
------- ------ ------- ------- ------ ----------- -------
Operating expenses:
Cost of services and
equipment............ -- -- -- -- -- 189 189
Plant................. 4 104 1,939 2,047 504 8,931 10,977
General and
administrative....... 1,481 3,123 4,947 9,672 3,208 17,414 27,085
Sales and marketing... 5 28 452 485 181 6,621 7,106
Depreciation and
amortization......... 2 20 348 370 20 5,601 5,971
------- ------ ------- ------- ------ ----------- -------
1,492 3,275 7,686 12,574 3,913 38,756 51,328
------- ------ ------- ------- ------ ----------- -------
Operating loss.......... (1,492) (3,275) (7,686) (12,574) (3,913) (38,577) (51,149)
Interest income......... 31 121 77 230 39 10,451 10,679
Financing cost.......... -- -- -- -- -- (2,230) (2,230)
Interest expense........ -- -- (722) (722) -- (12,038) (12,760)
------- ------ ------- ------- ------ ----------- -------
Loss before
extraordinary item
and income taxes..... (1,461) (3,154) (8,331) (13,066) (3,874) (42,394) (55,460)
Income tax benefit...... -- -- -- -- -- 13,638 13,638
------- ------ ------- ------- ------ ----------- -------
Loss before
extraordinary items.. (1,461) (3,154) (8,331) (13,066) (3,874) (28,756) (41,822)
Extraordinary item--
Loss on return of
spectrum............... -- -- (2,414) (2,414) (2,414) -- (2,414)
------- ------ ------- ------- ------ ----------- -------
Net loss.............. (1,461) (3,154) (10,745) (15,480) (6,288) (28,756) (44,236)
Accrual of dividends on
Series A redeemable
preferred stock........ -- -- -- -- -- (6,632) (6,632)
------- ------ ------- ------- ------ ----------- -------
Net loss available to
common shareholders.... $(1,461) (3,154) (10,745) (15,480) (6,288) (35,388) (50,868)
======= ====== ======= ======= ====== =========== =======
Basic and diluted net
loss per common share.. $ (2.32)
Weighted average common
shares outstanding..... 15,224,891
===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

CONSOLIDATED STATEMENTS OF MEMBERS' AND STOCKHOLDERS' EQUITY

For the Period from July 27, 1995 (Inception) to December 31, 1995,
the Years Ended December 31, 1996, 1997 and 1998 and
the Nine-Month Period Ended September 30, 1999 (unaudited)
(amounts in thousands)

<TABLE>
<CAPTION>
Deficit
Preferred accumulated Members'
stock Additional during and
Preferred issuance Common Contributed Paid in development stockholders'
stock costs Stock capital Capital stage equity
--------- --------- ------ ----------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at July 27,
1995................... $ -- -- -- -- -- -- --
Contributed capital, net
of expenses of $25..... -- -- -- 1,150 -- -- 1,150
Conversion of debt to
members' equity........ -- -- -- 489 -- -- 489
Net loss................ -- -- -- -- -- (120) (120)
-------- ------ --- ------- ----- ------- -------
Balance at December 31,
1995................... -- -- -- 1,639 -- (120) 1,519
Contributed capital, net
of expenses of $40..... -- -- -- 3,910 -- -- 3,910
Conversion of debt to
members' equity........ -- -- -- 1,706 -- -- 1,706
Net loss................ -- -- -- -- -- (1,461) (1,461)
-------- ------ --- ------- ----- ------- -------
Balance at December 31,
1996................... -- -- -- 7,255 -- (1,581) 5,674
Contributed capital, net
of expenses of $148.... -- -- -- 5,437 -- -- 5,437
Conversion of debt to
members' equity........ -- -- -- 805 -- -- 805
Net loss................ -- -- -- -- -- (3,154) (3,154)
-------- ------ --- ------- ----- ------- -------
Balance at December 31,
1997................... -- -- -- 13,497 -- (4,735) 8,762
Net loss................ -- -- -- -- -- (10,745) (10,745)
-------- ------ --- ------- ----- ------- -------
Balance at December 31,
1998................... -- -- -- 13,497 -- (15,480) (1,983)
Unaudited:
Conversion of debt to
members' equity in
Predecessor Company... -- -- -- 8,976 -- -- 8,976
Series C Preferred
Stock issued to
Predecessor Company,
including distribution
of assets and
liabilities........... 17,193 -- -- (22,473) -- 576 (4,704)
Series C Preferred
Stock issued in
exchange for cash..... 163,370 -- -- -- -- -- 163,370
Payment of preferred
stock issuance costs.. -- (8,507) -- -- -- -- (8,507)
Series C Preferred
Stock issued to
Central Alabama in
exchange for net
assets................ 2,602 -- -- -- -- -- 2,602
Series D Preferred
Stock issued to AT&T
Wireless in exchange
for licenses and other
agreements............ 46,374 -- -- -- -- -- 46,374
Grant of unrestricted
rights in common stock
to officer............ -- -- -- -- 4,500 -- 4,500
Accrual of dividends on
Series A redeemable
preferred stock....... -- -- -- -- -- (6,632) (6,632)
Net loss............... -- -- -- -- -- (28,756) (28,756)
-------- ------ --- ------- ----- ------- -------
Balance at September
30, 1999.............. $229,539 (8,507) -- -- 4,500 (50,292) 175,240
======== ====== === ======= ===== ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Cumulative
amounts
since Nine-months Cumulative
Years ended inception, ended September amounts since
December 31, at 30, inception, at
------------------------ December 31, ---------------- September 30,
1996 1997 1998 1998 1998 1999 1999
------- ------ ------- ------------ ------ -------- -------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net loss.............. $(1,461) (3,154) (10,745) (15,480) (6,288) (28,756) (44,236)
Adjustments to
reconcile net loss to
net cash used in
operating activities:
Loss on return of
spectrum............. -- -- 2,414 2,414 2,414 -- 2,414
Depreciation and
amortization......... 2 20 348 370 20 5,601 5,971
Grant of unrestricted
rights in common
stock to officer..... -- -- -- -- -- 4,500 4,500
Accretion of discount
on debt and
amortization of debt
issue costs.......... -- -- -- -- -- 3,672 3,672
Deferred income tax
benefit.............. -- -- -- -- -- (13,638) (13,638)
Changes in operating
assets and
liabilities:
Inventory............ -- -- -- -- -- (3,526) (3,526)
Accounts payable and
accrued expenses.... 340 45 (180) 271 1,472 5,762 6,035
Other current assets
and liabilities..... 427 (814) (333) (618) (200) (2,313) (2,933)
------- ------ ------- ------- ------ -------- --------
Net cash used in
operating
activities......... (692) (3,903) (8,496) (13,043) (2,582) (28,698) (41,741)
------- ------ ------- ------- ------ -------- --------
Cash flows from
investing activities:
Capital expenditures.. (11) (6) (5,970) (5,986) (2,862) (80,189) (86,175)
Deposit for FCC
auctions............. (5,000) -- -- (9,500) -- -- (9,500)
Payment for FCC
licenses............. (3,549) (3,935) -- (7,485) -- -- (7,485)
Refund of FCC
deposit.............. 950 1,376 -- 2,326 -- -- 2,326
Advance under notes
receivable........... -- -- -- -- -- (7,550) (7,550)
Capitalized interest
on network
construction and FCC
licensing costs...... (1,325) (415) (2,905) (4,644) -- (9,993) (14,637)
Increase in restricted
cash................. -- -- -- -- -- (7,387) (7,387)
Other................. (106) (72) -- (202) -- (325) (527)
------- ------ ------- ------- ------ -------- --------
Net cash used in
investing
activities........... (9,041) (3,052) (8,875) (25,491) (2,862) (105,444) (130,935)
------- ------ ------- ------- ------ -------- --------
Cash flows from
financing activities:
Proceeds from notes
payable to related
parties.............. 300 5,700 -- 9,100 -- -- 9,100
Proceeds from notes
payable.............. 5,900 5,000 38,705 50,230 4,605 -- 50,230
Proceeds from long-
term debt............ -- -- -- -- -- 300,000 300,000
Proceeds from senior
subordinated discount
notes................ -- -- -- -- -- 200,240 200,240
Repayments of notes
payable to related
parties.............. (100) (300) -- (400) -- -- (400)
Repayments of notes
payable.............. (625) (5,900) (21,300) (27,825) -- (22,100) (49,925)
</TABLE>

(continued)

F-6
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Cumulative
amounts
since Nine-months Cumulative
Years ended inception, ended amounts since
December 31, at September 30, inception, at
----------------------- December 31, --------------- September 30,
1996 1997 1998 1998 1998 1999 1999
------- ------ ------ ------------ ------ ------- -------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Payment of preferred
stock issuance costs.. -- -- -- -- -- (8,507) (8,507)
Payment of debt
issuance costs and
other deferred
charges............... (20) (1,251) (951) (2,222) (757) (28,054) (30,276)
Proceeds from vendor
discount.............. -- -- -- -- -- 15,000 15,000
Issuance of preferred
stock................. -- -- -- -- -- 162,703 162,703
Capital contributions,
net of related
expenses.............. 3,910 5,437 -- 10,497 -- -- 10,497
Other.................. -- -- -- -- -- (302) (302)
------- ------ ------ ------ ------ ------- -------
Net cash provided by
(used in) financing
activities............ 9,365 8,686 16,454 39,380 3,848 618,980 658,360
------- ------ ------ ------ ------ ------- -------
Net increase (decrease)
in cash and cash
equivalents............ (368) 1,731 (917) 846 (1,596) 484,838 485,684
Cash and cash
equivalents at
beginning of period.... 400 32 1,763 -- 1,763 846 --
------- ------ ------ ------ ------ ------- -------
Cash and cash
equivalents at end of
period................. $ 32 1,763 846 846 167 485,684 485,684
======= ====== ====== ====== ====== ======= =======
Supplementary
Information:
Cash paid for interest,
net of amounts
capitalized........... $ -- -- -- -- -- 9,201 9,201
======= ====== ====== ====== ====== ======= =======
Significant non-cash
investing and financing
activities:
Long-term debt incurred
to obtain FCC
licenses, net of
discount ............. $53,259 23,116 -- 76,375 -- -- 76,375
======= ====== ====== ====== ====== ======= =======
Capitalized interest
and discount on debt
used to obtain FCC
licenses ............. $ 2,033 6,799 7,614 16,466 6,118 4,599 21,520
======= ====== ====== ====== ====== ======= =======
Deposits applied to
purchase of FCC
licenses ............. $ 4,500 5,000 -- 9,500 -- -- 9,500
======= ====== ====== ====== ====== ======= =======
Conversions of debt to
equity ............... $ 1,706 805 -- 3,000 -- -- 11,976
======= ====== ====== ====== ====== ======= =======
Capital expenditures
included in accounts
payable............... $ -- -- 5,762 5,762 -- 33,066 33,066
======= ====== ====== ====== ====== ======= =======
Election of FCC
disaggregation option
for return of
spectrum:
Reduction in FCC
licensing costs...... $ -- -- 35,442 35,442 -- -- 35,442
======= ====== ====== ====== ====== ======= =======
Reduction in accrued
interest payable and
long-term debt ...... $ -- -- 33,028 33,028 -- -- 33,028
======= ====== ====== ====== ====== ======= =======
Preferred stock issued
in exchange for
assets and
liabilities.......... $ -- -- -- -- -- 156,837 156,837
======= ====== ====== ====== ====== ======= =======
Distribution of assets
and liabilities to
predecessor company .. $ -- -- -- -- (4,704) (4,704)
======= ====== ====== ====== ====== ======= =======
</TABLE>

See accompanying notes to consolidated financial statements

F-7
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All information subsequent to December 31, 1998 is unaudited.)

(1) Description of Business and Summary of Significant Accounting Policies

(a) Organization and Principles of Consolidation

Airwave Communications, LLC ("Airwave Communications") (formerly Mercury
PCS, LLC) and Digital PCS, LLC ("Digital PCS") (formerly Mercury PCS II, LLC)
were formed on July 27, 1995 and July 29, 1996, respectively, for the principal
purpose of acquiring for development Personal Communications Services ("PCS")
licenses in markets in the south-central United States. Airwave Communications
and Digital PCS are referred to collectively as "the Predecessor Company" or
"the Predecessor Companies."

Tritel, Inc. ("Tritel") was formed on April 23, 1998 by the controlling
shareholders of Airwave Communications and Digital PCS for the purpose of
developing Personal Communications Services ("PCS") markets in the south-
central United States. Tritel's 1998 activities consisted of $1.5 million in
capital expenditures and $32,000 in net loss. On January 7, 1999, the
Predecessor Companies transferred substantially all of their assets and
liabilities at historical cost to Tritel in exchange for 18,262 shares of
Series C Preferred Stock in Tritel. Tritel is controlled by the controlling
shareholders of the Predecessor Companies. Tritel will continue the activities
of the Predecessor Companies and, for accounting purposes, this transaction was
accounted for as a reorganization of the Predecessor Company into a C
corporation and a name change to Tritel. Tritel and the Predecessor Company,
together with Tritel's subsidiaries, are referred to collectively as "the
Company."

The Company has commenced limited commercial PCS operations and is still in
the development stage. The Company continues to devote most of its efforts to
activities such as strategic and financial planning, raising capital and
constructing wireless telecommunications network facilities.

The consolidated accounts of the Company include its subsidiaries, Tritel
PCS, Inc.; Tritel A/B Holding Corp.; Tritel C/F Holding Corp.; Tritel
Communications, Inc.; Tritel Finance, Inc.; and others. All significant
intercompany accounts or balances have been eliminated in consolidation.

Also on January 7, 1999, Tritel entered into the following transactions:

. AT&T Wireless PCS, LLC and TWR Cellular, Inc. (collectively, "AT&T
Wireless") contributed PCS licenses to Tritel and entered into
agreements with Tritel for the use of the AT&T logo and other service
marks, and for roaming arrangements. In exchange for the contributed
assets, AT&T Wireless received 90,668 shares of Series A Preferred
Stock and 46,374 shares of Series D Preferred Stock in Tritel with a
stated value of $137,042,000. This transaction was accounted for as an
asset acquisition by Tritel and is further described in Note 19.

. Tritel acquired all of the assets and liabilities of Central Alabama
Partnership, LP 132 in exchange for 2,602 shares of Series C Preferred
Stock in Tritel with a stated value of $2,602,000. Assets, principally
PCS licenses, totaling $9,352,000 were acquired and liabilities of
$6,750,000 were assumed. This transaction was accounted for as a
purchase business combination.

F-8
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

. Tritel issued 14,130 shares of Series C Preferred Stock with a stated
value of $14,130,000 to the Predecessor Companies in exchange for
cash. Additionally, Tritel issued 149,239 shares of Series C Preferred
Stock with a stated value of $149,239,000 to certain private investors
in exchange for cash and stock subscriptions receivable. These
transactions are further described in Note 18.

. Tritel entered into a $550,000,000 bank financing facility as further
described in Note 20 for financing of the development and construction
of its wireless network.

The January 7, 1999 stock transactions described above are summarized as
follows:

<TABLE>
<CAPTION>
Stated Carrying
Shares Value Amount
------- -------- --------
(amounts in thousands)
<S> <C> <C> <C>
Series A Preferred issued to AT&T Wireless........... 90,668 $ 90,668 $ 90,668
Series D Preferred issued to AT&T Wireless........... 46,374 46,374 46,374
------- -------- --------
Total to AT&T Wireless in exchange for contributed
assets............................................ 137,042 137,042 137,042
------- -------- --------
Series C Preferred issued to Airwave Communications.. 14,427 14,427 10,973
Series C Preferred issued to Digital PCS............. 3,835 3,835 6,220
------- -------- --------
Total to Predecessor Companies in exchange for
contributed assets................................ 18,262 18,262 17,193
------- -------- --------
Series C Preferred issued to Central Alabama
Partnership......................................... 2,602 2,602 2,602
Series C Preferred issued to Predecessor Companies
for cash............................................ 14,130 14,130 14,130
Series C Preferred issued to certain private
investors........................................... 149,239 149,239 149,239
------- -------- --------
Total.............................................. 321,275 $321,275 $320,206
======= ======== ========
</TABLE>

(b) Cash and Cash Equivalents

For purposes of financial statement classification, the Company considers
all highly liquid investments with original maturities of three months or less
to be cash equivalents.

Property and equipment are stated at cost, less accumulated depreciation.
When assets are placed in service, depreciation is calculated using the
straight-line method over the estimated useful lives of the respective assets,
generally seven years for wireless network assets and three years for
information systems assets. Leasehold improvements are amortized over the lease
term. The Company capitalizes interest on certain of its wireless network
construction activities. Routine expenditures for repairs and maintenance are
charged to expense as incurred.

(d) FCC Licensing Costs

Licensing costs are accounted for in accordance with industry standards and
include the discounted present value of license fees as described in Note 5 and
the direct costs incurred to obtain the licenses. For certain licenses,
licensing costs also include capitalized interest on the related debt during
the period of time necessary to build out the wireless network.

F-9
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

The FCC grants licenses for terms of up to ten years, and generally grants
renewals if the licensee has complied with its license obligations. The Company
believes it will be able to secure renewal of its PCS licenses. Amortization of
such license costs, which will begin for each geographic service area upon
commencement of service, will be over a period of 40 years.

The Company adopted Statement of Financial Accounting Standards (SFAS) No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of in 1996. Adoption of the statement did not have a
material effect on the Company's financial statements at the date of adoption.
In accordance with the requirements of SFAS 121, the Company evaluates the
propriety of the carrying amounts of its FCC licensing costs whenever current
events or circumstances warrant such review to determine whether such assets
are impaired. There have been no impairments through September 30, 1999.

(e) Deferred Charges

Debt issuance costs are deferred and amortized over the term of the related
debt. Direct costs of two purchase business combinations which closed in
January 1999 were deferred at December 31, 1998 and included as part of the
total costs of the acquisitions. Direct costs incurred for an equity offering
which closed in January 1999 were deferred and will be offset against the
proceeds of the offering. Direct costs incurred for the offering of senior
discount notes were deferred and are being amortized over the term of the
related debt.

(f) Income Taxes

Because the Predecessor Company was a nontaxable entity, operating results
prior to January 7, 1999 were included in the income tax returns of its
members. Therefore, the accompanying consolidated financial statements do not
include any provision for income tax benefit for the years ended December 31,
1996, 1997 and 1998 or any deferred income taxes on any temporary differences
in asset bases as of December 31, 1997 and 1998.

As of January 7, 1999, the Company accounts for income taxes in accordance
with Statement of Financial Accounting Standards No. 109, which requires the
use of the asset and liability method in accounting for deferred taxes.

(g) Use of Estimates

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. A significant estimate impacting the preparation of the
consolidated financial statements is the estimated useful life of FCC licensing
costs. Actual results could differ from those estimates.

(h) Net Loss Per Common Share

The Company computes net loss per common share in accordance with SFAS No.
128, "Earnings per Share" and SEC Staff Accounting Bulletin No. 98 ("SAB 98").
Under the provisions of

F-10
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

SFAS No. 128 and SAB 98, basic and diluted net loss per common share is
computed by dividing the net loss available to common shareholders for the
period by the weighted average number of shares of all classes of common stock
outstanding during the period. For purposes of this calculation, common stock
was assumed to be outstanding as of January 1, 1999. In accordance with SFAS
No. 128, no conversion of preferred shares has been assumed in the calculation
of diluted loss per share since the effect would be antidilutive. Accordingly,
the number of weighted average shares outstanding as well as the amount of net
loss per share are the same for basic and diluted per share calculations. Net
loss per common share has not been reflected in the accompanying financial
statements for periods prior to 1999 because the Predecessor Companies were
limited liability corporations and did not have the existing capital structure.

As of September 30, 1999, the calculation of historical loss per share
excludes the antidilutive impact of 184,233 shares of Series C Preferred Stock
and 46,374 shares of Series D Preferred Stock.

(i) Stock Split

On November 19, 1999, the board of directors approved a 400-for-1 stock
split for Class A, Class B, Class C and Class D common stock effective
immediately prior to the initial public offering. All common stock share data
have been retroactively adjusted to reflect this change.

(j) Recently Issued Accounting Standards

In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information ("FAS
131"). FAS 131 requires that a public business enterprise report financial and
descriptive information about its reportable operating segments. The statement
defines operating segments as components of enterprises about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing
performance. The Company adopted SFAS 131 and determined that there are no
separate reportable segments, as defined by the standard.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS
133 establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. SFAS 133 will significantly change the
accounting treatment of derivative instruments and, depending upon the
underlying risk management strategy, these accounting changes could affect
future earnings, assets, liabilities, and shareholders' equity. The Company is
closely monitoring the deliberations of the FASB's derivative implementation
task force. With the issuance of SFAS No. 137, Accounting for Derivative
Instruments and Hedging Activities--Deferral of the Effective Date of FASB
Statement No. 133, which delayed the effective date of SFAS 133, the Company
will be required to adopt SFAS 133 on January 1, 2001. Presently, the Company
has not yet quantified the impact that the adoption will have on its
consolidated financial statements.

F-11
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

(k) Interim Financial Statements

The unaudited condensed consolidated financial statements of the Company as
of September 30, 1999 and for the nine-month periods ended September 30, 1998
and 1999 have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements presented in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of management, the
condensed consolidated interim financial statements include all adjustments,
consisting of normal recurring items, necessary to fairly present the results
of operations, financial position and cash flows for the periods presented. The
results of operations for an interim period are not necessarily indicative of
the results of operations that may be expected for the complete fiscal year.

(2) Liquidity

As reflected in the accompanying consolidated financial statements, the
Company is a development stage company because it has only commenced limited
commercial PCS operations. The Company is expected to incur significant
expenses in advance of generating revenues and to realize significant operating
losses in its initial stages of operations. The buildout of the Company's PCS
network and the marketing and distribution of the Company's PCS products and
services will require substantial equity and/or debt and there can be no
assurance that the Company will be able to raise sufficient capital for such
purposes.

The planned high level of indebtedness could have a material adverse effect
on the Company, including the effect of such indebtedness on: (i) the Company's
ability to fund internally, or obtain additional debt or equity financing in
the future for capital expenditures, working capital, debt service
requirements, operating losses, acquisitions and other purposes; (ii) the
Company's ability to dedicate funds for the wireless network buildout,
operations or other purposes, due to the need to dedicate a substantial portion
of operating cash flow to fund interest payments; (iii) the Company's
flexibility in planning for, or reacting to, changes in its business and market
conditions; (iv) the Company's ability to compete with less highly leveraged
competitors; and (v) the Company's financial vulnerability in the event of a
downturn in its business or the economy.

As mentioned above, the Company entered into certain transactions in
January 1999 to fund a significant portion of the planned operating losses and
network buildout costs. Management of the Company believes that those
transactions will provide adequate funding for the planned expenditures in the
initial operations and buildout of the network. During May 1999, the Company
obtained high yield debt in amounts necessary to cover additional planned cash
needs. There can be no assurance that such funds will be adequate to complete
the buildout of the Company's PCS network. Under those circumstances, the
Company could be required to change its plans relating to the buildout of the
network.

(3) Restricted Cash

On March 31, 1999, the Company entered into a deposit agreement with
Toronto Dominion (Texas), Inc., as administrative agent, on behalf of the
depository bank and the banks and other financial institutions who are a party
to the bank facility described in Note 20. Under the terms of the

F-12
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

agreement, the Company has placed on deposit $7,387,000 at September 30, 1999
with the depository bank, which will be used for the payment of interest and/or
commitment fees due under the bank facility.

(4) Property and Equipment

Major categories of property and equipment are as follows:

<TABLE>
<CAPTION>
December
31,
------------ September 30,
1997 1998 1999
---- ------ -------------
(unaudited)
(dollars in thousands)
<S> <C> <C> <C>
Furniture and fixtures......................... $17 1,779 8,692
Network construction and development........... -- 11,416 110,988
Leasehold improvements......................... -- 728 9,190
--- ------ -------
17 13,923 128,870
Less accumulated depreciation.................. (4) (107) (1,557)
Deposits on equipment.......................... -- -- 4,762
--- ------ -------
$13 13,816 132,075
=== ====== =======
</TABLE>

(5) FCC Licensing Costs

The Predecessor Company bid successfully for C-Block licenses with an
aggregate license fee of $70,989,000 (such amount is net of a 25% small
business discount) and such licenses were granted to the Predecessor Company
during 1996. The Predecessor Company also bid successfully for D-, E- and F-
Block licenses with an aggregate license fee of $35,727,000 (such amount is net
of a 25% small business discount) and such licenses were granted to the
Predecessor Company during 1997.

The FCC provided below market rate financing for a portion of the bid price
of the C- and F-Block licenses. Based on the Company's estimates of borrowing
costs for similar debt, the Company discounted the face amount of the debt to
yield a market rate and such discount was applied to reduce the carrying amount
of the licenses and the debt. Accordingly, the licenses acquired during the
years ended December 31, 1996 and 1997 were recorded at $59,799,000 and
$30,676,000, respectively.

During the years ended December 31, 1996, 1997 and 1998, the Company
capitalized interest of $3,358,000, $7,214,000 and $10,519,000, respectively,
relating to FCC debt. During the years ended December 31, 1996 and 1997, the
Company incurred direct costs of $72,000 and $6,000, respectively, to obtain
the licenses. The Company did not incur any costs to obtain licenses during
1998.

During July 1998, the Company took advantage of a reconsideration order by
the FCC allowing companies holding C-Block PCS licenses several options to
restructure their license holdings and associated obligations. The Company
elected the disaggregation option and returned one-half of the broadcast
spectrum originally acquired for each of the C-Block license areas. As a
result, the Company reduced the carrying amount of the related licenses by one-
half, or $35,442,000, and

F-13
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

reduced the discounted debt and accrued interest due to the FCC by $33,028,000.
As a result of the disaggregation election, the Company recognized an
extraordinary loss of approximately $2,414,000.

As mentioned above and in Note 19, AT&T Wireless contributed certain A-and
B-Block PCS licenses to the Company on January 7, 1999 as part of a purchase
business combination. The Company recorded such licenses at $126,672,000 plus
$635,000 related allocated costs of the acquisition. Also, in the acquisition
of Central Alabama Partnership, LP 132, the Company acquired licenses with an
estimated fair value of $9,284,000, exclusive of $6,072,000 of debt to the FCC.

Additionally, in connection with the transactions which the Company closed
on January 7, 1999, licenses with a carrying amount, including capitalized
interest and costs, totaling $21,874,000 were retained by the Predecessor
Company (see Note 14). The assets and liabilities retained by the Predecessor
Company have been reflected in these financial statements as a distribution to
the Predecessor Company.

Each of the Company's licenses is subject to an FCC requirement that the
Company construct wireless network facilities offering coverage to certain
percentages of the population within certain time periods following the grant
of such licenses. Failure to comply with these requirements could result in the
revocation of the related licenses or the imposition of fines on the Company by
the FCC.

(6) Note Receivable

On March 1, 1999, the Company entered into agreements with AT&T Wireless,
Lafayette Communications Company L.L.C. ("Lafayette") and ABC Wireless L.L.C.
("ABC") whereby the Company, AT&T Wireless and Lafayette would lend $29,500,000
to ABC to fund its participation in the re-auction of FCC licenses that were
returned to the FCC by various companies under the July 1998 reconsideration
order. The Company's portion of this loan was $7,500,000 and was recorded as a
note receivable at September 30, 1999. Subsequent to closing of the agreements,
ABC was the successful bidder for licenses covering the Tritel markets with an
aggregate purchase price of $7,789,000. The Company has agreed to purchase
these licenses for $7,789,000 and expects to consummate that purchase during
1999. Under the agreement, it will apply its $7,500,000 loan, together with
additional cash of $289,000, to pay the purchase price. If the licenses are not
purchased by March 1, 2004, the note will mature on that date. The note accrues
interest at 16% per year. There are no required payments of principal or
interest on the note until maturity. The note is secured by all assets of ABC,
including, if permitted by the FCC, the FCC licenses awarded in the re-auction,
and ranks pari passu with the notes to AT&T Wireless and Lafayette.

(7) Notes Payable

At December 31, 1997, the Company had $5,000,000 payable under a
$15,000,000 loan agreement with a supplier. During 1998, this loan agreement
was increased to $28,500,000 and was replaced by a loan agreement with a
different supplier. The outstanding loan balance at December 31, 1998 was
$22,100,000. The loan agreement was secured by a pledge of the membership
equity interests of certain members of Predecessor Company management and the
interest rate was 9%. Amounts outstanding under this loan agreement were repaid
in January 1999 when certain private investors invested cash in the Company in
exchange for convertible preferred stock.

F-14
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

At December 31, 1998, the Predecessor Company has available a $1,000,000
line of credit with a commercial bank, expiring July 27, 1999 bearing interest
at the bank's prime rate of interest plus 1% at December 31, 1998. The amount
outstanding on the line of credit was $305,000 at December 31, 1998. This line
of credit relates specifically to licenses that were retained by the
Predecessor Company (see Note 14) and therefore the line was retained by the
Predecessor Company.

(8) FCC Debt

The FCC provided below market rate financing for 90% of the bid price of
the C-Block PCS licenses and 80% of the bid price of the F-Block PCS licenses.
Such FCC debt is secured by all of the Company's rights and interest in the
licenses financed.

The debt incurred in September 1996 by the Company for the purchase of the
C-Block PCS licenses totaled $63,890,000 (undiscounted). The debt bears
interest at 7%; however, based on the Company's estimate of borrowing costs for
similar debt, a rate of 10% was used to determine the debt's discounted present
value of $52,700,000. As discussed in Note 5, the Company elected to
disaggregate and return one-half of the broadcast spectrum of the C-block
licenses. The FCC permitted such spectrum to be returned effective as of the
original purchase. As a result, the Company reduced the discounted debt due to
the FCC for such licenses by $27,410,000.

F-Block licenses were granted in August and November of 1997. The debt
incurred by the Company for the purchase of such licenses totaled $15,492,000
(undiscounted) in August 1997 and $12,675,000 (undiscounted) in November 1997.
The debt bears interest at 6.125%, however; based on the Company's estimate of
borrowing costs for similar debt, a rate of 10% was used to determine the
debt's discounted present value of $12,700,000 and $10,416,000 respectively.

In the acquisition of Central Alabama Partnership, LP 132 on January 7,
1999, the Company assumed debt of $6,072,000 payable to the FCC for the
licenses acquired.

Additionally, as described in Notes 5 and 14, certain licenses and the
related FCC debt for those licenses were retained by the Predecessor Company.
The discounted carrying amount of the debt for the licenses retained by the
Predecessor Company was $15,889,000.

As of December 31, 1998 and September 30, 1999, the following is a schedule
of future minimum principal payments of the Company's FCC debt due within five
years and thereafter:

<TABLE>
<CAPTION>
December 31, 1998
----------------------
(dollars in thousands)

<S> <C>
December 31, 1999... $ --
December 31, 2000... 2,494
December 31, 2001... 2,975
December 31, 2002... 3,162
December 31, 2003... 10,535
Thereafter.......... 40,946
-------
60,112
Less unamortized
discount........... (8,513)
-------
Total............. $51,599
=======
</TABLE>
<TABLE>
<CAPTION>
September 30, 1999
----------------------
(unaudited)
(dollars in thousands)
<S> <C>
September 30, 2000.. $ 681
September 30, 2001.. 989
September 30, 2002.. 1,051
September 30, 2003.. 7,465
September 30, 2004.. 10,182
Thereafter.......... 27,107
-------
47,475
(5,809)
-------
$41,666
=======
</TABLE>

F-15
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

All the scheduled interest payments on the FCC debt were suspended for the
period from January 1997 through March 1998 by the FCC. Payments of such
suspended interest resumed in July 1998 with the total suspended interest due
in eight quarterly payments.

Interest accruing after March 1998 (the date interest resumed after the
interest suspension) on all FCC debt is required to be paid in quarterly
payments with the first payment due in July 1998. As of September 30, 1999, the
Company's suspended interest will be due in quarterly payments of $135,000
through April 30, 2000. The Company is required to make quarterly principal and
interest payments on the FCC debt as follows:
<TABLE>
<CAPTION>
Payments Quarterly Payment
Begin Payments End Amount
------------ ------------- ----------------------
(unaudited)
(dollars in thousands)
<S> <C> <C> <C>
C Block licenses............ January 2003 October 2006 $2,306
F Block licenses issued in
August 1997................ January 2000 October 2007 340
F Block licenses issued in
November 1997.............. April 2000 December 2007 36
Licenses acquired with
Central Alabama
acquisition................ January 2003 October 2006 438
</TABLE>

(9) Note Payable to Related Parties

In March 1997, the Predecessor Company entered into a loan agreement for a
$5,700,000 long-term note payable to Southern Farm Bureau Life Insurance
Company ("SFBLIC"). SFBLIC is a member of Mercury Southern, LLC, which was a
member of the Predecessor Company, and subsequently became an investor in the
Company. This note was secured by a pledge of the membership equity interests
of certain members of Predecessor Company management and interest accrued
annually at 10% on the anniversary date of the note. At December 31, 1998, the
balance of the note was $6,270,000 as a result of the capitalization of the
first year's interest. The indebtedness under the note was convertible into
equity at the face amount at any time at the option of SFBLIC, subject to FCC
equity ownership limitations applicable to entrepreneurial block license
holders. The Predecessor Company and SFBLIC subsequently negotiated a revised
arrangement under which the amount due of $6,270,000 plus accrued interest of
$476,000 was not paid but instead was converted into $8,976,000 of members'
equity in the Predecessor Company on January 7, 1999. The $2,230,000 preferred
return to the investor was accounted for as a financing cost during the period
ended September 30, 1999. The interest accrued at the contractual rate was
capitalized during the accrual period.

Subsequent to the conversion of debt into members' equity and as described
in Note 1(a), the Predecessor Company transferred certain assets and
liabilities to Tritel in exchange for preferred stock in Tritel.

(10) Stockholders' Equity

The Predecessor Companies were organized as limited liability corporations
(LLC) and as such had no outstanding stock. Owners (members) actually held a
membership interest in the LLC. As a result, the investment of those members in
the Predecessor Companies is reflected as contributed capital--Predecessor
Company in the accompanying balance sheet.

On January 7, 1999, the Company issued stock to the Predecessor Company as
well as other parties as described herein.

F-16
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

Preferred Stock

Following is a summary of the preferred stock of the Company, giving effect
to the amendment to the Company's Restated Certificate of Incorporation to be
filed prior to the closing of the initial public offering:

3,100,000 shares of authorized preferred stock, par value $.01 per share
(the "Preferred Stock"), 1,100,000 of which have been designated as follows:

. 200,000 shares designated "Series A Convertible Preferred Stock" (the
"Series A Preferred Stock"), 10% redeemable convertible, $1,000 stated
and liquidation value (See Note 22);
. 300,000 shares designated "Series B Preferred Stock" (the "Series B
Preferred Stock"), 10% cumulative, $1,000 stated and liquidation value
(See Note 22);
. 500,000 shares designated "Series C Convertible Preferred Stock" (the
"Series C Preferred Stock"), 6.5% cumulative convertible, $1,000
stated and liquidation value;
. 100,000 shares designated "Series D Convertible Preferred Stock" (the
"Series D Preferred Stock"), 6.5% cumulative convertible, $1,000
stated and liquidation value; and
. 2,000,000 shares of undesignated preferred stock.

Series C Preferred Stock

The Series C Preferred Stock (1) ranks junior to the Series A Preferred
Stock and the Series B Preferred Stock with respect to dividend rights and
rights on liquidation, dissolution or winding up, (2) ranks junior to the
Series D Preferred Stock with respect to rights on a statutory liquidation, (3)
ranks on a parity basis with the Series D Preferred Stock with respect to
rights on liquidation, dissolution or winding up, except a statutory
liquidation, (4) ranks on a parity basis with Series D Preferred Stock and
Common Stock with respect to dividend rights, and (5) ranks senior to the
Common Stock and any other series or class of the Company's common or preferred
stock, now or hereafter authorized, other than Series A Preferred Stock, Series
B Preferred Stock or Series D Preferred Stock, with respect to rights on
liquidation, dissolution and winding up.

The holders of Series C Preferred Stock are entitled to dividends in cash
or property when, as and if declared by the Board of Directors of Tritel. Upon
any liquidation, dissolution or winding up of Tritel, the holders of Series C
Preferred Stock are entitled to receive, after payment to any stock ranking
senior to the Series C Preferred Stock, a liquidation preference equal to (1)
the quotient of the aggregate paid-in-capital of all Series C Preferred Stock
held by a stockholder divided by the total number of shares of Series C
Preferred Stock held by that stockholder plus (2) declared but unpaid dividends
on the Series C Preferred Stock, if any, plus (3) an amount equal to interest
on the invested amount at the rate of 6 1/2% per annum, compounded quarterly.
The holders of the Series C Preferred Stock have the right at any time to
convert each share of Series C Preferred Stock, and upon an initial public
offering meeting certain conditions (the "IPO Date"), each share of Series C
Preferred Stock will automatically convert, into shares of Class A Common Stock
of and, under certain circumstances, shares of Class D Common Stock. The number
of shares the holder will receive upon conversion will be determined by
dividing the aforementioned liquidation preference by the conversion price in
effect at the time of conversion. The conversion price currently in effect is
$2.50. On all matters to be submitted to the stockholders of Tritel, the
holders of Series C Preferred Stock shall have the right to vote on an as-
converted basis as a single class with the holders of the Common Stock.
Additionally, the affirmative vote of the holders of a majority of the Series C

F-17
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

Preferred Stock is required to approve certain matters. The Series C Preferred
Stock is not redeemable.

The Company issued 18,262 shares of Series C Preferred Stock with a stated
value of $18,262,000 to the Predecessor Company on January 7, 1999 in exchange
for certain of its assets, liabilities and continuing operations. The stock was
recorded at the historical cost of the assets and liabilities acquired from the
Predecessor Company since, for accounting purposes, this transaction was
accounted for as a reorganization of the Predecessor Company into a C
corporation and a name change to Tritel.

The Company also issued 14,130 shares of Series C Preferred Stock with a
stated value of $14,130,000 to the Predecessor Company on January 7, 1999 in
exchange for cash of $14,130,000. In the same transaction, the Company also
issued 149,239 shares of Series C Preferred Stock with a stated value of
$149,239,000 to investors on January 7, 1999 in exchange for cash and
subscriptions receivable. The stock was recorded at its stated value and the
costs associated with this transaction have been offset against equity.

Additionally, the Company issued 2,602 shares of Series C Preferred Stock
with a stated value of $2,602,000 to Central Alabama Partnership, LP 132 on
January 7, 1999 in exchange for its net assets. The stock was recorded at its
stated value and the assets and liabilities were recorded at estimated fair
values.

Series D Preferred Stock

The Series D Preferred Stock (1) ranks junior to the Series A Preferred
Stock and the Series B Preferred Stock with respect to dividend rights and
rights on liquidation, dissolution or winding up, (2) ranks senior to the
Series C Preferred Stock with respect to rights on a statutory liquidation, (3)
ranks on a parity basis with Series C Preferred Stock with respect to rights on
liquidation, dissolution and winding up, except a statutory liquidation, (4)
ranks on a parity basis with Series C Preferred Stock and Common Stock with
respect to dividend rights, and (5) ranks senior to the Common Stock and any
other series or class of Tritel's common or preferred stock, now or hereafter
authorized, other than Series A Preferred Stock, Series B Preferred Stock or
Series C Preferred Stock, with respect to rights on liquidation, dissolution
and winding up. Subject to the preceding sentence, the Series D Preferred Stock
is identical in all respects to the Series C Preferred Stock, except:

. the Series D Preferred Stock is convertible into an equivalent number
of shares of Series C Preferred Stock at any time;

. the liquidation preference for Series D Preferred Stock equals $1,000
per share plus declared but unpaid dividends plus an amount equal to
interest on $1,000 at the rate of 6 1/2% per annum, compounded
quarterly, from the date of issuance of such share to and including
the date of the payment;

. the holders of Series D Preferred Stock do not have any voting rights,
other than those required by law or in certain circumstances; and

. shares of Series D Preferred Stock are not automatically convertible
upon an initial public offering of the Company's stock, but will be
renamed as "Senior Common Stock" on such date.

The Company issued 46,374 shares of Series D Preferred Stock with a stated
value of $46,374,000 to AT&T Wireless on January 7, 1999.

F-18
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

Common Stock

Following is a summary of the common stock of the Company, giving effect to
the amendment to the Company's Restated Certificate of Incorporation to be
filed prior to the closing of the initial public offering:

1,016,000,009 shares of common stock, par value $.01 per share (the "Common
Stock"), which have been designated as follows:

. 500,000,000 shares designated "Class A Voting Common Stock" (the
"Class A Common Stock"),
. 500,000,000 shares designated "Class B Non-Voting Common Stock" (the
"Class B Common Stock"),
. 4,000,000 shares designated "Class C Common Stock" (the "Class C
Common Stock"),
. 12,000,000 shares designated "Class D Common Stock" (the "Class D
Common Stock") and
. nine shares designated "Voting Preference Common Stock" (the "Voting
Preference Common Stock")

The Common Stock of Tritel is divided into two groups, the "Non-Tracked Common
Stock," which is comprised of the Class A Common Stock, the Class B Common
Stock and the Voting Preference Common Stock, and the "Tracked Common Stock,"
which is comprised of the Class C Common Stock and Class D Common Stock. Each
share of Common Stock is identical, and entitles the holder thereof to the same
rights, powers and privileges of stockholders under Delaware law, except:

. dividends on the Tracked Common Stock track the assets and liabilities
of Tritel C/F Holding Corp., a subsidiary of Tritel;
. rights on liquidation, dissolution or winding up of Tritel of the
Tracked Common Stock track the assets and liabilities of Tritel C/F
Holding Corp.;
. the Class A Common Stock, together with the Series C Preferred Stock,
has 4,990,000 votes, the Class B Common Stock has no votes, the Class
C Common Stock has no votes, the Class D Common Stock has no votes and
the Voting Preference Common Stock has 5,010,000 votes, except that in
any matter requiring a separate class vote of any class of Common
Stock or a separate vote of two or more classes of Common Stock voting
together as a single class, for the purposes of such a class vote,
each share of Common Stock of such classes will be entitled to one
vote per share;
. in the event the FCC indicates that the Class A Common Stock and the
Voting Preference Stock (1) may be voted as a single class on all
matters, (2) may be treated as a single class for all quorum
requirements and (3) may have one vote per share, then, absent action
by the Board of Directors and upon an affirmative vote of 66 2/3% or
more of the Class A Common Stock, Tritel must seek consent from the
FCC to permit the Class A Common Stock and the Voting Preference
Common Stock to vote and act as a single class in the manner described
above;
. the holders of shares of Class B Common Stock shall be entitled to
vote as a separate class on any amendment, repeal or modification of
any provision of the restated certificate of Incorporation that
adversely affects the powers, preferences or special rights of the
holders of the Class B Common Stock;
. each share of Class B Common Stock may be converted, at any time at
the holder's option, into one share of Class A Common Stock;

F-19
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

. each share of Class A Common Stock may be converted, at any time at
the holder's option, into one share of Class B Common Stock; and

. in the event the FCC indicates that it will permit the conversion of
Tracked Common Stock into either Class A Common Stock or Class B
Common Stock, then, absent action by the Board of Directors and upon
an affirmative vote of 66 2/3% or more of the Class A Common Stock,
such conversion will be allowed by Tritel at the option of the holders
of the Tracked Common Stock.

During 1999, the Company has issued 13,502,124 shares of Class A Common Stock,
2,070,672 shares of Class C Common Stock and nine shares of Voting Preference
Common Stock (of which three shares have been returned to the Company) to
certain members of management of the Company for $0.01 per share. The Class A
and Class C common stock issued to management are restricted shares subject to
repurchase agreements which require the holders to sell to the Company at a
$0.01 repurchase price per share, the number of shares that would be equal to
$2.50 per share on specified "Trigger Dates" including a change of control,
termination of employment, or the later of an initial public offering or the
seventh anniversary of the agreement. On the "Trigger Date", the holders must
sell to the Company the number of shares necessary, based on the then current
fair value of the stock, to reduce the number of shares of stock held by an
amount equal to the number of shares then held by the holder times $2.50 per
share (in essence, requiring the holders to pay $2.50 per share for their
shares of stock). Also, in the event the Company does not meet certain
performance measurements, certain members of management will be required to
sell to the Company a fixed number of shares at $0.01 per share.

At January 7, 1999 management determined the stock because of the terms of
the stock repurchase agreement to have a nominal value; therefore, no amounts
have been assigned to common stock in the accompanying balance sheet and no
amounts have been amortized into compensation expense for such shares. Based on
the terms of the repurchase agreement, this plan is being accounted for as a
variable stock plan. Accordingly, the Company will record any increase in value
above $2.50 as compensation expense over the vesting period. The stock vests at
varying rates generally over a five year period including completion of certain
minimum network buildout plans. At September 30, 1999, there was no material
impact on pro forma net loss from applying the fair value method in SFAS No.
123, "Accounting for Stock-Based Compensation."

The Company has filed a registration statement on Form S-1 for an initial
public offering and a concurrent offering to certain of its existing
stockholders. Assuming the Company completes its initial public offering of
Class A common stock at a price of $18.00 per share (the midpoint of the
expected price range), the Company will record non-cash compensation expense of
approximately $108,941,000 in December 1999 relating to the earned portion of
the stock issued to management. Also, assuming the Company's Class A common
stock continues to have a fair value of $18.00 per share, the Company will
record additional non-cash compensation expense for the period from 2000
through 2004 of approximately $82,674,000. Any increase or decrease in fair
value, above or below $18.00 per share, for the Class A common stock under
these arrangements would result in non-cash compensation expense for the period
from 2000 through 2006 in amounts greater than or less than the above amounts.

In conjunction with the Company's agreement with Mr. Sullivan (see Note
16), the Company agreed to repurchase 1,276,000 shares of the officer's stock
at $0.01 per share and allow the officer to become fully vested in his
remaining 1,800,000 shares without restriction or repurchase rights. As a
result, the Company recorded $4.5 million as compensation expense and
additional paid in capital. Such amount represents the fair value of the stock
without restrictions or repurchase rights.

F-20
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

(11) Income Taxes

On January 7, 1999 the Company recorded a deferred tax liability of
$55,100,000 primarily related to the difference in asset bases on the assets
acquired from AT&T Wireless.

Because the Predecessor Company was a nontaxable entity, the results
presented below relate solely to the nine-month period ended September 30,
1999. Components of income tax benefit for the nine-month period ended
September 30, 1999 are as follows:
<TABLE>
<CAPTION>
Nine months ended
September 30, 1999
-------------------------
Current Deferred Total
------- -------- -------
(unaudited)
(dollars in thousands)
<S> <C> <C> <C>
Federal............................................ $-- (11,858) (11,858)
State.............................................. -- (1,780) (1,780)
---- ------- -------
$-- (13,638) (13,638)
==== ======= =======
</TABLE>

Actual tax expense differs from the "expected" tax benefit using the
federal corporate rate of 35% as follows:

<TABLE>
<CAPTION>
September 30,
1999
----------------------
(unaudited)
(dollars in thousands)
<S> <C>
Computed "expected" tax benefit..................... $(14,838)
Reduction (increase) resulting from:
State income taxes, net of federal income tax
benefit.......................................... (1,378)
Nontaxable loss of Predecessor Company............ 954
Nondeductible compensation related expense........ 1,624
--------
$(13,638)
========
</TABLE>

The tax effects of temporary differences that give rise to significant
portions of the deferred tax liability at September 30, 1999 are as follows:
<TABLE>
<CAPTION>
September 30,
1999
----------------------
(unaudited)
(dollars in thousands)
<S> <C>
Deferred tax assets:
Net operating loss carryforward................... $ 6,848
Tax basis of capitalized start-up costs in excess
of book basis.................................... 17,136
Discount accretion in excess of tax basis......... 3,769
Other............................................. 74
-------
Total gross deferred tax assets................. 27,827
-------
Deferred tax liabilities:
Intangible assets book basis in excess of tax
basis............................................ 23,571
FCC licenses book basis in excess of tax basis.... 31,944
Capitalized interest book basis in excess of tax
basis............................................ 10,578
Discount accretion book basis in excess of tax
basis............................................ 2,222
Other............................................. 22
-------
Total gross deferred tax liabilities............ 68,337
-------
Net deferred tax liability...................... $40,510
=======
</TABLE>

At September 30, 1999, the Company has net operating loss carryforwards for
federal income tax purposes of $17,903,000 which are available to offset future
federal taxable income, if any, through 2019.

F-21
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

There was no valuation allowance for the gross deferred tax asset at
September 30, 1999, principally due to the existence of a deferred tax
liability which was recorded upon the closing of the AT&T Wireless transaction
on January 7, 1999. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the period in
which those temporary differences become deductible. Management considered the
scheduled reversal of deferred tax liabilities in making this assessment. Based
upon anticipated future taxable income over the periods in which the deferred
tax assets are realizable, management believes it is more likely than not the
Company will realize the benefits of these deferred tax assets.

(12) Fair Value of Financial Instruments

The following disclosure of the estimated fair value of financial
instruments is made pursuant to SFAS No. 107, Disclosures About Fair Value of
Financial Instruments. Fair value estimates are subject to inherent
limitations. Estimates of fair value are made at a specific point in time,
based on relevant market information and information about the financial
instrument. The estimated fair values of financial instruments are not
necessarily indicative of amounts the Company might realize in actual market
transactions. Estimates of fair value are subjective in nature and involve
uncertainties and matters of significant judgment and therefore cannot be
determined with precision. Changes in assumptions could significantly affect
the estimates.

Note receivable: The carrying amount of note receivable is believed to
approximate fair value due to the imminent conversion of the principal
amount as described in Note 6.

Notes payable: The carrying amount of notes payable is believed to
approximate fair value due to the current nature of the liabilities.

Long-term debt: The carrying amount of long-term debt is believed to
approximate fair value because such debt was discounted to reflect a
market interest rate at inception and such discount is believed to be
approximate for valuation of this debt.

(13) Related Party Transactions

During 1995, the Predecessor Company had a notes payable agreement with
Mercury Southern, LLC, a member of the Predecessor Company, whereby Mercury
Southern, LLC loaned the Predecessor Company $3,000,000. During 1995, 1996 and
1997, the notes payable converted to members' equity at the face amount of the
principal. As of December 31, 1997, this note was fully converted to members'
equity.

During 1996, the Predecessor Company had an agreement with Mercury
Southern, LLC under which it paid a management fee to Mercury Southern, LLC.
Management fees were $40,000 per month prior to the PCS auctions and,
thereafter, were three cents per month for each person living in a market
(Pops) for which the Company had purchased a PCS license. The population in
each market was determined in accordance with ordinary estimates and methods
used in the telecommunication industry. Total expenses under this management
agreement for 1996 were $730,000. This management agreement terminated at the
end of 1996.

During 1997 and 1998, the Company reimbursed MSM, Inc. ("MSM"), a company
owned by members of the Company's management, for actual expenses to cover the
salaries and employee benefits of MSM employees who were providing services
almost exclusively to the Company. The

F-22
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

Company reimbursed MSM $1,312,000 and $3,709,000 for such expenses in 1997 and
1998, respectively. On January 7, 1999, after consummation of the transactions
described herein, the employees of MSM who were providing services to the
Company became employees of the Company.

Further, MSM sometimes paid invoices on behalf of the Company for expenses
directly attributable to the Company and was reimbursed from the Company for
such expenditures. For expenses shared by both MSM and the Company, MSM paid
the expenses and allocated a portion to the Company. The Company reimbursed MSM
$144,000 in 1996, $248,000 in 1997 and $325,000 in 1998 for such costs incurred
on the Company's behalf.

During April 1997, the Company advanced $249,000 on behalf of MSM to repay
a loan MSM had incurred from a third party. The balance due from MSM on this
advance was $247,000 at December 31, 1997 and 1998 and at September 30, 1999.

Also, Mercury Wireless Management, Inc. ("MWM"), a company owned by members
of the Company's management, reimburses the Company for expenses relating to
services performed by the Company's employees on behalf of MWM. Such amounts
totaled $17,000 for 1997 and $11,000 for 1998 and were included in amounts due
from affiliates at December 31, 1997 and 1998. The Company has also entered
into various leases to co-locate its equipment on certain towers managed by
MWM.

In 1999, Tritel entered into a management agreement with Tritel Management,
LLC, a company owned by members of the Company's management, under which Tritel
Management, LLC is responsible for the design and construction of the network
and operation of the Company, subject to the Company's control. The Company
will pay Tritel Management, LLC a fee of $10,000 annually for five years under
the terms of the agreement.

On January 7, 1999, the Company entered into a secured promissory note
agreement under which it agreed to lend up to $2,500,000 to the Predecessor
Company. Interest on advances under the loan agreement is 10% per year. The
interest will compound annually and interest and principal are due at maturity
of the note. The note is secured by the Predecessor Company's ownership
interest in the Company. Any proceeds from the sales of licenses by the
Predecessor Company, net of the repayment of any FCC debt, are required to be
applied to the note balance. If the note has not been repaid within five years,
it will be repaid through a reduction of the Predecessor Company's interest in
the Company based on a valuation of the Company's stock at that time.

Additional related party transactions are described in note 9.

(14) Assets and Liabilities Retained by Predecessor Company

Certain assets and liabilities, with carrying amounts of $22,070,000 and
$17,367,000, respectively, principally for certain FCC licenses and related FCC
debt, which were retained by the Predecessor Company have been reflected in
these financial statements as a distribution to the Predecessor Company. The
Predecessor Company is holding such assets and liabilities but is not currently
developing the PCS markets. Of the assets retained by the Predecessor Company,
Tritel was granted an option to acquire certain PCS licenses for Series C
Preferred Stock with a face value of approximately $3,000,000 and assumption of
the related FCC debt of approximately $12,000,000. During May 1999, Tritel
notified the Predecessor Company of its intent to exercise this option. Such

F-23
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

licenses will be transferred to Tritel after approval by the FCC. Tritel has
committed to grant an option to AT&T Wireless or its designee for the purchase
of such licenses.

(15) Leases

The Company leases office space, equipment, and co-location tower space
under noncancelable operating leases. Expense under operating leases was $3,000
and $334,000 for 1997 and 1998, respectively and was $74,000 and $3,754,000 for
the nine month periods ended September 30, 1998 and 1999. Management expects
that in the normal course of business these leases will be renewed or replaced
by similar leases. The leases extend through 2008.

Future minimum lease payments under these leases at December 31, 1998 are
as follows:

<TABLE>
<CAPTION>
(dollars in thousands)
----------------------
<S> <C>
1999.............................................. $1,134
2000.............................................. 864
2001.............................................. 742
2002.............................................. 708
2003.............................................. 582
Thereafter........................................ 135
------
$4,165
======
</TABLE>

(16) Commitments and Contingencies

Effective September 1, 1999, Tritel, Inc. and Jerry M. Sullivan entered
into an agreement to redefine Mr. Sullivan's relationship with Tritel, Inc. and
its subsidiaries. Mr. Sullivan has resigned as an officer and a director of
Tritel, Inc. and all of its subsidiaries. Mr. Sullivan will retain the title
Executive Vice President of Tritel, Inc. through December 31, 2001; however,
under the agreement, he is not permitted to represent the Company nor will he
perform any functions for Tritel, Inc. As part of the agreement, Mr. Sullivan
will also receive an annual salary of $225,000 and an annual bonus of $112,500
through December 31, 2002. Mr. Sullivan will be fully vested in 1.8 million
shares of Class A Common Stock and will return all other shares held by him,
including his Voting Preference Common Stock to Tritel, Inc. Accordingly, the
Company has recorded $5.8 million in additional compensation expense in the
nine-month period ended September 30, 1999. The $5.8 million was determined
pursuant to the settlement of Mr. Sullivan's employment relationship with the
Company and includes $4.5 million for the grant of additional stock rights,
$225,000 annual salary and $112,500 annual bonus through December 31, 2002, and
other related amounts.

Mr. Sullivan had served as Director, Executive Vice President and Chief
Operating Officer of Tritel, Inc. since 1993. The foregoing agreements
supersede the employment relationship between Tritel, Inc. and Mr. Sullivan
defined by the Management Agreement and Mr. Sullivan's employment agreement.

In December 1998, the Company entered into an acquisition agreement with an
equipment vendor whereby the Company agreed to purchase a minimum of
$300,000,000 of equipment, software and certain engineering services over a
five-year period in connection with the construction of its wireless
telecommunications network. The Company agreed that the equipment vendor would
be the exclusive provider of such equipment during the term of the agreement.
As part of this

F-24
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

agreement, the vendor advanced $15,000,000 to the Company at the closing of the
transactions described herein. The $15,000,000 deferred credit will be
accounted for as a reduction in the cost of the equipment as the equipment is
purchased.

During November 1996, High Plains Wireless, L.P. filed a protest with the
FCC against the Predecessor Company alleging, among other things, that through
the use of trailing numbers (i.e., the last three digits) in its bids, the
Predecessor Company was signaling market preferences and other information to
other bidders in violation of FCC rules. While the FCC was investigating this
specific claim, it issued all but nine of the D-, E- and F-Block licenses
awarded to the Predecessor Company in the January 1997 auctions. Subsequently,
the FCC issued the remaining nine licenses to the Predecessor Company in
November 1997 and assessed the Predecessor Company a $650,000 fine for apparent
violations of FCC bidding rules in connection with the Predecessor Company's
bidding practices. In August 1998, the FCC rescinded the $650,000 fine, finding
that its rules were not sufficiently clear as to be enforceable against the
Company.

The United States Department of Justice ("DOJ") conducted an investigation
of the Predecessor Company and numerous other parties relating to this same
matter. While a suit was filed against the Predecessor Company in November 1998
by the DOJ, the suit was simultaneously settled pursuant to a consent decree
that imposed no penalties and made no finding of wrongdoing.

The Predecessor Company and certain members of the Company's management are
defendants in a lawsuit in which the plaintiffs allege that a member of the
Company's management knew confidential information about one of the plaintiffs
and that the Predecessor Company conspired to use the information in the D-, E-
and F-Block auctions in violation of pre-existing contractual arrangements
between the management member and one of the plaintiffs. The suit seeks actual
and punitive damages and seeks to convey the F-Block licenses for Lubbock,
Texas to the plaintiffs. Management believes this case is without merit and
intends to vigorously defend the case.

Additionally, the Predecessor Company, certain members of the Company's
management and several companies related through common ownership are
defendants in a lawsuit in which the plaintiff has claimed wrongful termination
of employment, breach of contract, usurpation of corporate opportunities,
breach of fiduciary duties and other matters. The suit seeks unspecified actual
and punitive damages plus attorneys' fees and court costs. Further, the
plaintiff seeks 5% of the portion of stock (equity) and FCC licenses of the
Predecessor Company owned by certain members of the Company's management.
Management is vigorously defending all claims in the suit and believes that the
Company's business prospects are not materially affected by this matter and
that adverse resolution of this matter would not have a material adverse effect
on the Company.

(17) Senior Subordinated Discount Notes

On May 11, 1999, Tritel PCS, Inc. ("Tritel PCS"), a wholly-owned subsidiary
of the Company, issued unsecured senior subordinated discount notes with a
principal amount at maturity of $372,000,000. Such notes were issued at a
discount from their principal amount at maturity for proceeds of $200.2
million. No interest will be paid or accrued on the notes prior to May 15,
2004. Thereafter, Tritel PCS will be required to pay interest semiannually at
12 3/4% per annum beginning on November 15, 2004 until maturity of the notes on
May 15, 2009.

The notes are fully unconditionally guaranteed on a joint and several basis
by the Company and by Tritel Communications, Inc. and Tritel Finance, Inc.,
both of which are wholly-owned subsidiaries

F-25
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

of Tritel PCS. The notes are subordinated in right of payment to amounts
outstanding under the Company's $550 million senior bank facility ("Bank
Facility") and to any future subordinated indebtedness of Tritel PCS or the
guarantors.

Tritel PCS entered into a registration rights agreement with the initial
purchasers of the notes whereby Tritel PCS agreed to file a registration
statement with the Commission to register the notes within 60 days after the
issue date of the notes. Effective November 18, 1999, such notes have been
registered.

The indenture governing the notes limit, among other things, the Company's
ability to incur additional indebtedness, pay dividends, sell or exchange
assets, repurchase its stock, or make investments.

The following condensed consolidating financial statements as of and for
the nine-month period ended September 30, 1999 are presented for Tritel, Tritel
PCS, those subsidiaries of Tritel PCS who serve as guarantors and those
subsidiaries who do not serve as guarantors of the senior subordinated discount
notes.

Condensed Consolidating Balance Sheet

As of September 30, 1999

<TABLE>
<CAPTION>
Tritel Guarantor Non-Guarantor
Tritel, Inc. PCS, Inc. Subsidiaries Subsidiaries Eliminations Consolidated
------------ --------- ------------ ------------- ------------ ------------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash
equivalents........... $ -- 486,038 (354) -- -- 485,684
Other current assets... 2,730 90 6,633 -- -- 9,453
Intercompany
receivables........... 695 130,221 7,131 -- (138,047) --
-------- ------- ------- ------- -------- -------
Total current
assets.............. 3,425 616,349 13,410 -- (138,047) 495,137
Restricted cash........ -- 7,387 -- -- -- 7,387
Property and
equipment, net........ -- -- 132,075 -- -- 132,075
Licenses and other
intangibles........... 60,924 -- -- 199,440 -- 260,364
Deferred charges....... -- 28,430 -- -- -- 28,430
Notes receivable....... -- 7,500 50 -- -- 7,550
Investment in
subsidiaries.......... 232,331 101,156 -- -- (333,487) --
Other long-term
assets................ -- 529 -- -- -- 529
-------- ------- ------- ------- -------- -------
Total assets......... $296,680 761,351 145,535 199,440 (471,534) 931,472
======== ======= ======= ======= ======== =======
Current liabilities:
Accounts payable,
accrued expenses and
other current
liabilities........... $ -- 1,178 51,805 1,609 -- 54,592
Intercompany
payables.............. 1,525 5,726 117,221 13,575 (138,047) --
-------- ------- ------- ------- -------- -------
Total current
liabilities......... 1,525 6,904 169,026 15,184 (138,047) 54,592
Non-current liabilities:
Long-term debt......... -- 510,093 -- 40,985 -- 551,078
Deferred credit........ -- 12,751 -- -- -- 12,751
Deferred income
taxes................. 22,614 (728) (11,346) 29,970 -- 40,510
-------- ------- ------- ------- -------- -------
Total liabilities.... 24,139 529,020 157,680 86,139 (138,047) 658,931
-------- ------- ------- ------- -------- -------
Series A redeemable
convertible preferred
stock.................. 97,301 -- -- -- -- 97,301
-------- ------- ------- ------- -------- -------
Stockholders' equity
(deficit).............. 175,240 232,331 (12,145) 113,301 (333,487) 175,240
-------- ------- ------- ------- -------- -------
Total liabilities and
equity.............. $296,680 761,351 145,535 199,440 (471,534) 931,472
======== ======= ======= ======= ======== =======
</TABLE>

F-26
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

Condensed Consolidating Statement of Operations

For the Nine-Months Ended September 30, 1999

F-27
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

Condensed Consolidating Statement of Cash Flows

For the Nine-Months Ended September 30, 1999

<TABLE>
<CAPTION>
Tritel Guarantor Non-Guarantor
Tritel, Inc. PCS, Inc. Subsidiaries Subsidiaries Eliminations Consolidated
------------ --------- ------------ ------------- ------------ ------------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
Net cash provided by
(used in) operating
activities............. $ (94) (50,011) 21,407 -- -- (28,698)
--------- ------- ------- ------ --- --------
Cash flows from
investing activities:
Capital expenditures... -- -- (80,189) -- -- (80,189)
Purchase of a
trademark............. (325) -- -- -- -- (325)
Advance under notes
receivable............ -- (7,500) (50) -- -- (7,550)
Investment in
subsidiaries.......... (118,466) 118,466 -- -- -- --
Decrease in other
assets................ -- (7,387) -- -- -- (7,387)
Capitalized interest on
debt.................. -- -- (5,617) (4,376) -- (9,993)
--------- ------- ------- ------ --- --------
Net cash provided by
(used in) investing
activities............. (118,791) 103,579 (85,856) (4,376) -- (105,444)
--------- ------- ------- ------ --- --------
Cash flows from
financing activities:
Proceeds from long term
debt.................. -- 300,000 -- -- -- 300,000
Proceeds from senior
subordinated debt..... -- 200,240 -- -- -- 200,240
Repayments of notes
payable............... (22,100) -- -- -- -- (22,100)
Payment of debt
issuance costs and
other deferred
charges............... (22,198) (14,363) -- -- -- (36,561)
Intercompany
receivable/payable.... 480 (68,105) 63,249 4,376 -- --
Proceeds from vendor
discount.............. -- 15,000 -- -- -- 15,000
Other.................. -- (302) -- -- -- (302)
Issuance of preferred
stock................. 162,703 -- -- -- -- 162,703
--------- ------- ------- ------ --- --------
Net cash provided by
financing activities... 118,885 432,470 63,249 4,376 -- 618,980
--------- ------- ------- ------ --- --------
Net increase (decrease)
in restricted cash,
cash and cash
equivalents............ -- 486,038 (1,200) -- -- 484,838
Cash and cash
equivalents at
beginning of period.... -- -- 846 -- -- 846
--------- ------- ------- ------ --- --------
Cash and cash
equivalents at end of
period................. $ -- 486,038 (354) -- -- 485,684
========= ======= ======= ====== === ========
</TABLE>

The condensed combining financial statements for 1998 of Tritel, Inc. and
the Predecessor Companies have been provided below to comply with the current
requirement to show consolidating data for guarantors and non-guarantors for
all periods presented. While Tritel, Inc. and its subsidiaries were formed
during 1998, their only activities in 1998 were the acquisition of property and
equipment approximating $1.5 million and losses totaling $32,000. The assets of
the Predecessor Companies and the assets acquired from AT&T Wireless and
Central Alabama were placed in Tritel, Inc. and its subsidiaries during 1999.
Therefore, the following statements do not correspond with the current
corporate structure and do not show data by guarantor and non-guarantor
relationship to the senior subordinated discount notes.

F-28
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

Combining Balance Sheet

As of December 31, 1998

<TABLE>
<CAPTION>
Predecessor
Companies Tritel Eliminations Combined
----------- ------ ------------ --------
<S> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents............ $ 845 1 -- 846
Due from affiliates.................. 1,817 -- (1,576) 241
Other current assets................. 719 -- -- 719
------- ----- ------ -------
Total current assets.............. 3,381 1 (1,576) 1,806
Property and equipment, net........... 12,263 1,553 -- 13,816
FCC licensing costs................... 71,466 -- -- 71,466
Deferred charges, net of accumulated
amortization......................... 1,933 -- -- 1,933
------- ----- ------ -------
Total assets...................... $89,043 1,554 (1,576) 89,021
======= ===== ====== =======

Liabilities and Members' Equity
(Deficit)
Current liabilities:
Notes payable........................ $22,405 -- -- 22,405
Due to affiliates.................... -- 1,576 (1,576) --
Accounts payable, accrued expenses
and interest........................ 10,496 10 -- 10,506
------- ----- ------ -------
Total current liabilities......... 32,901 1,586 (1,576) 32,911
------- ----- ------ -------
Non-current liabilities:
Long-term debt....................... 51,599 -- -- 51,599
Note payable to related party........ 6,270 -- -- 6,270
Accrued interest payable............. 224 -- -- 224
------- ----- ------ -------
Total non-current liabilities..... 58,093 -- -- 58,093
------- ----- ------ -------
Total liabilities................. 90,994 1,586 (1,576) 91,004
Contributed capital, net.............. 13,497 -- -- 13,497
Deficit accumulated during development
stage................................ (15,448) (32) -- (15,480)
------- ----- ------ -------
Total members' equity (deficit)... (1,951) (32) -- (1,983)
------- ----- ------ -------
Total liabilities and members'
equity (deficit)................. $89,043 1,554 (1,576) 89,021
======= ===== ====== =======
</TABLE>

F-29
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All information subsequent to December 31, 1998 is unaudited.)

Combining Statement of Operations

For the Year Ended December 31, 1998

<TABLE>
<CAPTION>
Predecessor
Companies Tritel Combined
----------- ------ --------
<S> <C> <C> <C>
Revenues........................................... $ -- -- --
-------- --- -------
Operating expenses:
Plant ........................................... 1,918 21 1,939
General and administrative....................... 4,937 10 4,947
Sales and marketing.............................. 451 1 452
Depreciation and amortization.................... 348 -- 348
-------- --- -------
7,654 32 7,686
-------- --- -------

Operating loss..................................... (7,654) (32) (7,686)
Interest income.................................... 77 -- 77
Interest expenses.................................. (722) -- (722)
-------- --- -------
Loss before extraordinary item................. (8,299) (32) (8,331)

Loss on return of spectrum......................... (2,414) -- (2,414)
-------- --- -------
Net loss....................................... $(10,713) (32) (10,745)
======== === =======
</TABLE>

F-30
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

Combining Statement of Cash Flows

For the Year Ended December 31, 1998

<TABLE>
<CAPTION>
Predecessor
Companies Tritel Combined
----------- ------ --------
<S> <C> <C> <C>
Net cash used in operating activities............. $(10,039) 1,543 (8,496)
-------- ------ -------

Cash flows from investing activities:
Purchase of property and equipment.............. (4,428) (1,542) (5,970)
Capitalized interest on debt used to obtain FCC
licenses....................................... (2,905) -- (2,905)
-------- ------ -------
Net cash used in investing activities......... (7,333) (1,542) (8,875)
-------- ------ -------

Cash flows from financing activities:
Proceeds from notes payable to others........... 38,705 -- 38,705
Repayments of notes payable to others........... (21,300) -- (21,300)
Payment of debt issuance costs and other
deferred charges............................... (951) -- (951)
-------- ------ -------
Net cash provided by financing activities..... 16,454 -- 16,454
-------- ------ -------

Net increase (decrease) in cash and cash
equivalents...................................... (918) 1 (917)
Restricted cash and cash equivalents at beginning
of year.......................................... 1,763 -- 1,763
-------- ------ -------
Restricted cash and cash equivalents at end of
year............................................. 845 1 846
======== ====== =======
</TABLE>

Tritel, Inc. was formed during 1998. Therefore, the 1996 and 1997 combining
financial information is identical to the Consolidated Financial Statements.

(18) Cash Equity Investors

On May 20, 1998, the Company, the Predecessor Company, AT&T Wireless,
certain institutional cash equity investors (the "Cash Equity Investors") and
certain members of management entered into the Securities Purchase Agreement,
which provided for the formation of the Tritel-AT&T Wireless joint venture and
related equity investments. On January 7, 1999, the transactions contemplated
by the Securities Purchase Agreement were closed and the parties entered into
numerous agreements as described throughout these notes. Pursuant to these
agreements, on January 7, 1999, the Predecessor Company invested an additional
$14,130,000 in Series C Preferred Stock of Tritel, and the Cash Equity
Investors purchased an aggregate of $149,239,000 of Series C Preferred Stock of
Tritel. Of the total Series C Preferred Stock issued to the Predecessor Company
and the Cash Equity Investors, $113,623,000 was funded on January 7, 1999 and
the remaining $49,746,000 was funded, under the Cash Equity Investors'
irrevocable and unconditional commitments, on September 30, 1999.

(19) Transaction with AT&T Wireless

On May 20, 1998, the Predecessor Company and Tritel entered into a
Securities Purchase Agreement with AT&T Wireless and the other stockholders of
Tritel, whereby the Company agreed to construct a PCS network and provide
wireless services using the SunCom and AT&T brand names using equal emphasis
co-branding in the south-central United States.

F-31
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

On January 7, 1999, the parties closed the transactions contemplated in the
Securities Purchase Agreement. Under these agreements, Tritel and AT&T Wireless
and the other stockholders of Tritel consented that one or more of Tritel's
subsidiaries enter into certain agreements or conduct certain operations on the
condition that such subsidiaries at all times be direct or indirect wholly-
owned subsidiaries of Tritel. Tritel agreed that it would cause such
subsidiaries to perform the obligations and conduct such operations required to
be performed or conducted under those agreements.

At the closing, Tritel issued preferred stock to AT&T Wireless in exchange
for 20 MHz A-and B-Block PCS licenses which were assigned to the Company, and
for certain other agreements covering the Company's markets. The FCC licenses
will be amortized on a straight-line basis over 40 years.

The following table summarizes the transaction with AT&T Wireless:

Assets acquired from AT&T Wireless, at recorded amounts:

<TABLE>
<S> <C>
PCS Licenses.............................................. $126,672,000
License Agreement......................................... 49,538,000
Roaming Agreement......................................... 15,980,000
------------
Gross assets acquired................................... 192,190,000
Deferred income tax liability assumed relating to above
assets................................................... (55,148,000)
------------
Net assets acquired..................................... $137,042,000
------------
Series A Preferred Stock.................................. $ 90,668,000
Series D Preferred Stock.................................. 46,374,000
------------
Total preferred stock issued to AT&T Wireless............. $137,042,000
============
</TABLE>

The Series A Preferred Stock issued by the Company is further described in
Note 22 and the Series D Preferred Stock is further described in Note 10.

In connection with the closing of the AT&T Wireless transaction, the
Company entered into certain agreements, including the following:

(a) License Agreement

Pursuant to a Network Membership License Agreement, dated January 7, 1999
(the "License Agreement"), between AT&T Corp. and the Company, AT&T Wireless
granted to the Company a royalty-free, nontransferable, non-exclusive,
nonsublicensable, limited right, and license to use certain licensed marks
solely in connection with certain licensed activities. The licensed marks
include the logo containing AT&T and the globe design and the expression
"Member of the AT&T Wireless Network." The "Licensed Activities" include (i)
the provision to end-users and resellers, solely within the territory as
defined in the License Agreement, of Company communications services as defined
in the License Agreement on frequencies licensed to the Company for Commercial
Mobile Radio Services ("CMRS") provided in accordance with the License
Agreement (collectively, the "Licensed Services") and (ii) marketing and
offering the Licensed Services within the territory. The License Agreement also
grants to the Company the right and license to use licensed marks on certain
permitted mobile phones.

F-32
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

The License Agreement contains numerous restrictions with respect to the
use and modification of any of the licensed marks. Furthermore, the Company is
obligated to use commercially reasonable efforts to cause all Licensed Services
marketed and provided using the licensed marks to be of comparable quality to
the Licensed Services marketed and provided by AT&T and its affiliates in areas
that are comparable to the territory taking into account, among other things,
the relative stage of development of the areas. The License Agreement also sets
forth specific testing procedures to determine compliance with these standards,
and affords the Company with a grace period to cure any instances of alleged
noncompliance therewith.

The Company may not assign or sublicense any of its rights under the
License Agreement; provided, however, that the License Agreement may be
assigned to the Company's lenders under the Bank Facility (see Note 20) and
after the expiration of any applicable grace and cure periods under the Bank
Facility, such lenders may enforce the Company's rights under the License
Agreement and assign the License Agreement to any person with AT&T consent.

The term of the License Agreement is for five years and renews for an
additional five-year period if each party gives the other notice to renew the
Agreement. The License Agreement may be terminated by AT&T at any time in the
event of a significant breach by the Company, including the Company's misuse of
any licensed marks, the Company licensing or assigning any of the rights in the
License Agreement, the Company's failure to maintain AT&T quality standards or
if a change in control of the Company occurs. After the initial five-year term,
AT&T may also terminate the License Agreement upon the occurrence of certain
transactions described in the Stockholders' Agreement.

The License Agreement, along with the exclusivity provisions of the
Stockholders' Agreement and the Resale Agreement will be amortized on a
straight-line basis over the ten-year term of the agreement.

(b) Roaming Agreement

Pursuant to the Intercarrier Roamer Service Agreement, dated as of January
7, 1999 (the "Roaming Agreement"), between AT&T Wireless, the Company, and
their affiliates, each party agrees to provide (each in its capacity as serving
provider, the "Serving Carrier") mobile wireless radiotelephone service for
registered customers of the other party's (the "Home Carrier") customers while
such customers are out of the Home Carrier's geographic area and in the
geographic area where the Serving Carrier (itself or through affiliates) holds
a license or permit to construct and operate a mobile wireless radio/telephone
system and station. Each Home Carrier whose customers receive service from a
Serving Carrier shall pay to such Serving Carrier 100% of the Serving Carrier's
charges for wireless service and 100% of pass-through charges (i.e., toll or
other charges). Each Serving Carrier's service charges for use per minute or
partial minute for the first three years will be at a fixed rate, and
thereafter may be adjusted to a lower rate as the parties may negotiate from
time to time. Each Serving Carrier's toll charges per minute of use for the
first three years will be at a fixed rate, and thereafter such other rates as
the parties negotiate from time to time.

The Roaming Agreement has a term of 20 years, unless terminated earlier by
a party due to the other party's uncured breach of any term of the Roaming
Agreement.

F-33
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

Neither party may assign or transfer the Roaming Agreement or any of its
rights thereunder except to an assignee of all or part of its license or permit
to provide CMRS, provided that such assignee expressly assumes all or the
applicable part of the obligations of such party under the Roaming Agreement.

The Roaming Agreement will be amortized on a straight-line basis over the
20-year term of the agreement.

The Stockholders' Agreement expires on January 7, 2010. Certain provisions
expire upon an initial public offering.

Exclusivity

Under the Stockholders' Agreement, none of the Stockholders will provide or
resell, or act as the agent for any person offering, within the Territory,
mobile wireless telecommunications services and frequencies licensed by the FCC
("Company Communications Services"), except AT&T Wireless and its affiliates
may (i) resell or act as agent for the Company in connection with the provision
of Company Communications Services, (ii) provide or resell wireless
telecommunications services to or from certain specific locations, and (iii)
resell Company Communications Services for another person in any area where the
Company has not placed a system into commercial service in certain instances.
Additionally, with respect to the markets listed on the Roaming Agreement, the
Company and AT&T Wireless agree to cause their respective affiliates in their
home carrier capacities to program and direct the programming of customer
equipment so that the other party in its capacity as the serving carrier is the
preferred provider in such markets, and refrain from inducing any of its
customers to change such programming.

Build-out

The Company is required to conform to certain requirements regarding the
construction of the Company's PCS system. In the event that the Company
breaches these requirements, AT&T Wireless may terminate its exclusivity
provisions.

Disqualifying Transactions

In the event of a merger, asset sale or consolidation, as defined,
involving AT&T and another person that derives annual revenues in excess of
$5,000,000,000, derives less than one third of its aggregate revenues from
wireless telecommunications, and owns FCC licenses to offer mobile wireless
telecommunications services to more than 25% of the population within the
Company's territory, AT&T and the Company have certain rights. AT&T may
terminate its exclusivity in the territory in which the other party overlaps
that of the Company.

Resale Agreement

Pursuant to the Stockholders' Agreement, the Company is required to enter
into a Resale Agreement at the request of AT&T Wireless. Under this agreement,
AT&T Wireless will be granted

F-34
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

the right to purchase and resell on a nonexclusive basis access to and usage of
the Company's services in the Company's licensed area. The Company will retain
the continuing right to market and sell its services to customers and potential
customers in competition with AT&T Wireless.

The Resale Agreement will have a term of ten years and will renew
automatically for successive one-year periods unless, after the eleventh
anniversary thereof, either party elects to terminate the Resale Agreement.
Furthermore, AT&T Wireless may terminate the Resale Agreement at any time for
any reason on 90 days written notice.

The Company has agreed that the rates, terms and conditions of service,
taken as a whole, provided by the Company to AT&T Wireless pursuant to the
Resale Agreement, shall be at least as favorable as (or if permitted by
applicable law, superior to) the rates, terms, and conditions of service, taken
as a whole, provided by the Company to any other customer. Without limiting the
foregoing, the rate plans offered by the Company pursuant to the Resale
Agreement shall be designed to result in a discounted average actual rate per
minute paid by AT&T Wireless for service below the weighted average actual rate
per minute billed by the Company to its subscribers generally for access and
air time.

Neither party may assign or transfer the Resale Agreement or any of its
rights thereunder without the other party's prior written consent, which will
not be unreasonably withheld, except (a) to an affiliate of that party at the
time of execution of the Resale Agreement, (b) by the Company to any of its
operating subsidiaries, and (c) to the transferee of a party's stock or
substantially all of its assets, provided that all FCC and other necessary
approvals have been received.

The Company expects to enter into the Resale Agreement upon commencement of
its operations in the initial configuration.

(20) Bank Facility

Subsequent to December 31, 1998, the Company entered into a loan agreement
(the "Bank Facility"), which provides for (i) a $100,000,000 senior secured
term loan (the "Term Loan A"), (ii) a $200,000,000 senior secured term loan
(the "Term Loan B") and (iii) a $250,000,000 senior secured reducing revolving
credit facility (the "Revolver"). Tritel PCS Inc., Toronto Dominion (Texas),
Inc., as Administrative Agent, and certain banks and other financial
institutions are parties thereto.

F-35
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

The commitment to make loans under the Revolver automatically and
permanently reduces, beginning on December 31, 2002. Also, advances under Term
Loan A and Term Loan B are required to be repaid beginning on December 31,
2002, in consecutive quarterly installments. Following is a schedule of the
required reductions in the Revolver and the payments on the term loans:

<TABLE>
<CAPTION>
Repayment Dates Revolver Term Loan A Term Loan B
--------------- -------- ----------- -----------
(dollars in thousands)
<S> <C> <C> <C>
December 31, 2002........................... $ 6,250 $ 2,500 $ 2,000
March 31, 2003, June 30, 2003, September 30,
2003 and December 31, 2003 ................ 7,422 2,969 500
March 31, 2004, June 30, 2004, September 30,
2004 and December 31, 2004................. 11,328 4,531 500
March 31, 2005, June 30, 2005, September 30,
2005 and December 31, 2005................. 13,281 5,313 500
March 31, 2006, June 30, 2006, September 30,
2006 and December 31, 2006................. 16,015 6,406 500
March 31, 2007 and June 30, 2007 ........... 25,781 10,313 500
September 30, 2007.......................... -- -- 500
December 31, 2007........................... -- -- 188,500
</TABLE>

Interest on the Revolver, Term Loan A and Term Loan B accrues, at the
Company's option, either at a LIBOR rate plus an applicable margin or the
higher of the issuing bank's prime rate and the Federal Funds Rate (as defined
in the Bank Facility) plus 0.5%, plus an applicable margin. The Revolver and
Term Loan A require an annual commitment fee ranging from 0.50% to 1.75% of the
unused portion of the Bank Facility. Advances under Term Loan A and funds under
the Revolving Bank Facility are not available to the Company until Term Loan B
is fully drawn or becomes unavailable pursuant to the terms of the Bank
Facility.

The Bank Facility also requires the Company to purchase an interest rate
hedging contract covering an amount equal to at least 50% of the total amount
of the outstanding indebtedness of the Company (other than indebtedness which
bears interest at a fixed rate). Such interest rate hedging contracts are
further described in Note 23.

The Term Loans are required to be prepaid and commitments under the
Revolving Bank Facility reduced in an aggregate amount equal to 50% of excess
cash flow of each fiscal year commencing with the fiscal year ending December
31, 2001; 100% of the net proceeds of asset sales, in excess of a yearly
threshold, outside the ordinary course of business or unused insurance
proceeds; and 50% of the net cash proceeds of issuances of equity securities
(other than in connection with the equity commitments referred to in Note 18).

All obligations of the Company under the facilities are unconditionally and
irrevocably guaranteed (the "Bank Facility Guarantees") by Tritel, Inc. and all
subsidiaries of Tritel PCS, Inc. The bank facilities and guarantees, and any
related hedging contracts provided by the lenders under the Bank Facility, are
secured by substantially all of the assets of Tritel PCS, Inc. and certain
subsidiaries of Tritel PCS, Inc., including a first priority pledge of all of
the capital stock held by Tritel or any of its subsidiaries, but excluding the
Company's PCS licenses. The PCS licenses will be held by one or more single
purpose subsidiaries of the Company and, in the future if the Company is

F-36
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

permitted to pledge its PCS licenses, they will be pledged to secure the
obligations of the Company under the Bank Facility.

The Bank Facility contains covenants customary for similar facilities and
transactions, including covenants relating to the amounts of indebtedness that
the Company may incur, limitations on dividends and distributions on, and
redemptions and repurchases of, capital stock and other similar payments and
various financial maintenance covenants. The Bank Facility also contains
covenants relating to the population covered by the Company's network and
number of customers, as well as customary representations, warranties,
indemnities, conditions precedent to borrowing, and events of default.

Loans under the Bank Facility are available to fund capital expenditures
related to the construction of the Company's PCS network, the acquisition of
related businesses, working capital needs of the Company, and customer
acquisition costs. All indebtedness under the Bank Facility will constitute
senior debt.

The terms of the Bank Facility allow the Company to incur senior
subordinated debt with gross proceeds of not more than $250,000,000.

As of September 30, 1999, the Company has drawn $300,000,000 of advances
under Term Loan A and Term Loan B.

(21) Stock Option Plans

In January 1999, the Company adopted a stock option plan and a stock option
plan for non-employee directors.

As originally adopted, Tritel's 1999 Stock Option Plan (the "Stock Option
Plan") authorized the grant of certain tax-advantaged stock options,
nonqualified stock options and stock appreciation rights for the purchase of an
aggregate of up to 5,426,400 shares of common stock of Tritel. In December
1999, the Board of Directors approved an amendment to the Stock Option Plan to
increase the number of shares of common stock reserved under the plan to
10,462,400. The Stock Option Plan benefits qualified officers, employee
directors and other key employees of, and consultants to, Tritel and its
subsidiaries in order to attract and retain those persons and to provide those
persons with appropriate incentives. The Stock Option Plan also allows grants
or sales of common stock to those persons. The maximum term of any stock option
to be granted under the Stock Option Plan is ten years. Grants of options under
the Stock Option Plan are determined by the Board of Directors or a
compensation committee designated by the Board.

During the period from January 7, 1999 to September 30, 1999, 4,720,800
restricted shares were granted under the Stock Option Plan. The restricted
stock is subject to the repurchase agreements as discussed in Note 10.
Management has determined the stock to have a nominal value; therefore, no
amounts have been assigned to the restricted stock. Such shares will vest in
varying percentages, up to 80% vesting, over five years. The remaining 20% will
vest if the Company meets certain performance benchmarks for development and
construction of its wireless PCS network.

F-37
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

As originally adopted, Tritel's 1999 Stock Option Plan for Non-employee
Directors (the "Non-employee Directors Plan") authorized the grant of certain
nonqualified stock options for the purchase of an aggregate of up to 20,000,000
shares of common stock of Tritel. In December 1999, the Board of Directors
approved an amendment to the Non-employee Directors Plan to decrease the number
of shares of common stock reserved under the plan to 100,000 shares. The Non-
employee Directors Plan benefits non-employee directors of Tritel in order to
attract and retain those persons and to provide those persons with appropriate
incentives. The maximum term of any stock option to be granted under the Non-
employee Directors Plan is ten years. Grants of options under the Non-employee
Directors are determined by the Board of Directors.

As of September 30, 1999, no options were outstanding under the Non-
employee Directors Plan.

(22) Redeemable Preferred Stock

Following is a summary of the redeemable preferred stock of the Company:

Series A Preferred Stock

The Series A Preferred Stock, with respect to dividend rights and rights on
liquidation, dissolution or winding up, ranks on a parity basis with the Series
B Preferred Stock, and ranks senior to the Series C Preferred Stock, the Series
D Preferred Stock and the Common Stock. The holders of Series A Preferred Stock
are entitled to receive cumulative quarterly cash dividends at the annual rate
of 10% multiplied by the liquidation preference, which is equal to $1,000 per
share plus declared but unpaid dividends. Tritel may elect to defer payment of
any such dividends until the date on which the 42nd quarterly dividend payment
is due, at which time, and not earlier, all deferred payments must be made.
Except as required by law or in certain circumstances, the holders of the
Series A Preferred Stock do not have any voting rights. The Series A Preferred
Stock is redeemable, in whole but not in part, at the option of Tritel on or
after January 15, 2009 and at the option of the holders of the Series A
Preferred Stock on or after January 15, 2019. Additionally, on or after January
15, 2007, AT&T Wireless, and qualified transferees, have the right to convert
each share of Series A Preferred Stock into shares of Class A Common Stock. The
number of shares the holder will receive upon conversion will be the
liquidation preference per share divided by the market price of Class A Common
Stock times the number of shares of Series A Preferred Stock to be converted.

The Company issued 90,668 shares of Series A Preferred Stock with a stated
value of $90,668,000 to AT&T Wireless on January 7, 1999.

Series B Preferred Stock

The Series B Preferred Stock ranks on a parity basis with the Series A
Preferred Stock and is identical in all respects to the Series A Preferred
Stock, except:

. the Series B Preferred Stock is redeemable at any time at the option of
Tritel,

. the Series B Preferred Stock is not convertible into shares of any
other security issued by Tritel, and

F-38
<PAGE>

TRITEL, INC. AND PREDECESSOR COMPANIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(All information subsequent to December 31, 1998 is unaudited.)

. the Series B Preferred Stock may be issued by Tritel pursuant to an
exchange of capital stock.

No Series B Preferred Stock has been issued by the Company.

(23) Interest Rate Swap Agreements

Interest rate swap agreements are entered into by the Company to manage
interest rate exposure. These are contractual agreements between counterparties
to exchange interest streams based on notional principal amounts over a set
period of time. Interest rate swap agreements normally involve the exchange of
fixed and floating rate interest payment obligations without the exchange of
the underlying principal amounts. The notional or principal amount does not
represent the amount at risk, but is used only as a basis for determining the
actual interest cash flows to be exchanged related to the interest rate
contracts. Market risk, due to potential fluctuations in interest rates, is
inherent in swap agreements.

As of September 30, 1999, the Company was a party to interest rate swap
agreements with a total notional amount of $200 million. The agreements
establish a fixed effective rate of 9.05% on $200.0 million of the current
balance outstanding under the Bank Facility through the earlier of March 31,
2002 or the date on which the Company achieves operating cash flow breakeven.

F-39
<PAGE>

[inside back cover]

[Pictures from Tritel Company Stores]
<PAGE>

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

No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You
must not rely on any unauthorized information or representations. This
prospectus is an offer to sell only the shares of Class A Common stock offered
hereby, but only under circumstances and in jurisdictions where it is lawful
to do so. The information contained in this prospectus is current only as of
its date.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary......................................................... 1
Risk Factors............................................................... 7
Information Regarding Forward-Looking Statements and Market Data........... 19
Concurrent Offering........................................................ 20
Use of Proceeds............................................................ 20
Dividend Policy............................................................ 21
Capitalization............................................................. 22
Dilution................................................................... 23
Selected Consolidated Financial Data....................................... 24
Management's Discussion and Analysis....................................... 26
Organization of Tritel..................................................... 37
Business................................................................... 39
Government Regulation...................................................... 58
Joint Venture Agreements with AT&T Wireless................................ 68
Management................................................................. 77
Certain Relationships and Related Transactions............................. 86
Principal Stockholders..................................................... 90
Description of Certain Indebtedness........................................ 93
Description of Capital Stock............................................... 97
Limitation on Directors' Liabilities....................................... 103
Shares Eligible for Future Sale............................................ 103
Material U.S. Tax Consequences to Non-U.S. Holders......................... 106
Underwriting............................................................... 109
Legal Matters.............................................................. 111
Experts.................................................................... 111
Where You Can Find More Information........................................ 111
Index to Consolidated Financial Statements................................. F-1
</TABLE>

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

Through and including , 2000 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether
or not participating in this offering, may be required to deliver a
prospectus. This is in addition to a dealer's obligation to deliver a
prospectus when acting as an underwriter and with respect to an unsold
allotment or subscription.

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

13,350,507 Shares

Tritel, Inc.

Class A Common Stock

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

[LOGO OF TRITEL, INC.]

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

Goldman, Sachs & Co.

Merrill Lynch & Co.

Bear, Stearns & Co. Inc.

Donaldson, Lufkin & Jenrette
Representatives of the Underwriters

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

[ALTERNATE FRONT COVER PAGE]

Subject To Completion. Dated December 13, 1999

3,975,507 Shares

[Tritel LOGO]

Class A and Class B Common Stock

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

This is an offering of 3,975,507 shares of Class A and Class B common stock
of Tritel, Inc., assuming an initial public offering price of $18.00 per share
in the concurrent offering described below. All of these shares of Class A and
Class B common stock are being sold by Tritel.

In a concurrent offering made by a separate prospectus, we are offering to
sell 9,375,000 shares of our Class A common stock through the underwriters
named therein in an initial public offering. The underwriters in our initial
public offering have the option to purchase 1,406,250 additional shares of our
Class A common stock to cover over-allotments. The consummation of this
offering is conditioned upon the closing of the concurrent offering.

Prior to this offering, there has been no public market for the Class A or
Class B common stock. We are offering the shares offered by this prospectus at
a price per share equal to the initial public offering price less an amount
equal to the underwriting discount per share we will pay to the underwriters in
the initial public offering. It is currently estimated that the initial public
offering price per share will be between $17.00 and $19.00. We have applied to
have the Class A common stock included for quotation on the Nasdaq National
Market under the symbol "TTEL". The Class B common stock will not be included
for quotation on any quotation system and will not be listed on any exchange.

See "Risk Factors" beginning on page 7 to read about factors you should
consider before buying shares of the Class A common stock.

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

Prospectus dated December , 1999.
<PAGE>

[ALTERNATE BACK COVER PAGE]

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

No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer to
sell only the shares of Class A and Class B Common stock offered hereby, but
only under circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus is current only as of its date.

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

TABLE OF CONTENTS

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

Through and including , 2000 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to a dealer's obligation to deliver a prospectus when
acting as an underwriter and with respect to an unsold allotment or
subscription.

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

3,975,507 Shares

Tritel, Inc.

Class A and Class B Common Stock

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

[LOGO OF TRITEL, INC.]

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

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

[ALTERNATE PLAN OF DISTRIBUTION PAGE FOR CONCURRENT OFFERING]

PLAN OF DISTRIBUTION

Subject to the terms and conditions stated in a stock purchase agreement
dated the date of this prospectus, certain of our existing stockholders named
below have severally agreed to purchase, subject to closing of the concurrent
initial public offering, the number of shares of Class A or Class B common
stock indicated in the following table, based on an assumed initial public
offering price of $18.00 per share.

<TABLE>
<CAPTION>
Number of Shares of Class A
Existing Stockholders or Class B common stock
--------------------- ---------------------------
<S> <C>
AT&T Wireless PCS, LLC.............................. 2,927,120
Triune PCS, LLC..................................... 89,606
Toronto Dominion Investments, Inc. ................. 268,817
Southern Farm Bureau Life Insurance Co. ............ 238,948
Jerry M. Sullivan, Jr. ............................. 224,014
Trillium PCS, LLC................................... 89,606
M3, LLC............................................. 89,606
McCarty Communications, LLC......................... 47,790
---------
Total......................................... 3,975,507
=========
</TABLE>

Our company, all of our directors and executive officers and certain of our
stockholders have agreed with the underwriters in the concurrent initial public
offering not to dispose of or hedge any of their common stock or securities
convertible into or exchangeable for shares of Class A common stock during the
period from the date of this prospectus continuing through the date 180 days
after the date of this prospectus, except with the prior written consent of
Goldman, Sachs & Co. This agreement does not apply to the issuance of shares
under our existing employee benefit plans. See "Shares Eligible for Future
Sale" for a description of certain transfer restrictions.

1
<PAGE>

Part II

Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses expected to be incurred in
connection with the issuance and distribution of common stock registered
hereby, all of which expenses, except for the Securities and Exchange
Commission registration fee, the National Association of Securities Dealers,
Inc. filing fee, and the Nasdaq National Market listing application fee, are
estimated.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........... $ 79,181
National Association of Securities Dealers, Inc. filing fee... 17,750
Nasdaq National Market listing application fee................ 95,000
Printing and engraving fees and expenses...................... 250,000
Legal fees and expenses....................................... 750,000
Accountants' fees and expenses................................ 250,000
Blue Sky fees and expenses.................................... 15,000
Transfer Agent and Registrar fees and expenses................ 6,500
Miscellaneous expenses........................................ 36,569
----------
Total....................................................... $1,500,000
==========
</TABLE>

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with the action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. Section 145 further provides that a corporation
similarly may indemnify the person serving in that capacity who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor, against expenses actually and reasonably incurred by the
person in connection with the defense or settlement of the action or suit if
the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which the person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which the action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity for the
expenses which the Court of Chancery or other court shall deem proper. The
provisions regarding indemnification and advancement of expenses under Section
145 of the DGCL shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement, stockholders' or disinterested directors' vote or
otherwise.

II-1
<PAGE>

Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that the provision
shall not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law; (iii) under Section 174 of the DGCL (relating to
unlawful payment of dividends and unlawful stock purchase and redemption); or
(iv) for any transaction from which the director derived an improper personal
benefit.

As permitted by Section 145(e) of the DGCL, Tritel's Restated Certificate
of Incorporation and Bylaws provide that Tritel shall indemnify its directors,
officers, incorporators, employees, agents and their legal representatives and
those persons who are or have been, at the request of Tritel, directors,
officers, incorporators, employees, partners, trustees or agents of other
corporations, partnerships, joint ventures, trusts, employee benefit plans or
other enterprises. Persons who are not directors or officers of Tritel may be
similarly indemnified in respect of service to Tritel or another enterprise at
the request of Tritel to the extent Tritel's board at any time specifies that
such persons are entitled to indemnification. Expenses incurred by any
director, officer or other person entitled to indemnification in connection
with a threatened, pending or completed action, suit or proceeding shall be
reimbursed or advanced by Tritel in advance of the final disposition of the
action, suit or proceeding, provided that, if required to do so under the DGCL,
Tritel receives an undertaking by or on behalf of the director, officer or
other person to repay the amount if it is ultimately determined by final
judicial decision from which there is no further right of appeal that the
director, officer or other person is not entitled to indemnification for such
expenses. The Restated Certificate of Incorporation provides that the rights
are not exclusive.

Item 15. Recent Sales of Unregistered Securities.

Since its inception, the registrant sold shares of its common stock and
preferred stock in the amounts, at the times, and for the aggregate amounts of
consideration listed below without registration under the Securities Act of
1933. Exemption from registration under the Securities Act for each of the
following sales is claimed under Section 4(2) of the Securities Act because
such transactions were by an issuer and did not involve a public offering.

Tritel issued 90,668 shares of Series A Preferred Stock with a stated value
of $90.7 million to AT&T Wireless on January 7, 1999.

Tritel issued 32,392 shares of Series C Preferred Stock with a stated value
of $32.4 million to Airwave Communications and Digital PCS on January 7, 1999
in exchange for PCS licenses covering 6.6 million Pops and $14.2 million in
cash. Tritel also issued 149,239 shares of Series C Preferred Stock with a
stated value of $149.2 million to institutional investors on January 7, 1999 in
exchange for cash and subscriptions receivable. Additionally, Tritel issued
2,602 shares of Series C Preferred Stock with a stated value of $2.6 million to
Central Alabama Partnership LP on January 7, 1999 in exchange for its net
assets.

Tritel issued 46,374 shares of Series D Preferred Stock with a stated value
of $46.4 million to AT&T Wireless on January 7, 1999.

Tritel issued 13,502,000 shares of Class A Common Stock, 2,070,800 shares
of Class C Common Stock and 9 shares of Voting Preference Common Stock to
certain members of its management on January 7, 1999.

II-2
<PAGE>

Item 16. Exhibits and Financial Statement Schedules.

<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<C> <S>
1.1++ Form of Underwriting Agreement for the Class A common stock.
3.1+ Restated Certificate of Incorporation of Tritel, Inc., dated January
4, 1999.
3.2+ Bylaws of Tritel, Inc., dated April 23, 1998.
3.3 Form of Certificate of Amendment to Restated Certificate of
Incorporation.
3.4 Form of Amended and Restated Bylaws.
4.1++ Form of Class A common stock certificate to be issued by Tritel, Inc.
and registered under the Securities Act of 1933.
4.2 Form of Class B common stock certificate to be issued by Tritel, Inc.
and registered under the Securities Act of 1933.
5.1++ Opinion of Brown & Wood LLP.
10.1.1+ Stockholders' Agreement by and among AT&T Wireless PCS Inc., Cash
Equity Investors, Management Stockholders, and Tritel, Inc. dated
January 7, 1999.
10.1.2+ First Amendment to Stockholders' Agreement, dated August 27, 1999.
10.1.3+ Second Amendment to Stockholders' Agreement, dated as of September 1,
1999.
10.1.4 Third Amendment to Stockholders' Agreement, dated November 18, 1999.
10.1.5 Fourth Amendment to Stockholders' Agreement, dated December 10, 1999.
10.2+ Investors Stockholders' Agreement by and among Tritel, Inc.,
Washington National Insurance Company, United Presidential Life
Insurance Company, Dresdner Kleinwort Benson Private Equity Partners
LP, Toronto Dominion Investments, Inc., Entergy Wireless Corporation,
General Electric Capital Corporation, Triune PCS, LLC, FCA Venture
Partners II, L.P., Clayton Associates LLC, Trillium PCS, LLC, Airwave
Communications, LLC, Digital PCS, LLC, and The Stockholders Named
Herein dated January 7, 1999.
10.3+ AT&T Wireless Services Network Membership License Agreement between
AT&T Corp. and Tritel, Inc. dated January 7, 1999.
10.4+ Intercarrier Roamer Service Agreement between AT&T Wireless Services,
Inc. and Tritel, Inc. dated January 7, 1999.
10.5+ Amended and Restated Agreement between Telecorp Communications, Inc.,
Triton PCS, Inc., Tritel Communications, Inc. and Affiliate License
Co., L.L.C. dated April 16, 1999.
10.6+ Form of Employment Agreement.
10.7 Tritel, Inc. Amended and Restated 1999 Stock Option Plan, effective
January 7, 1999.
10.8+ Form of Restricted Stock Agreements pursuant to the Tritel, Inc.
Amended and Restated 1999 Stock Option Plan.
10.9 Tritel, Inc. Amended and Restated 1999 Stock Option Plan for
Nonemployee Directors, effective January 7, 1999.
10.10+ Amended and Restated Loan Agreement among Tritel Holding Corp.,
Tritel, Inc., The Financial Institutions Signatory Hereto, and Toronto
Dominion (Texas), Inc. dated March 31, 1999.
10.11+ First Amendment to Amended and Restated Loan Agreement among Tritel
Holding Corp., Tritel, Inc., The Financial Institutions Signatory
Thereto, and Toronto Dominion (Texas), Inc. dated April 21, 1999.
10.12+ Master Lease Agreement between Tritel Communications, Inc. and Crown
Communication Inc. dated October 30, 1998.
10.13+ Master Lease Agreement between Signal One, LLC and Tritel
Communications, Inc. dated December 31, 1998.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<C> <S>
10.14.1+ Management Agreement between Tritel Management, LLC and Tritel, Inc.
dated January 1, 1999.
10.14.2+ First Amendment to Management Agreement, dated as of September 1,
1999.
10.15+ Master Antenna Site Lease No. D41 between Pinnacle Towers Inc. and
Tritel Communications, Inc. dated October 23, 1998.
10.16+ Installment Payment Plan Note made by Mercury PCS, LLC in favor of
the Federal Communications Commission in the amount of
$42,525,211.95, dated October 9, 1996.
10.17+ First Modification of Installment Payment Plan Note for Broadband PCS
F Block by and between Mercury PCS II, L.L.C. and the Federal
Communications Commission, dated July 2, 1998, effective as of July
31, 1998.
10.18+ Services Agreement by and between Tritel Communications, Inc. and
Wireless Facilities, Inc., dated July 1, 1999.
10.19+ Letter Agreement by and between Tritel Communications, Inc. and
H.S.I. GeoTrans Wireless, dated July 2, 1998, referring to a service
agreement covering certain Site Acquisition Services applicable to
certain FCC licenses owned or to be acquired by Tritel.
10.20.1+ Services Agreement by and between Tritel Communications, Inc. and
Galaxy Personal Communications Services, Inc., which is a wholly
owned subsidiary of World Access, Inc., dated as of June 1, 1998.
10.20.2+ Addendum to June 1, 1998 Services Agreement, dated as of March 23,
1999.
10.21+ Services Agreement by and between Tritel Communications, Inc. and
Galaxy Personal Communications Services, Inc., which is a wholly-
owned subsidiary of World Access, Inc., dated as of August 27, 1998.
10.22+ Agreement by and between BellSouth Telecommunications, Inc. and
Tritel Communications, Inc., effective as of March 16, 1999.
10.23+ Agreement for Project and Construction Management Services between
Tritel Communications, Inc. and Tritel Finance, Inc. and Bechtel
Corporation, dated November 24, 1998.
10.24+ Services Agreement by and between Tritel Communications, Inc. and
Spectrasite Communications, Inc., dated as of July 28, 1998.
10.25+ Acquisition Agreement Ericsson CMS 8800 Cellular Mobile Telephone
System by and between Tritel Finance, Inc. and Tritel Communications,
Inc. and Ericsson Inc., made and effective as of December 30, 1998.

10.26+ Securities Purchase Agreement by and among AT&T Wireless PCS Inc.,
TWR Cellular, Inc., Cash Equity Investors, Mercury PCS, LLC, Mercury
PCS II, LLC, Management Stockholders and Tritel, Inc., dated as of
May 20, 1998.
10.27+ Closing Agreement by and among AT&T Wireless PCS, Inc., TWR Cellular,
Inc., Cash Equity Investors, Airwave Communications, LLC, Digital
PCS, LLC, Management Stockholders, Mercury Investor Indemnitors and
Tritel, Inc., dated as of January 7, 1999.
10.28+ Master Build To Suit And Lease Agreement between Tritel
Communications, Inc., a Delaware corporation and American Tower,
L.P., a Delaware limited partnership.
10.29+ Master Build To Suit And Lease Agreement between Tritel
Communications, Inc. and SpectraSite Communications, Inc.
10.30+ Master Build To Suit Services And License Agreement between Tritel
Communications, Inc. and Crown Communication Inc.
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
------- -------------------
<C> <S>
10.31+ Master Build To Suit And Lease Agreement by and between Tritel
Communications, Inc. and SBA Towers, Inc.
10.32+ Master Site Agreement between Tritel Communications, Inc. and
BellSouth Mobility Inc., dated July 2, 1999.
10.33+ Master Site Agreement between Tritel Communications, Inc. and
BellSouth Mobility PCS, dated March 10, 1999.
10.34+ Consent to Exercise of Option between Tritel, Inc., AT&T Wireless PCS,
Inc., TWR Cellular, Inc. and Management Stockholders dated May 20,
1999.
10.35+ License Purchase Agreement between Digital PCS, LLC and Tritel, Inc.
dated as of May 20, 1999.
10.36+ Amended and Restated Employment Agreement, dated as of September 1,
1999. Amended and Restated Employment Agreement, dated as of September
1, 1999.
10.37+ Stock Purchase Agreement, dated as of September 1, 1999.
10.38+ Mutual Release and Termination Agreement, dated as of September 1,
1999.
21+ Subsidiaries of Tritel, Inc.
23.1 Consent of Brown & Wood LLP (included in Exhibit 5.1 of this
registration statement).
23.2 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney (included on the signature page of this
registration statement).
27+ Financial Data Schedule.
99.1+ Form of Letter of Transmittal.
</TABLE>
- --------
+ Incorporated by reference to the Registration Statement on Form S-4 (File
No. 333-82509) of Tritel PCS, Inc.
++ Previously filed.

Item 17. Undertakings.

(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant under 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
Securities 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
persons 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
the indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

(b) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on December 13, 1999.

Tritel, Inc.

By: /s/ E.B. Martin, Jr.
----------------------------------
Name: E.B. Martin, Jr.
Office: Executive Vice President,
Treasurer,
Chief Financial Officer and
Director

Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
* Chairman of the Board and December 13, 1999
___________________________________________ Chief Executive Officer
William M. Mounger, II

* President and Director December 13, 1999
___________________________________________
William S. Arnett

/s/ E.B. Martin, Jr. Executive Vice President, December 13, 1999
___________________________________________ Treasurer, Chief
E.B. Martin, Jr. Financial Officer and
Director

* Senior Vice President-- December 13, 1999
___________________________________________ Finance (Principal
Karlen Turbeville Accounting Officer)

* Director December 13, 1999
___________________________________________
Scott I. Anderson

* Director December 13, 1999
___________________________________________
Alex P. Coleman

* Director December 13, 1999
___________________________________________
Gary S. Fuqua

* Director December 13, 1999
___________________________________________
Ann K. Hall

* Director December 13, 1999
___________________________________________
Andrew Hubregsen
</TABLE>

II-6
<PAGE>

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
* Director December 13, 1999
___________________________________________
David A. Jones, Jr.

* Director December 13, 1999
___________________________________________
H. Lee Maschmann

* Director December 13, 1999
___________________________________________
Elizabeth L. Nichols

* Director December 13, 1999
___________________________________________
Kevin J. Shepherd

</TABLE>

/s/ E.B. Martin, Jr.
*By: ________________________________
E.B. Martin, Jr.
Attorney-in-Fact

II-7
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description Page
------- ------------------- ----
<C> <S> <C>
1.1++ Form of Underwriting Agreement for the Class A common stock.
3.1+ Restated Certificate of Incorporation of Tritel, Inc., dated
January 4, 1999.
3.2+ Bylaws of Tritel, Inc., dated April 23, 1998.
3.3 Form of Certificate of Amendment to Restated Certificate of
Incorporation.
3.4 Form of Amended and Restated Bylaws.
4.1++ Form of Class A common stock certificate to be issued by
Tritel, Inc. and registered under the Securities Act of 1933.
4.2 Form of Class B common stock certificate to be issued by
Tritel, Inc. and registered under the Securities Act of 1933.
5.1++ Opinion of Brown & Wood LLP.
10.1.1+ Stockholders' Agreement by and among AT&T Wireless PCS Inc.,
Cash Equity Investors, Management Stockholders, and Tritel,
Inc. dated January 7, 1999.
10.1.2+ First Amendment to Stockholders' Agreement, dated August 27,
1999.
10.1.3+ Second Amendment to Stockholders' Agreement, dated as of
September 1, 1999.
10.1.4 Third Amendment to Stockholders' Agreement, dated November 18,
1999.
10.1.5 Fourth Amendment to Stockholders' Agreement, dated December 10,
1999.
10.2+ Investors Stockholders' Agreement by and among Tritel, Inc.,
Washington National Insurance Company, United Presidential Life
Insurance Company, Dresdner Kleinwort Benson Private Equity
Partners LP, Toronto Dominion Investments, Inc., Entergy
Wireless Corporation, General Electric Capital Corporation,
Triune PCS, LLC, FCA Venture Partners II, L.P., Clayton
Associates LLC, Trillium PCS, LLC, Airwave Communications, LLC,
Digital PCS, LLC, and The Stockholders Named Herein dated
January 7, 1999.
10.3+ AT&T Wireless Services Network Membership License Agreement
between AT&T Corp. and Tritel, Inc. dated January 7, 1999.
10.4+ Intercarrier Roamer Service Agreement between AT&T Wireless
Services, Inc. and Tritel, Inc. dated January 7, 1999.
10.5+ Amended and Restated Agreement between Telecorp Communications,
Inc., Triton PCS, Inc., Tritel Communications, Inc. and
Affiliate License Co., L.L.C. dated April 16, 1999.
10.6+ Form of Employment Agreement.
10.7 Tritel, Inc. Amended and Restated 1999 Stock Option Plan,
effective January 7, 1999.
10.8+ Form of Restricted Stock Agreements pursuant to the Tritel,
Inc. Amended and Restated 1999 Stock Option Plan.
10.9 Tritel, Inc. Amended and Restated 1999 Stock Option Plan for
Nonemployee Directors, effective January 7, 1999.
10.10+ Amended and Restated Loan Agreement among Tritel Holding Corp.,
Tritel, Inc., The Financial Institutions Signatory thereto, and
Toronto Dominion (Texas), Inc. dated March 31, 1999.
10.11+ First Amendment to Amended and Restated Loan Agreement among
Tritel Holding Corp., Tritel, Inc., The Financial Institutions
Signatory Thereto, and Toronto Dominion (Texas), Inc. dated
April 21, 1999.
10.12+ Master Lease Agreement between Tritel Communications, Inc. and
Crown Communication Inc. dated October 30, 1998.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description Page
------- ------------------- ----
<C> <S> <C>
10.13+ Master Lease Agreement between Signal One, LLC and Tritel
Communications, Inc. dated December 31, 1998.
10.14.1+ Management Agreement between Tritel Management, LLC and
Tritel, Inc. dated January 1, 1999.
10.14.2+ First Amendment to Management Agreement, dated as of September
1, 1999.
10.15+ Master Antenna Site Lease No. D41 between Pinnacle Towers Inc.
and Tritel Communications, Inc. dated October 23, 1998.
10.16+ Installment Payment Plan Note made by Mercury PCS, LLC in
favor of the Federal Communications Commission in the amount
of $42,525,211.95, dated October 9, 1996.
10.17+ First Modification of Installment Payment Plan Note for
Broadband PCS F Block by and between Mercury PCS II, L.L.C.
and the Federal Communications Commission, dated July 2, 1998,
effective as of July 31, 1998.
10.18+ Services Agreement by and between Tritel Communications, Inc.
and Wireless Facilities, Inc., dated July 1, 1999.
10.19+ Letter Agreement by and between Tritel Communications, Inc.
and H.S.I. GeoTrans Wireless, dated July 2, 1998, referring to
a service agreement covering certain Site Acquisition Services
applicable to certain FCC licenses owned or to be acquired by
Tritel.
10.20.1+ Services Agreement by and between Tritel Communications, Inc.
and Galaxy Personal Communications Services, Inc., which is a
wholly owned subsidiary of World Access, Inc., dated as of
June 1, 1998.
10.20.2+ Addendum to June 1, 1998 Services Agreement, dated as of March
23, 1999.
10.21+ Services Agreement by and between Tritel Communications, Inc.
and Galaxy Personal Communications Services, Inc., which is a
wholly-owned subsidiary of World Access, Inc., dated as of
August 27, 1998.
10.22+ Agreement by and between BellSouth Telecommunications, Inc.
and Tritel Communications, Inc., effective as of March 16,
1999.
10.23+ Agreement for Project and Construction Management Services
between Tritel Communications, Inc. and Tritel Finance, Inc.
and Bechtel Corporation, dated November 24, 1998.
10.24+ Services Agreement by and between Tritel Communications, Inc.
and Spectrasite Communications, Inc., dated as of July 28,
1998.
10.25+ Acquisition Agreement Ericsson CMS 8800 Cellular Mobile
Telephone System by and between Tritel Finance, Inc. and
Tritel Communications, Inc. and Ericsson Inc., made and
effective as of December 30, 1998.

10.26+ Securities Purchase Agreement by and among AT&T Wireless PCS
Inc., TWR Cellular, Inc., Cash Equity Investors, Mercury PCS,
LLC, Mercury PCS II, LLC, Management Stockholders and Tritel,
Inc., dated as of May 20, 1998.
10.27+ Closing Agreement by and among AT&T Wireless PCS, Inc., TWR
Cellular, Inc., Cash Equity Investors, Airwave Communications,
LLC, Digital PCS, LLC, Management Stockholders, Mercury
Investor Indemnitors and Tritel, Inc., dated as of January 7,
1999.
10.28+ Master Build To Suit And Lease Agreement between Tritel
Communications, Inc., a Delaware corporation and American
Tower, L.P., a Delaware limited partnership.
10.29+ Master Build To Suit And Lease Agreement between Tritel
Communications, Inc. and SpectraSite Communications, Inc.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description Page
------- ------------------- ----
<C> <S> <C>
10.30+ Master Build To Suit Services And License Agreement between
Tritel Communications, Inc. and Crown Communication Inc.
10.31+ Master Build To Suit And Lease Agreement by and between Tritel
Communications, Inc. and SBA Towers, Inc.
10.32+ Master Site Agreement between Tritel Communications, Inc. and
BellSouth Mobility Inc., dated July 2, 1999.
10.33+ Master Site Agreement between Tritel Communications, Inc. and
BellSouth Mobility PCS, dated March 10, 1999.
10.34+ Consent to Exercise of Option between Tritel, Inc., AT&T
Wireless PCS, Inc., TWR Cellular, Inc. and Management
Stockholders dated May 20, 1999.
10.35+ License Purchase Agreement between Digital PCS, LLC and Tritel,
Inc. dated as of May 20, 1999.
10.36+ Amended and Restated Employment Agreement, dated as of
September 1, 1999. Amended and Restated Employment Agreement,
dated as of September 1, 1999.
10.37+ Stock Purchase Agreement, dated as of September 1, 1999.
10.38+ Mutual Release and Termination Agreement, dated as of September
1, 1999.
21+ Subsidiaries of Tritel, Inc.
23.1 Consent of Brown & Wood LLP (included in Exhibit 5.1 of this
registration statement).
23.2 Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney (included on the signature page of this
registration statement).
27+ Financial Data Schedule.
99.1+ Form of Letter of Transmittal.
</TABLE>
- --------
+ Incorporated by reference to the Registration Statement on Form S-4 (File
No. 333-82509) of Tritel PCS, Inc.
++ Previously filed.

<PAGE>

EXHIBIT 3.3

CERTIFICATE OF AMENDMENT

RESTATED CERTIFICATE OF INCORPORATION

TRITEL, INC.

Tritel, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, at a duly
convened special meeting of its members, as reflected in the minutes of the
Board of Directors, adopted resolutions proposing and declaring advisable the
following amendments to the Restated Certificate of Incorporation of said
corporation:

RESOLVED, that the Restated Certificate of Incorporation of Tritel,
Inc. be amended by changing Section 4.1 and subsections 4.3(d)(ii) and
(iii), 4.5(e)(ii) and (f)(viii), 4.6(a), 4.7(c)(i), 4.9(a)(ii) and
Section 4.11 of the FOURTH Article thereof so that, as amended, said
section or subsections, as the case may be, shall be and read in their
entirety as follows:

"ARTICLE IV

4.1 Classes of Stock. The total number of shares of all classes of
----------------
stock which the Corporation shall have authority to issue is 1,019,100,009,
consisting of (a) 3,100,000 shares of preferred stock, par value $0.01 per share
(the "Preferred Stock"), including 200,000 shares designated "Series A
----------------
Convertible Preferred Stock" (the "Series A Preferred Stock"), 300,000 shares
------------------------
designated "Series B Preferred Stock" (the "Series B Preferred Stock"), 500,000
------------------------
shares designated "Series C Convertible Preferred Stock" (the "Series C
--------
Preferred Stock"), 100,000 shares designated "Series D Convertible Preferred
- ---------------
Stock" (the "Series D Preferred Stock"), and 2,000,000 shares of undesignated
-------------------------
Preferred Stock and (b) 1,016,000,009 shares of common stock, par value $0.01
per share (the "Common Stock"), including 500,000,000 shares designated "Class A
------------
Voting Common Stock" (the "Class A Common Stock"), 500,000,000 shares designated
--------------------
"Class B Non-Voting Common Stock" (the "Class B Common Stock"), 4,000,000 shares
--------------------
designated "Class C Common Stock" (the "Class C Common Stock"), 12,000,000
--------------------
shares designated "Class D Common Stock" (the "Class D Common Stock") and nine
--------------------
shares designated "Voting Preference Common Stock" (the "Voting Preference
-----------------
Common Stock"). (Capitalized terms used herein and not otherwise defined shall
- ------------
have the meanings set forth in Section 4.11.)
<PAGE>

4.3 Powers, Preferences and Rights of the Series A Preferred Stock.
--------------------------------------------------------------

(d) Voting Rights; Election of Director.
-----------------------------------

(ii) Unless the consent or approval of a greater number of shares
shall then be required by law, the affirmative vote of the holders of a
majority of the outstanding shares of Series A Preferred Stock in person or
by proxy, at each special and annual meeting of stockholders called for the
purpose, shall be necessary to (A) authorize, increase the authorized
number of shares of or issue (including on conversion or exchange of any
convertible or exchangeable securities or by reclassification) any shares
of any class or classes of Senior Stock or Parity Stock or any additional
shares of Series A Preferred Stock, (B) authorize, adopt or approve each
amendment to this Restated Certificate of Incorporation that would increase
or decrease the par value of the shares of Series A Preferred Stock, alter
or change the powers, preferences or rights of the shares of Series A
Preferred Stock or alter or change the powers, preferences or rights of any
other capital stock of the Corporation if after such alteration or change
such capital stock would be Senior Stock or Parity Stock, (C) amend, alter
or repeal any provision of this Restated Certificate of Incorporation so as
to affect the shares of Series A Preferred Stock adversely, or (D)
authorize or issue any security convertible into, exchangeable for or
evidencing the right to purchase or otherwise receive any shares of any
class or classes of Senior Stock or Parity Stock.

(iii) So long as the Initial Holders own at least two-thirds (2/3) of
the number of shares of Series A Preferred Stock owned by them in the
aggregate on January 7, 1999, holders of shares of Series A Preferred Stock
shall have the exclusive right, voting separately as a single class, to
nominate two directors of the Corporation. The foregoing right to nominate
two directors may be exercised at any annual meeting of stockholders or at
a special meeting of stockholders or holders of Series A Preferred Stock
held for such purpose or any adjournment thereof, or by written consent
delivered to the Secretary of the Corporation, by the holders of a majority
of the issued and outstanding shares of Series A Preferred Stock.
Notwithstanding the foregoing, the Initial Holders shall have the right,
exercisable at any time by written notice delivered to the Secretary of the
Corporation, to surrender and cancel irrevocably such right to nominate
directors of the Corporation. In the event any director so nominated by
the Initial Holders ceases to be a director of the Corporation during such
director's term (whether or not such director resigns, is removed from the
Board of Directors with or without cause or ceases to be a director by
reason of death, disability or for any other reason), the Initial Holders
shall have the right to designate a replacement for such director, and the
Corporation shall cause to be elected for the remainder of the term of any
director so replaced any person designated by the Initial Holders, upon
written notice to the Corporation and the other members of the Board of
Directors which notice shall set forth the name of the member being
replaced and the name of the new member.

4.5 Powers, Preferences and Rights of the Series C Preferred Stock
--------------------------------------------------------------

(e) Conversion.
----------

2
<PAGE>

(ii) Automatic Conversion. Upon the IPO Date, each share of Series C
--------------------
Preferred Stock then outstanding shall automatically be converted into such
number of fully paid and non-assessable shares of Class A Common Stock of
the Corporation as is determined by dividing the Liquidation Preference by
the Current Conversion Price then in effect; provided that, unless and
--------
until the Tracked Common Stock shall be convertible into Class A Common
Stock or Class B Common Stock in accordance with Section 4.7(e)(iii), in
lieu of each share of Class A Common Stock issuable to a holder of Series C
Preferred Stock pursuant to this paragraph, such holder shall instead
receive .932656 shares of Class A Common Stock and .067344 shares of Class
D Common Stock, until an aggregate of 4,962,804 shares of Class D Common
Stock (or, if the Series D Preferred Stock shall theretofore have been
converted into Series C Preferred Stock, an aggregate of 6,212,012 shares
of Class D Common Stock) shall have been issued.

(f) Adjustments to Conversion Price
-------------------------------

(viii) Excluded Stock. As used in this Section 4.5(f), "Excluded
--------------
Stock" shall mean (A) a maximum of that number of shares representing 5% of all
shares of Common Stock outstanding on January 7, 1999 on a Fully-Diluted Basis
(such amount to be appropriately adjusted in the event of any stock dividend,
stock split or combination, or similar recapitalization affecting the Common
Stock) consisting of Common Stock or options for the purchase thereof issued,
sold or granted, in the past or future, by the Corporation to its employees,
directors or consultants pursuant to bona fide employee stock purchase, option
or similar benefit plans or other arrangements approved by the Board of
Directors of the Corporation, including the three directors nominated by the
Cash Equity Investors and the two directors nominated by AT&T PCS pursuant to
the Stockholders Agreement, (B) with the approval of holders of a majority of
the outstanding shares of Series C Preferred Stock, a maximum of 5% of the
outstanding shares of Common Stock on a Fully-Diluted Basis consisting of Common
Stock or Convertible Securities issued to creditors in connection with the
incurrence of indebtedness, and (C) any shares of Series C Preferred Stock or
Common Stock issued upon conversion of Preferred Stock as provided herein.

4.6 Powers, Preferences and Rights of the Series D Preferred Stock.
--------------------------------------------------------------

(a) General. The powers, preferences and rights of the Series D
-------
Preferred Stock, and the qualifications, limitations, and restrictions thereof,
shall be identical to those of the Series C Preferred Stock, except that (i) the
Series D Preferred Stock shall rank with respect to the other series and classes
of capital stock of the Corporation as provided in paragraph (b) below; (ii) in
addition to the conversion rights set forth in Section 4.5(e) (subject to clause
(iv) below), shares of Series D Preferred Stock shall be convertible at the
option of the holder thereof, at any time and from time to time, into an
equivalent number of fully paid and non-assessable shares of Series C Preferred
Stock, any such conversion being made in accordance with the applicable
provisions of Section 4.5(e); (iii) the shares of Series D Preferred Stock shall
not have any right to vote on any matters to be voted on by the stockholders of
the Corporation, and the shares of Series D Preferred Stock shall not be
included in determining the number of shares voting or entitled to vote on any
such matters, except that it shall have the right to vote on matters specified
in Section 4.5(d)(ii) or as otherwise provided by law; (iv) (A) unless and until
the Tracked Common Stock shall be convertible into Class A Common Stock or Class
B

3
<PAGE>

Common Stock in accordance with Section 4.7(e)(iii), in lieu of each share of
Class A Common Stock issuable to a holder of Series D Preferred Stock pursuant
to clause (ii) above, such holder shall instead receive .932656 shares of Class
A Common Stock and .067344 shares of Class D Common Stock, until an aggregate of
1,249,208 shares of Class D Common Stock shall have been issued and (B) shares
of Series D Preferred Stock shall not be subject to automatic conversion upon
the IPO Date in accordance with Section 4.5(e)(ii); provided, however, that (x)
-------- -------
on and after the IPO Date, the Liquidation Preference shall be deemed to be the
Liquidation Preference as of the IPO Date and (y) the words "Series D Preferred
Stock" and "Series C Preferred Stock" shall be substituted for all references in
Section 4.5 to Series C Preferred Stock and Series D Preferred Stock,
respectively.

4.7 Common Stock
------------

(i) The holders of shares of Common Stock shall be entitled to
such voting rights as hereinafter provided, and shall be entitled to
notice of any stockholders' meeting and to vote upon such matters as
provided herein and in the Bylaws of the Corporation, and as may be
provided by law. Holders of any class of Common Stock shall not be
entitled to cumulate their votes for any purpose. Except as otherwise
required by law or provided herein, regardless of the number of shares
of any class of Common Stock then outstanding, each class of Common
Stock shall be entitled to the number of votes enumerated below and
the number of votes or fractional votes to which each share of a
particular class of Common Stock shall be entitled shall be the
quotient determined by dividing the aggregate number of votes to which
such class of Common Stock is entitled by the number of shares of such
class of Common Stock then outstanding. Except as otherwise required
by law or provided herein, the Class A Common Stock, together with the
Series C Preferred Stock, shall have 4,990,000 votes; the Class B
Common Stock shall have no votes; the Class C Common Stock shall have
no votes; the Class D Common Stock shall have no votes; and the Voting
Preference Common Stock shall have 5,010,000 votes. Any action
required or permitted to be taken by stockholders entitled to vote on
such action must be effected at a duly called annual or special
meeting of such stockholders of the Corporation and may not be
effected by any consent in writing in lieu of a meeting of such
stockholders.

4.9 Exchange of Capital Stock
-------------------------

(a) Right to Exchange.
-----------------

(ii) require each Initial Holder and each Section 4.9 Transferee
to exchange, for a number of shares of Series B Preferred Stock
determined in accordance with paragraph (b) below, either (A) all of
the shares of Series D Preferred Stock owned by such Initial Holder on
January 7, 1999 (or shares of Series C Preferred Stock or Common Stock
into which such shares or any shares of Series A Preferred Stock or
Series C Preferred Stock shall have been converted) and that such
Initial Holder or such Section 4.9 Transferee, as the case may be,
continues to own on the date of delivery of the

4
<PAGE>

Exchange Notice (any such shares of Series D Preferred Stock, Series C
Preferred Stock or Common Stock being referred to hereinafter
collectively as "Original Shares") or (B) a number of Original Shares
---------------
of Series D Preferred Stock, Series C Preferred Stock and/or Common
Stock, as the case may be, equal to the product of (x) the number of
Original Shares of Series D Preferred Stock, Series C Preferred Stock
and/or Common Stock, as the case may be, then owned by each such
holder, multiplied by (y) a fraction, the numerator of which is equal
to the number of POPs in the Overlap Territory and the denominator of
which is equal to the total number of POPs in the Territory;"

RESOLVED, that the Restated Certificate of Incorporation of
Tritel, Inc. be amended by changing Section 4.11 of the FOURTH
Article by substituting "January 7, 1999" for "the date hereof"
in the second line of the definition of "Section 4.9
Transferee."

RESOLVED, that, on the IPO Date (as defined in the Restated
Certificate of Incorporation of Tritel, Inc.), the Restated
Certificate of Incorporation of Tritel, Inc. be amended by
changing the FIFTH Article thereof so that, as amended, said
Article shall be and read as follows:

"ARTICLE V

5.1 Stockholders Agreement. So long as the provisions of Section 3.1
----------------------
of the Stockholders Agreement are in full force and effect, the directors shall
be classified with respect to voting by dividing them into three classes, as
follows: (a) directors elected pursuant to Section 3.1(b) of the Stockholders
Agreement ("Class A Directors"), (ii) directors elected pursuant to Section
-----------------
3.1(d)(i)(y) of the Stockholders Agreement ("Class B Directors"), and all other
-----------------
directors of the Corporation ("Class C Directors"). Each of the Class A
-----------------
Directors shall have a number of votes equal to a fraction, the numerator of
which is two and the denominator of which is the number of directors elected to
the Board of Directors pursuant to such Section 3.1(b) and then serving thereon,
on all matters requiring the vote or consent of the Board of Directors. Each of
the Class B Directors shall have a number of votes equal to a fraction, the
numerator of which is three and the denominator of which is the number of
directors elected to the Board of Directors pursuant to such Section 3.1
(d)(i)(y) and then serving thereon, on all matters requiring the vote or consent
of the Board of Directors. Each of the Class C Directors shall have one vote on
all matters requiring the vote or consent of the Board of Directors. Election
of directors need not be by written ballot. In the event of a conflict between
the provisions of this paragraph and the provisions of the Bylaws of the
Corporation, the provisions of this paragraph shall control.

5.2 Staggered Board. The directors shall be divided into three
---------------
classes, as nearly equal in number as possible, by a majority of the directors
then holding office. One class of directors shall be appointed for a term
expiring at the annual meeting of stockholders to be held in 2000, another class
shall be appointed for a term expiring at the

5
<PAGE>

annual meeting of stockholders to be held in 2001, and another class shall be
appointed for a term expiring at the annual meeting of stockholders to be held
in 2002. Members of each class shall hold office until their successors are
elected and qualified. At each annual meeting of the stockholders of the
Corporation commencing with the 2000 annual meeting, directors elected to
succeed those directors whose terms then expire shall be elected at such meeting
to hold office for a term expiring at the third succeeding annual meeting of
stockholders after their election, with each director to hold office until his
or her successor shall have been duly elected and qualified.

5.3 For Cause Termination. Subject to the rights, if any, of the
---------------------
holders of any and all series of Preferred Stock to elect additional directors
pursuant to the terms and conditions of such Preferred Stock, any Director may
be removed from office by the stockholders only for cause and only in the
following manner. At any annual or special meeting of the stockholders of the
Corporation, the notice of which shall state that the removal of a director or
directors is among the purposes of the meeting, the affirmative vote of the
holders of at least a majority of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of the directors, voting
together as a single class, may remove such director or directors for cause.

5.4 Newly Created Directorships and Vacancies. Subject to the rights,
-----------------------------------------
if any, of the holders of any and all series of Preferred Stock to elect
additional directors pursuant to the terms and conditions of such Preferred
Stock, vacancies resulting from death, resignation, retirement,
disqualification, removal from office or other cause, and newly created
directorships resulting from any increase in the authorized number of directors,
may be filled only by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors, and directors so
chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which they have been
elected expires and until such director's successor shall have been duly elected
and qualified. No decrease in the number of authorized directors constituting
the Board of Directors shall shorten the term of any incumbent director.

5.5 Additional Rights of Certain Stockholders Regarding Directors.
-------------------------------------------------------------
Notwithstanding anything to the contrary contained in this Restated Certificate
of Incorporation, so long as a Stockholder (as such term is defined in the
Stockholders' Agreement) or group of Stockholders has the right to nominate one
or more of the directors of the Corporation pursuant to the terms of the
Stockholders' Agreement or this Restated Certificate of Incorporation
(including, without limitation, the right of the Initial Holders to nominate
directors pursuant to Section 4.3(d)(iii) hereof), then, with respect to any
directors so nominated by such Stockholder or group of Stockholders, such
Stockholder or group of Stockholders, as the case may be, shall have the right
to cause the Corporation to remove any director so nominated by such Stockholder
or group of Stockholders, as the case may be, with or without cause, and to
cause any vacancy caused by the removal of such director or otherwise during the
term of such director (whether or not such director resigns, is removed from the
Board of Directors with or without cause or ceases to be a director by reason of
death, disability, resignation, retirement, disqualification or for any other
reason) to be filled in accordance with the terms of the Stockholders' Agreement
and this Restated Certificate of Incorporation."

6
<PAGE>

RESOLVED, that, on the IPO Date, the Restated Certificate of
Incorporation of Tritel, Inc. be amended by changing the SIXTH Article
thereof so that, as amended, said Article shall be and read as
follows:

"ARTICLE VI

6.1 Amendment of Restated Certificate of Incorporation. Subject to the
--------------------------------------------------
separate class vote requirements relating to any class or series of Preferred
Stock, any amendment, repeal, or other alteration of this Restated Certificate
of Incorporation shall require the affirmative vote of at least two-thirds of
the outstanding shares of capital stock of the Corporation entitled to vote in
the election of directors. Subject to the foregoing, the Corporation reserves
the right to amend, alter, change or repeal any provision contained in this
Restated Certificate of Incorporation, in the manner now or hereafter prescribed
by statute and this Restated Certificate of Incorporation, and all rights
conferred upon a stockholder, director or officer herein, are granted subject to
this reservation.

6.2 Amendment of the Bylaws. In furtherance and not in limitation of
-----------------------
the powers conferred by the laws of the State of Delaware, a majority of the
whole number of the Board of Directors is expressly authorized to adopt, alter,
amend and repeal the Bylaws of the Corporation (the "Bylaws"), subject to the
power of the stockholders of the Corporation to alter or repeal any bylaw
whether adopted by them or otherwise; provided, however, that the affirmative
vote of at least two-thirds of the outstanding shares of capital stock entitled
to vote in the election of directors will be required for stockholders to adopt,
amend, alter or repeal any provision of the Bylaws. Notwithstanding anything to
the contrary contained in this Section 6.2, the rights of any Stockholder or
group of Stockholders under Section 1.1(g) of the Bylaws shall not be amended,
altered or repealed without the prior written approval of any such Stockholder
or group of Stockholders."

SECOND: That in lieu of a meeting and vote of stockholders, written
notice of the adoption of the amendments has been given as provided in Section
228 of the General Corporation Law of the State of Delaware to every stockholder
entitled to such notice.

THIRD: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed this Certificate of Amendment this __th day of December, 1999.

____________________________
Name:
Title:

<PAGE>

EXHIBIT 3.4

================================================================================

Tritel, Inc.

AMENDED AND RESTATED
BYLAWS

Adopted as of December __, 1999

================================================================================
<PAGE>

Table of Contents
Page
----

ARTICLE 1.
STOCKHOLDERS

1.1. Annual Meeting................................................... 1
1.2. Special Meetings................................................. 3
1.3. Notice of Meetings; Waiver....................................... 3
1.4. Quorum........................................................... 4
1.5. Voting........................................................... 4
1.6. Voting by Ballot................................................. 4
1.7. Adjournment...................................................... 4
1.8. Proxies.......................................................... 4
1.9. Organization; Procedure.......................................... 5

ARTICLE 2.
BOARD OF DIRECTORS

2.1. General Powers.................................................. 5
2.2. Number and Term of Office....................................... 5
2.3. Election of Directors; Term of Office; Removal.................. 5
2.4. Annual and Regular Meetings..................................... 5
2.5. Special Meetings; Notice........................................ 6
2.6. Quorum; Voting.................................................. 6
2.7. Adjournment..................................................... 6
2.8. Action Without a Meeting........................................ 6
2.9. Regulations; Manner of Acting; Chairman......................... 6
2.10. Action by Telephonic Communications............................. 7
2.11. Resignation..................................................... 7
2.12. Compensation.................................................... 7
2.13. Reliance on Accounts and Reports, etc........................... 7

ARTICLE 3.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES

3.1. How Constituted.................................................. 7
3.2. Powers........................................................... 8
3.3. Quorum; Voting................................................... 8
3.4. Action without a Meeting......................................... 8
3.5. Regulations; Manner of Acting.................................... 8
3.6. Action by Telephonic Communications.............................. 8
3.7. Resignation...................................................... 8
3.8. Removal.......................................................... 8
3.9. Vacancies........................................................ 9

i
<PAGE>

ARTICLE 4.
OFFICERS

4.1. Titles.......................................................... 9
4.2. Election........................................................ 9
4.3. Salaries........................................................ 9
4.4. Removal and Resignation; Vacancies.............................. 9
4.5. Authority and Duties............................................ 9
4.6. The Chief Executive Officer..................................... 9
4.7. The President................................................... 10
4.8. Chief Operating Officer......................................... 10
4.9. Executive Vice President/Treasurer/Chief Financial Officer...... 10
4.10. The Vice Presidents............................................. 11
4.11. The Secretary................................................... 12
4.12. Additional Officers............................................. 12
4.13. Security........................................................ 12

ARTICLE 5.
CAPITAL STOCK

5.1. Certificates of Stock, Uncertificated Shares..................... 13
5.2. Signatures; Facsimile............................................ 13
5.3. Lost, Stolen or Destroyed Certificates........................... 13
5.4. Transfer of Stock................................................ 13
5.5. Record Date...................................................... 14
5.6. Registered Stockholders.......................................... 14
5.7. Transfer Agent and Registrar..................................... 14

ARTICLE 6.
INDEMNIFICATION

6.1. Indemnification................................................... 15
6.2. Definition........................................................ 15

ARTICLE 7.
OFFICES

7.1. Registered Office................................................. 15
7.2. Other Offices..................................................... 15

ARTICLE 8.
GENERAL PROVISIONS

8.1. Dividends....................................................... 15
8.2. Reserves........................................................ 16
8.3. Execution of Instruments........................................ 16
8.4. Corporate Indebtedness.......................................... 16
8.5. Deposits........................................................ 16

ii
<PAGE>

8.6. Checks.......................................................... 16
8.7. Sale, Transfer, etc. of Securities.............................. 16
8.8. Voting as Stockholder........................................... 17
8.9. Fiscal Year..................................................... 17
8.10. Seal............................................................ 17
8.11. Books and Records............................................... 17

ARTICLE 9.
AMENDMENT OF BYLAWS

9.1. Amendment......................................................... 17

ARTICLE 10.
CONSTRUCTION

10.1. Construction.................................................... 17

iii
<PAGE>

AMENDED AND RESTATED BYLAWS

Tritel, Inc.

ARTICLE 1.

STOCKHOLDERS

1.1. Annual Meeting.
--------------

(a) The annual meeting of the stockholders of the Corporation for the
election of directors and for the transaction of such other business as may
properly come before such meeting shall be held at such place, either within or
without the State of Delaware, at 9:00 A.M. on the second (2nd) Wednesday of
each April of each year (or, if such day is a legal holiday, then on the next
succeeding business day), or at such other date and hour, as may be fixed from
time to time by resolution of the Board of Directors and set forth in the notice
or waiver of notice of the meeting.

(b) Nominations of persons for election to the Board of Directors of the
Corporation and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders (i) pursuant to the
Corporation's notice of meeting delivered pursuant to Section 1.3 of these
Amended and Restated Bylaws, (ii) by or at the direction of the Board of
Directors, or (iii) by any stockholder of the Corporation who is entitled to
vote at the meeting, who has complied with the notice procedures set forth in
paragraphs (c) and (d) of this Section 1.1 and who was a stockholder of record
at the time such notice is delivered to the Secretary of the Corporation.

(c) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (iii) of paragraph 1.1(b) of
this Bylaw, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation and, in the case of business other than
nominations, such other business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder's notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not less
than ninety (90) days nor more than one hundred and twenty (120) days prior to
the first anniversary of the preceding year's annual meeting; provided however,
that with respect to the annual meeting to be held in 2000, the anniversary date
shall be deemed to be May 1, 2000; provided further, that in the event that the
date of the annual meeting is advanced by more than thirty (30) days, or delayed
by more than ninety (90) days, from such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the one hundred
and twentieth (120th) day prior to such annual meeting and not later than the
close of business on the later of the ninetieth (90th) day prior to such annual
meeting or the tenth day following the day on which public announcement (as
defined below) of the date of such meeting is first made. In no event shall the
public announcement of an adjournment or postponement of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
in this Section 1.1. Such stockholder's notice shall set forth (i) as to each
person whom the stockholder and the beneficial owner, if any, on whose behalf
the nomination is made proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in
<PAGE>

solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14a-11
thereunder, including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected; (ii) as to any
other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting (and in the event that such
business includes a proposal to amend either the Restated Certificate of
Incorporation or the Bylaws, the language of the proposed amendment) and any
material interest in such business of such stockholder and the beneficial owner,
if any, on whose behalf the proposal is made; and (iii) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (A) the name and address of such stockholder and
such beneficial owner, as they appear on the Corporation's books and (B) the
class and number of shares of the Corporation which are owned beneficially and
of record by such stockholder and such beneficial owner.

(d) Except as otherwise provided by law, the Restated Certificate of
Incorporation or these Amended and Restated Bylaws, the Chairman of the Board
(or in his absence the President) shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this bylaw and, if any
proposed nomination or business is not in compliance with this bylaw, to declare
that such defective proposal or nomination shall be disregarded.

(e) Notwithstanding anything in the second (2nd) sentence of paragraph (c)
of this Section 1.1 to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the Corporation
at least one hundred (100) days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this bylaw shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.

(f) Notwithstanding the foregoing provisions contained in subsections
(a)-(e) of this bylaw, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this bylaw. Nothing in this bylaw shall be
deemed to affect any rights of stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(g) Notwithstanding anything to the contrary contained in these Bylaws, so
long as a Stockholder (as such term is defined in the Stockholders' Agreement)
or group of Stockholders has the right to nominate one or more of the directors
of the Corporation pursuant to the terms of the Stockholders' Agreement or the
Restated Certificate of Incorporation, as the case may be, then, with respect to
any directors which such Stockholder or group of Stockholders has the right to
nominate, such Stockholder or group of Stockholders, as the case may be, shall
have the right to so nominate such director by written notice to the Corporation
which notice shall set forth the name of the person being nominated. The
Corporation shall

2
<PAGE>

deliver written notice to the Stockholder or group of Stockholders, as the case
may be, so entitled to elect such director of the date the Corporation proposes
to distribute any proxy solicitation materials for its annual meeting at least
thirty 30 days prior to such earliest proposed distribution date so as to enable
any Stockholder or group of Stockholders, as the case may be, so entitled to
nominate such directors to give notice to the Corporation of the persons to be
nominated thereby in accordance with the Certificate of Incorporation or the
Stockholders' Agreement, as applicable. The Corporation shall include in any
proxy solicitation materials related to the election of members of the Board of
Directors information and recommendations of the Board to effect the nomination
of any directors so designated by any Stockholder or group of Stockholders, as
the case may be, so entitled to nominate such directors. As used herein the term
"Stockholders' Agreement" means the Stockholders' Agreement dated as of January
7, 1999, as amended, among the Corporation and the stockholders named therein,
as the same may be amended, modified or supplemented in accordance with the
terms thereof.

For purposes of these Bylaws, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 of 15(d) of the Exchange Act.

1.2. Special Meetings.
----------------

(a) Special meetings of the stockholders may be called at any time by the
Chairman of the Board (or, in the event of his absence or disability, by the
President), or by the Board of Directors. A special meeting shall be called by
the Chairman of the Board (or, in the event of his absence or disability, by the
President), or by the Secretary, immediately upon receipt of a written request
therefor by stockholders holding in the aggregate not less than 35% of the
outstanding shares of the Corporation at the time entitled to vote at any
meeting of the stockholders. If such officers or the Board of Directors shall
fail to call such meeting within 20 days after receipt of such request, any
stockholder executing such request may call such meeting. Any such special
meeting of the stockholders shall be held at such place, within or without the
State of Delaware, as shall be specified in the notice or waiver of notice
thereof.

(b) Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting pursuant to Section 1.3 of these Amended and
Restated Bylaws. Subject to Section 1.1(f), nominations of persons for election
to the Board of Directors may be made at a special meeting of stockholders at
which directors are to be elected pursuant the Corporation's notice of meeting
(i) by or at the direction of the Board of Directors or (ii) by any stockholder
of the Corporation who is entitled to vote at the meeting, who complies with the
notice procedures set forth in this bylaw and who is a stockholder of record at
the time such notice is delivered to the Secretary of the Corporation. In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate such number of persons for election to such position(s) as are
specified in the Corporation's Notice of Meeting, if the stockholder's notice as
required by paragraph (c) of Section 1.1 of these Amended and Restated Bylaws
shall be delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the one hundred and twentieth (120th) day prior to
such special meting and not later than the close of business on the later of the

3
<PAGE>

ninetieth (90th) day prior to such special meeting or the tenth day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meting. In no event shall the public announcement of an adjournment or
postponement of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.

1.3. Notice of Meetings; Waiver. The Secretary or any Assistant Secretary shall
--------------------------
cause written notice of the place, date and hour of each meeting of the
stockholders, and, in the case of a special meeting, the purpose or purposes for
which such meeting is called, to be given personally or by mail, not less than
ten (10) nor more than sixty (60) days before the date of the meeting, to each
stockholder of record entitled to vote at such meeting. If such notice is
mailed, it shall be deemed to have been given to a stockholder when deposited in
the United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the record of stockholders of the Corporation, or, if
he shall have filed with the Secretary a written request that notices to him be
mailed to some other address, then directed to him at such other address. Such
further notice shall be given as may be required by law.

Whenever notice is required to be given to stockholders hereunder, a
written waiver, signed by a stockholder, whether before or after the time stated
therein, shall be deemed equivalent to notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in a written waiver of notice. The attendance of
any stockholder at a meeting of stockholders shall constitute a waiver of notice
of such meeting, except when the stockholder attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

1.4. Quorum. Except as otherwise required by law or by the Restated Certificate
------
of Incorporation, the presence in person or by proxy of the holders of record of
a majority of the shares entitled to vote at a meeting of stockholders shall
constitute a quorum for the transaction of business at such meeting.

1.5. Voting. Except as set forth in the Restated Certificate of Incorporation,
------
if, pursuant to Section 5.5 of these Bylaws, a record date has been fixed, every
holder of record of shares entitled to vote at a meeting of stockholders shall
be entitled to one vote for each share outstanding in his name on the books of
the Corporation at the close of business on such record date. If no record date
has been fixed, then every holder of record of shares entitled to vote at a
meeting of stockholders shall be entitled to one vote for each share of stock
standing in his name on the books of the Corporation at the close of business on
the day preceding the day on which notice of the meeting is given, or, if notice
is waived, at the close of business on the day preceding the day on which the
meeting is held. Except as otherwise required by law or by the Restated
Certificate of Incorporation, the vote of a majority of the shares represented
in person or by proxy at any meeting at which a quorum is present shall be
sufficient for the transaction of any business at such meeting.

1.6. Voting by Ballot. No vote of the stockholders need be taken by written
----------------
ballot or conducted by inspectors of election, unless otherwise required by law.
Any vote which need not be taken by ballot may be conducted in any manner
approved by the meeting.

4
<PAGE>

1.7. Adjournment. If a quorum is not present at any meeting of the
-----------
stockholders, the stockholders present in person or by proxy shall have the
power to adjourn any such meeting from time to time until a quorum is present.
Notice of any adjourned meeting of the stockholders of the Corporation need not
be given if the place, date and hour thereof are announced at the meeting at
which the adjournment is taken, provided, however, that if the adjournment is
for more than thirty (30) days, or if after the adjournment a new record date
for the adjourned meeting is fixed pursuant to Section 5.5 of these Bylaws, a
notice of the adjourned meeting, conforming to the requirements of Section 1.3
hereof, shall be given to each stockholder of record entitled to vote at such
meeting. At any adjourned meeting at which a quorum is present, any business may
be transacted that might have been transacted on the original date of the
meeting.

1.8. Proxies. Any stockholder entitled to vote at any meeting of the
-------
stockholders or to express consent to or dissent from corporate action without a
meeting may, by a written instrument signed by such stockholder or his
attorney-in-fact, authorize another person or persons to vote at any such
meeting or express such consent or dissent for him without a meeting by proxy.
No such proxy shall be voted or acted upon after the expiration of three (3)
years from the date of such proxy, unless such proxy provides for a longer
period. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where applicable law provides that a proxy
shall be irrevocable. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by filing with the Secretary another
duly executed proxy bearing a later date.

1.9. Organization; Procedure. At every meeting of stockholders, the presiding
-----------------------
officer shall be the Chairman of the Board or, in the event of his absence or
disability, the Chief Executive Officer or, in the event of his absence or
disability, a presiding officer chosen by a majority of the stockholders present
in person or by proxy. The Secretary, or in the event of his absence or
disability, the Assistant Secretary, if any, or if there be no Assistant
Secretary, an appointee of the presiding officer, shall act as Secretary of the
meeting. The order of business and all other matters of procedure at every
meeting of stockholders may be determined by such presiding officer.

ARTICLE 2.

BOARD OF DIRECTORS

2.1. General Powers. Except as may otherwise be provided by law, by the
--------------
Restated Certificate of Incorporation or by these Bylaws, the property, affairs
and business of the Corporation shall be managed by and under the direction of
the Board of Directors, and the Board of Directors may exercise all the powers
of the Corporation.

2.2. Number and Term of Office. The number of Directors constituting the entire
-------------------------
Board of Directors shall be not less than one or more than thirteen (13) with
actual number thereof serving from time to time to be determined, within such
variable minimum and maximum range, by resolution of the stockholders or the
Board of Directors. Each Director

5
<PAGE>

(whenever elected) shall hold office until his successor has been duly elected
and qualified, or until his earlier death, resignation or removal.

2.3. Election of Directors; Term of Office; Removal. Directors shall be elected
----------------------------------------------
at each annual meeting of the stockholders. The classification of the Board of
Directors, the term of each class of Directors, and removal of Directors and the
filing of newly created directorships and vacancies on the Board shall be as set
forth in the Restated Certificate of Incorporation. If the annual meeting for
the election of Directors is not held on the date designated therefor, the
Directors shall cause the meeting to be held as soon thereafter as convenient.
At each meeting of the stockholders for the election of Directors, provided a
quorum is present, the Directors shall be elected by a plurality of the votes
validly cast in such election.

2.4. Annual and Regular Meetings. The annual meeting of the Board of Directors
---------------------------
for the purpose of electing officers and for the transaction of such other
business as may come before the meeting shall be held as soon as possible
following adjournment of the annual meeting of the stockholders at the place of
such annual meeting of the stockholders. Notice of such annual meeting of the
Board of Directors need not be given. The Board of Directors from time to time
may by resolution provide for the holding of regular meetings and fix the place
(which may be within or without the State of Delaware) and the date and hour of
such meetings. Notice of regular meetings need not be given, provided, however,
that if the Board of Directors shall fix or change the time or place of any
regular meeting, notice of such action shall be mailed promptly, or sent by
telegram, facsimile or cable, to each Director who shall not have been present
at the meeting at which such action was taken, addressed to him at his usual
place of business, or shall be delivered to him personally. Notice of such
action need not be given to any Director who attends the first regular meeting
after such action is taken without protesting the lack of notice to him, prior
to or at the commencement of such meeting, or to any Director who submits a
signed waiver of notice, whether before or after such meeting.

2.5. Special Meetings; Notice. Special meetings of the Board of Directors shall
------------------------
be held whenever called by the Chairman of the Board or, in the event of his
absence or disability, by the Chief Executive Officer, at such place (within or
without the State of Delaware), date and hour as may be specified in the
respective notices or waivers of notice of such meetings. Special meetings of
the Board of Directors may be called on twenty four (24) hours' notice, if
notice is given to each Director personally or by telephone or facsimile, or on
five (5) days' notice, if notice is mailed to each Director, addressed to him at
his usual place of business. Notice of any special meeting need not be given to
any Director who attends such meeting without protesting the lack of notice to
him, prior to or at the commencement of such meeting, or to any Director who
submits a signed waiver of notice, whether before or after such meeting, and any
business may be transacted thereat.

2.6. Quorum; Voting. At all meetings of the Board of Directors, the presence of
--------------
Directors holding a majority of the voting power of all Directors shall
constitute a quorum for the transaction of business. Except as otherwise
required by law or the Restated Certificate of Incorporation, the vote of
Directors holding a majority of the voting power of all Directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors.

6
<PAGE>

2.7. Adjournment. Directors holding a majority of the voting power of all
-----------
Directors present, whether or not a quorum is present, may adjourn any meeting
of the Board of Directors to another time or place. No notice need be given of
any adjourned meeting unless the time and place of the adjourned meeting are not
announced at the time of adjournment, in which case notice conforming to the
requirements of Section 2.5 shall be given to each Director.

2.8. Action Without a Meeting. Any action required or permitted to be taken at
------------------------
any meeting of the Board of Directors may be taken without a meeting if all
members of the Board of Directors consent thereto in writing, and such writing
or writings are filed with the minutes of proceedings of the Board of Directors.

2.9. Regulations; Manner of Acting; Chairman. To the extent consistent with
---------------------------------------
applicable law, the Restated Certificate of Incorporation and these Bylaws, the
Board of Directors may adopt such rules and regulations for the conduct of
meetings of the Board of Directors and for the management of the property,
affairs and business of the Corporation as the Board of Directors may deem
appropriate. The Directors shall act only as a Board, and the individual
Directors shall have no power as such. The Board shall elect a Chairman by vote
of Directors holding a majority of the voting power of all Directors present at
any meeting at which a quorum is present. The Chairman of the Board shall
preside at all meetings of the stockholders and directors. He shall also perform
all duties and exercise all powers usually pertaining to the office of a
chairman of the board of a corporation.

2.10. Action by Telephonic Communications. Members of the Board of Directors
-----------------------------------
may participate in a meeting of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this provision shall constitute presence in person at such meeting.

2.11. Resignation. Any Director may resign at any time by delivering a written
-----------
notice of resignation, signed by such Director, to the Chairman of the Board,
the President or the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.

2.12. Compensation. The amount, if any, which each Director shall be entitled
------------
to receive as compensation for his services as such shall be fixed from time to
time by resolution of the Board of Directors.

2.13. Reliance on Accounts and Reports, etc. A member of the Board of
--------------------------------------
Directors, or a member of any Committee designated by the Board of Directors,
shall, in the performance of his duties, be fully protected in relying in good
faith upon the records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of the Corporation's
officers or employees, or Committees of the Board of Directors, or by any other
person as to matters the member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation, including without limitation
independent certified public accountants and appraisers.

7
<PAGE>

ARTICLE 3.

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

3.1. How Constituted. The Board of Directors may designate one or more
---------------
Committees, including an Executive Committee, each such Committee to consist of
such number of Directors as from time to time may be fixed by the Board of
Directors. The Board of Directors may designate one or more directors as
alternate members of any such Committee, who may replace any absent or
disqualified member or members at any meeting of such Committee. In addition,
unless the Board of Directors has so designated an alternate member of such
Committee, in the absence or disqualification of a member of such Committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Thereafter, members (and alternate
members, if any) of each such Committee may be designated at the annual meeting
of the Board of Directors. Any such Committee may be abolished or redesignated
from time to time by the Board of Directors. Each member (and each alternate
member) of any such Committee (whether designated at an annual meeting of the
Board of Directors or to fill a vacancy or otherwise) shall hold office until
his successor shall have been designated or until he shall cease to be a
Director, or until his earlier death, resignation or removal.

3.2. Powers. Each Committee shall have and may exercise such powers of the
------
Board of Directors as may be provided by resolution of the Board, provided, that
neither the Executive Committee nor any such other Committee shall have the
power or authority to (i) approve or adopt, or recommend to the stockholders,
any action or matter expressly required by the General Corporation Law of the
State of Delaware to be submitted to stockholders for approval or (ii) adopt,
amend or repeal any of these Bylaws. Each Committee may be granted by the Board
of Directors power to authorize the seal of the Corporation to be affixed to any
or all papers which may require it.

3.3. Quorum; Voting. Except as may be otherwise provided in the resolution
--------------
creating such Committee, at all meetings of any Committee the presence of
members (or alternate members) constituting a majority of the total authorized
membership of such Committee shall constitute a quorum for the transaction of
business. The act of a majority of the members present at any meeting at which a
quorum is present shall be the act of such Committee.

3.4. Action without a Meeting. Any action required or permitted to be taken at
------------------------
any meeting of any such Committee may be taken without a meeting if all members
of such Committee shall consent to such action in writing and such writing or
writings are filed with the minutes of the proceedings of the Committee.

3.5. Regulations; Manner of Acting. Each such Committee may fix its own rules
-----------------------------
of procedure and may meet at such place (within or without the State of
Delaware), at such time and upon such notice, if any, as it shall determine from
time to time. Each such Committee shall keep minutes of its proceedings and
shall report such proceedings to the Board of Directors at the meeting of the
Board of Directors next following any such proceeding. The members of

8
<PAGE>

any such Committee shall act only as a Committee, and the individual members of
such Committee shall have no power as such.

3.6. Action by Telephonic Communications. Members of any Committee designated
-----------------------------------
by the Board of Directors may participate in a meeting of such Committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this provision shall constitute presence
in person at such meeting.

3.7. Resignation. Any member (and any alternate member) of any Committee may
-----------
resign at any time by delivering a written notice of resignation, signed by such
member, to the Chairman of the Board or the President. Unless otherwise
specified therein, such resignation shall take effect upon delivery.

3.8. Removal. Any member (and any alternate member) of any Committee may be
-------
removed at any time, with or without cause, by resolution adopted by Directors
holding a majority of the voting power of all Directors.

3.9. Vacancies. If any vacancy shall occur in any Committee, by reason of
---------
death, resignation, removal or otherwise, the remaining members (and any
alternate members) shall continue to act, and any such vacancy may be filled by
the Board of Directors or the remaining members of the Committee as provided in
Section 3.1 hereof.

ARTICLE 4.

OFFICERS

4.1. Titles. The officers of the Corporation shall be chosen by the Board of
------
Directors and shall be the Chief Executive Officer, the President, a Chief
Operating Officer, an Executive Vice President/Treasurer/Chief Financial
Officer, one or more Executive Vice Presidents, one or more Senior Vice
Presidents, one or more Vice Presidents, and a Secretary. The Board of Directors
also may elect one or more Assistant Secretaries and Assistant Treasurers in
such numbers as the Board of Directors may determine, and shall also elect a
Chairman of the Board. Any number of offices may be held by the same person. No
officer need be a Director of the Corporation.

4.2. Election. Unless otherwise determined by the Board of Directors, the
--------
officers of the Corporation shall be elected by the Board of Directors at the
annual meeting of the Board of Directors, and shall be elected to hold office
until the next succeeding annual meeting of the Board of Directors. In the event
of the failure to elect officers at such annual meeting, officers may be elected
at any regular or special meeting of the Board of Directors. Each officer shall
hold office until his successor has been elected and qualified, or until his
earlier death, resignation or removal.

4.3. Salaries. The salaries of all officers of the Corporation shall be fixed
--------
by the Board of Directors.

9
<PAGE>

4.4. Removal and Resignation; Vacancies. Any officer may be removed with or
----------------------------------
without cause at any time by the Board of Directors. Any officer may resign at
any time by delivering a written notice of resignation, signed by such officer,
to the Board of Directors or the Chairman of the Board. Unless otherwise
specified therein, such resignation shall take effect upon delivery. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise, shall be filled by the Board of Directors.

4.5. Authority and Duties. The officers of the Corporation shall have such
--------------------
authority and shall exercise such powers and perform such duties as may be
specified in these Bylaws, except that in any event each officer shall exercise
such powers and perform such duties as may be required by law.

4.6. The Chief Executive Officer. The Chief Executive Officer shall be the
---------------------------
chief executive officer of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He shall manage
and administer the Corporation's business and affairs and shall also perform all
duties and exercise all powers usually pertaining to the office of a chief
executive officer of a corporation. He shall have the authority to sign, in the
name and on behalf of the Corporation, checks, orders, contracts, leases, notes,
drafts and other documents and instruments in connection with the business of
the Corporation and, together with the Secretary or an Assistant Secretary,
conveyances of real estate and other documents and instruments to which the seal
of the Corporation is affixed. The Chief Executive Officer shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe.

4.7. The President. The President shall, subject to the direction of the Board
-------------
of Directors and the Chief Executive Officer, perform all duties and exercise
all powers usually pertaining to the office of a president of a corporation. In
the absence of the Chief Executive Officer, his duties shall be performed, and
his powers may be exercised by, the President. The President shall have the
authority to sign, in the name and on behalf of the Corporation, checks, orders,
contracts, leases, notes, drafts and other documents and instruments in
connection with the business of the Corporation and, together with the Secretary
or an Assistant Secretary, conveyances of real estate and other documents and
instruments to which the seal of the Corporation is affixed. He shall have the
authority to cause the employment or appointment of such employees and agents of
the Corporation as the conduct of the business of the Corporation may require,
to fix their compensation, and to remove or suspend any employee or agent
elected or appointed by the Board of Directors. The President shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe.

4.8. Chief Operating Officer. The Chief Operating Officer shall be responsible
-----------------------
for the day-to-day technical operations of the Corporation as directed by the
Chief Executive Officer, the President and the Board of Directors. He shall have
the authority to sign, in the name and on behalf of the Corporation, checks,
orders, contracts, leases, notes, drafts and other documents and instruments in
connection with the business of the Corporation and, together with the
President, the Secretary or an Assistant Secretary, conveyances of real estate
and other documents and instruments to which the seal of the Corporation is
affixed. He shall have the authority to cause the employment or appointment of
such employees and agents of the Corporation as the conduct of the business of
the Corporation may require, to fix their

10
<PAGE>

compensation, and to remove or suspend any employee or agent elected or
appointed by the Board of Directors other than the Chief Executive Officer, the
President or any other Executive Vice President. The Chief Operating Officer
shall perform such other duties and have such other powers as the Board of
Directors, the Chief Executive Officer or the President may from time to time
prescribe.

4.9. Executive Vice President/Treasurer/Chief Financial Officer. The Executive
----------------------------------------------------------
Vice President/Treasurer/Chief Financial Officer shall be responsible for the
day-to-day financial operations of the Corporation as directed by the Chief
Executive Officer, the President and the Board of Directors. He shall be the
chief financial officer of the corporation and shall have the following powers
and duties:

(a) He shall have charge and supervision over and be responsible for the
moneys, securities, receipts and disbursements of the Corporation, and shall
keep or cause to be kept full and accurate records of all receipts of the
Corporation.

(b) He shall cause the moneys and other valuable effects of the Corporation
to be deposited in the name and to the credit of the Corporation in such banks
or trust companies or with such bankers or other depositaries as shall be
selected in accordance with Section 8.5 of these Bylaws.

(c) He shall cause moneys of the Corporation to be disbursed by checks or
drafts (signed as provided in Section 8.6 of these Bylaws) upon the authorized
depositories of the Corporation and cause to be taken and preserved proper
vouchers for all moneys disbursed.

(d) He shall render to the Board of Directors, the Chief Executive Officer,
or the President, whenever requested, a statement of the financial condition of
the Corporation and of all his transactions as Treasurer, and render a full
financial report at the annual meeting of the stockholders, if called upon to do
so.

(e) He shall be empowered from time to time to require from all officers or
agents of the Corporation reports or statements giving such information as he
may desire with respect to any and all financial transactions of the
Corporation.

(f) He may sign (unless an Assistant Treasurer or the Secretary or an
Assistant Secretary shall have signed) certificates representing stock of the
Corporation the issuance of which shall have been authorized by the Board of
Directors.

(g) He shall perform, in general, all duties incident to the office of
treasurer and such other duties as may be specified in these Bylaws or as may be
assigned to him from time to time by the Board of Directors or the President.

Further, he shall have the authority to sign, in the name and on
behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and
other documents and instruments in connection with the business of the
Corporation and, together with the Secretary or an Assistant Secretary,
conveyances of real estate and other documents and instruments to which the seal
of the Corporation is affixed. He shall have the authority to cause the
employment or appointment of such employees and agents of the Corporation as the
conduct of the business of

11
<PAGE>

the Corporation may require, to fix their compensation, and to remove or suspend
any employee or agent elected or appointed by the Board of Directors, other than
the Chief Executive Officer, the President, the Chief Operating Officer or any
other Executive Vice President. The Executive Vice President/Treasurer/Chief
Financial Officer shall perform such other duties and have such other powers as
the Board of Directors, the Chief Executive Officer or the President may from
time to time prescribe.

4.10. The Vice Presidents. Each Senior Vice President, Vice President or
-------------------
subordinate level Vice President shall perform such duties and exercise such
powers as may be assigned to him from time to time by the Executive Vice
President or other officer to which such officer reports or, the Chief Executive
Officer or the President, as applicable. In the absence of the President, the
duties of the President shall be performed and his powers may be exercised by
such Executive Vice President or other officer as shall be designated by the
Chief Executive Officer, or failing such designation, by the Board of Directors.

4.11. The Secretary. The Secretary shall have the following powers and duties:
-------------

(a) He shall keep or cause to be kept a record of all the proceedings of
the meetings of the stockholders and of the Board of Directors in books provided
for that purpose.

(b) He shall cause all notices to be duly given in accordance with the
provisions of these Bylaws and as required by law.

(c) Whenever any Committee shall be appointed pursuant to a resolution of
the Board of Directors, he shall furnish a copy of such resolution to the
members of such Committee.

(d) He shall be the custodian of the records and of the seal of the
Corporation and cause such seal (or a facsimile thereof) to be affixed to all
certificates representing shares of the Corporation prior to the issuance
thereof and to all instruments the execution of which on behalf of the
Corporation under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed he may attest to the same.

(e) He shall properly maintain and file all books, reports, statements,
certificates and all other documents and records required by law, the Restated
Certificate of Incorporation or these Bylaws.

(f) He shall have charge of the stock books and ledgers of the Corporation
and shall cause the stock and transfer books to be kept in such manner as to
show at any time the number of shares of stock of the Corporation of each class
issued and outstanding, the names (alphabetically arranged) and the addresses of
the holders of record of such shares, the number of shares held by each holder
and the date as of which each became such holder of record.

(g) He shall sign (unless the Treasurer, an Assistant Treasurer or
Assistant Secretary shall have signed) certificates representing shares of the
Corporation the issuance of which shall have been authorized by the Board of
Directors.

12
<PAGE>

(h) He shall perform, in general, all duties incident to the office of
secretary and such other duties as may be specified in these Bylaws or as may be
assigned to him from time to time by the Board of Directors or the President.

4.12. Additional Officers. The Board of Directors may appoint such other
-------------------
officers and agents as it my deem appropriate, and such other officers and
agents shall hold their offices for such terms and shall exercise such powers
and perform such duties as may be determined from time to time by the Board of
Directors. The Board of Directors from time to time may delegate to any officer
or agent the power to appoint subordinate officers or agents and to prescribe
their respective rights, terms of office, authorities and duties. Any such
officer or agent may remove any such subordinate officer or agent appointed by
him, with or without cause.

4.13. Security. The Board of Directors may direct that the Corporation secure
--------
the fidelity of any or all of its officers or agents by bond or otherwise.

ARTICLE 5.

CAPITAL STOCK

5.1. Certificates of Stock, Uncertificated Shares. The shares of the
--------------------------------------------
Corporation shall be represented by certificates, provided that the Board of
Directors may provide by resolution that some or all of any or all classes or
series of the stock of the Corporation shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until each
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock in the
Corporation represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate signed by, or in
the name of the Corporation, by the Chairman of the Board, the Chief Executive
Officer, the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, representing the number
of shares registered in certificate form. Such certificate shall be in such form
as the Board of Directors may determine, to the extent consistent with
applicable law, the Restated Certificate of Incorporation and these Bylaws.

5.2. Signatures; Facsimile. All of such signatures on the certificate may be a
---------------------
facsimile, engraved or printed, to the extent permitted by law. In case any
officer, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.

5.3. Lost, Stolen or Destroyed Certificates. The Secretary of the Corporation
--------------------------------------
may cause a new certificate of stock or uncertificated shares to be issued in
place of any certificate therefor issued by the Corporation, alleged to have
been lost, stolen or destroyed, upon delivery to the Secretary of an affidavit
of the owner or owners of such certificate, or his or their legal representative
setting forth such allegation. The Secretary may require the owner or owners of
such lost, stolen or destroyed certificate, or his or their legal
representative, to give the

13
<PAGE>

Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of any such new certificate or uncertificated
shares.

5.4. Transfer of Stock. Upon surrender to the Corporation or the transfer
-----------------
agent of the Corporation of a certificate for shares, duly endorsed or
accompanied by appropriate evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Within a reasonable time after the transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set-forth or stated on certificates
pursuant to Section 151, 156, 202(a) or 218(a) of the General Corporation Law of
the State of Delaware. Subject to the provisions of the Restated Certificate of
Incorporation and these Bylaws, the Board of Directors may prescribe such
additional rules and regulations as it may deem appropriate relating to the
issue, transfer and registration of shares of the Corporation.

5.5. Record Date. In order to determine the stockholders entitled to notice of
-----------
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting, provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

5.6. Registered Stockholders. Prior to due surrender of a certificate for
-----------------------
registration of transfer, the Corporation may treat the registered owner as the
person exclusively entitled to receive dividends and other distributions, to
vote, to receive notice and otherwise to exercise all the rights and powers of
the owner of the shares represented by such certificate, and the Corporation
shall not be bound to recognize any equitable or legal claim to or interest in
such shares on the part of any other person, whether or not the Corporation
shall have notice of such claim or interest. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer if, when the certificates are presented
to the Corporation for transfer or uncertificated shares are requested to be
transferred, both the transferor and transferee request the Corporation to do
so.

5.7. Transfer Agent and Registrar. The Board of Directors may appoint one or
----------------------------
more transfer agents and registrars, and may require all certificates
representing shares to bear the signature of any such transfer agents or
registrars.

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<PAGE>

ARTICLE 6.

INDEMNIFICATION

6.1. Indemnification. The Corporation shall, to the fullest extent permitted
---------------
by applicable law from time to time in effect, indemnify any and all persons who
may serve or who have served at any time as Directors or officers of the
Corporation, or who at the request of the Corporation may serve or at any time
or have served as Directors or officers of another corporation (including
subsidiaries of the Corporation) or of any partnership, joint venture, trust or
other enterprise, from and against any and all of the expenses, liabilities or
other matters referred to in or covered by said law. Such indemnification shall
continue as to a person who has ceased to be a Director or officer and shall
inure to the benefit of the heirs, executors and administrators of such person.
The Corporation may also indemnify any and all other persons whom it shall have
power to indemnify under any applicable law from time to time in effect to the
extent authorized by the Board of Directors and permitted by such law. The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which any person may be entitled under any provision of the
Restated Certificate of Incorporation, other Bylaw, agreement, vote of
stockholders or disinterested Directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

6.2. Definition. For purposes of this Article, the term "Corporation" shall
----------
include constituent corporations referred to in Subsection (h) of Section 145 of
the General Corporation Law of the State of Delaware (or any similar provision
of applicable law at the time in effect).

ARTICLE 7.

OFFICES

7.1. Registered Office. The registered office of the Corporation in the State
-----------------
of Delaware shall be located at Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801, and the Corporation's registered
agent shall be The Corporation Trust Company.

7.2. Other Offices. The Corporation may maintain offices or places of business
-------------
at such other locations within or without the State of Delaware as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.

ARTICLE 8.

GENERAL PROVISIONS

8.1. Dividends. Subject to any applicable provisions of law and the Restated
---------
Certificate of Incorporation, dividends upon the shares of the Corporation may
be declared by the Board of Directors at any regular or special meeting of the
Board of Directors and any such dividend may be paid in cash, property, or
shares of the Corporation.

15
<PAGE>

8.2. Reserves. There may be set aside out of any funds of the Corporation
--------
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, thinks proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation or for such other purpose as the Board of Directors
thinks conducive to the interest of the Corporation, and the Board of Directors
may similarly modify or abolish any such reserve.

8.3. Execution of Instruments. The President, any Executive Vice President,
------------------------
any Vice President, the Secretary or the Treasurer may enter into any contract
or execute and deliver any instrument in the name and on behalf of the
Corporation. The Board of Directors or the President may authorize any other
officer or agent to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation. Any such authorization
may be general or limited to specific contracts or instruments.

8.4. Corporate Indebtedness. No loan shall be contracted on behalf of the
----------------------
Corporation, and no evidence of indebtedness shall be issued in its name, unless
authorized by the Board of Directors. Such authorization may be general or
confined to specific instances. Loans so authorized may be effected at any time
for the Corporation from any bank, trust company or other institution, or from
any firm, corporation or individual. All bonds, debentures, notes and other
obligations or evidences of indebtedness of the Corporation issued for such
loans shall be made, executed and delivered as the Board of Directors shall
authorize. When so authorized by the Board of Directors, any part of or all the
properties, including contract rights, assets, business or good will of the
Corporation, whether then owned or thereafter acquired, may be mortgaged,
pledged, hypothecated or conveyed or assigned in trust as security for the
payment of such bonds, debentures, notes and other obligations or evidences of
indebtedness of the Corporation, and of any interest thereon, by instruments
executed and delivered in the name of the Corporation.

8.5. Deposits. Any funds of the Corporation may be deposited from time to time
--------
in such banks, trust companies or other depositaries as may be determined by the
Board of Directors or the President, or by such officers or agents as may be
authorized by the Board of Directors or the President to make such
determination.

8.6. Checks. All checks or demands for money and notes of the Corporation
------
shall be signed by such officer or officers or such agent or agents of the
Corporation, and in such manner, as the Board of Directors, the Chairman of the
Board, or the President from time to time may determine.

8.7. Sale, Transfer, etc. of Securities. To the extent authorized by the Board
----------------------------------
of Directors or by the President, any Vice President, the Secretary or the
Treasurer, or any other officers designated by the Board of Directors, the
Chairman of the Board, or the President may sell, transfer, endorse, and assign
any shares of stock, bonds or other securities owned by or held in the name of
the Corporation, and may make, execute and deliver in the name of the
Corporation, under its corporate seal, any instruments that may be appropriate
to effect any such sale, transfer, endorsement or assignment.

16
<PAGE>

8.8. Voting as Stockholder. Unless otherwise determined by resolution of the
---------------------
Board of Directors, the President or any Vice President shall have full power
and authority on behalf of the Corporation to attend any meeting of stockholders
of any corporation in which the Corporation may hold stock, and to act, vote (or
execute proxies to vote) and exercise in person or by proxy all other rights,
powers and privileges incident to the ownership of such stock. Such officers
acting on behalf of the Corporation shall have full power and authority to
execute any instrument expressing consent to or dissent from any action of any
such corporation without a meeting. The Board of Directors may by resolution
from time to time confer such power and authority upon any other person or
persons.

8.9. Fiscal Year. The fiscal year of the Corporation shall commence on the
-----------
first day of January of each year (except for the Corporation's first fiscal
year which shall commence on the date of incorporation) and shall end in each
year on December 31.

8.10. Seal. The seal of the Corporation shall be circular in form and shall
----
contain the name of the Corporation, the year of its incorporation and the words
"Corporate Seal" and "Delaware". The form of such seal shall be subject to
alteration by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced, or may be used in any
other lawful manner.

8.11. Books and Records. Except to the extent otherwise required by law, the
-----------------
books and records of the Corporation shall be kept at such place or places
within or without the State of Delaware as may be determined from time to time
by the Board of Directors.

ARTICLE 9.

AMENDMENT OF BYLAWS

9.1. Amendment of the Bylaws. In furtherance and not in limitation of the
-----------------------
powers conferred by the laws of the State of Delaware, a majority of the whole
number of the Board of Directors is expressly authorized to adopt, alter, amend
and repeal these Bylaws, subject to the power of the stockholders of the
Corporation to alter or repeal any bylaw whether adopted by them or otherwise;
provided, however, that the affirmative vote of at least two-thirds of the
outstanding shares of capital stock entitled to vote in the election of
directors will be required for stockholders to adopt, amend, alter or repeal any
provision of these Bylaws. Notwithstanding anything to the contrary contained in
this Section 9.1, the rights of any Stockholder or group of Stockholders under
Section 1.1(g) of these Bylaws shall not be amended, altered or repealed without
the prior written approval of any such Stockholder or group of Stockholders.

ARTICLE 10.

CONSTRUCTION

10.1. Construction. In the event of any conflict between the provisions of
------------
these Bylaws as in effect from time to time and the provisions of the Restated
Certificate of

17
<PAGE>

Incorporation as in effect from time to time, the provisions of the Restated
Certificate of Incorporation shall be controlling.

<PAGE>

Exhibit 4.2

INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE

[SEAL] TRITEL, INC. [SEAL]
CLASS A COMMON STOCK CLASS B COMMON STOCK
PAR VALUE $0.01 CUSIP
SEE REVERSE FOR CERTAIN DEFINITIONS

This certifies that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS B COMMON STOCK OF THE PAR
VALUE OF ONE CENT ($0.01) EACH OF TRITEL, INC.

(hereinafter called the "Company") transferable only upon the books of the
Company by the holder hereof in person or by a duly authorized attorney upon
surrender of this Certificate properly endorsed or assigned. This Certificate
and the shares represented hereby are issued under and are subject to the laws
of the State of Delaware and to all provisions of the Certificate of
Incorporation and the Bylaws of the Company, including any and all amendments as
may from time to time be made thereto, to all the terms and conditions of which
the holder, by acceptance hereof, assets. This Certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.

IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed by the facsimile signatures of its duly authorized officers and its
facsimile corporate seal to be hereunto affixed.

Dated:
[SEAL OF TRITEL, INC.]

James H. Neeld, IV William M. Mounger, II
Secretary Chief Executive Officer

COUNTERSIGNED AND REGISTERED:

American Stock Transfer & Trust Company

TRANSFER AGENT AND REGISTRAR

BY:
AUTHORIZED SIGNATURE
<PAGE>

TRITEL, INC.

The Company is authorized to issue more than one class or series of stock. The
Company will furnish without charge to each stockholder who so requests a
statement of the powers, designations, preferences and relative, participating
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT _____________Custodian___________
TEN ENT -- as tenants by the entireties (Minor) (Cust)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants in common Act _____________________
(State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

For value received, ______________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE)

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

- --------------------------------------------------------------------------------
Shares of the Class B Common Stock
- ----------------------------------------------
represented by the within Certificate, and do hereby irrevocably constitute and
appoint Attorney to transfer the said stock on the books of the within named
company with full power of substitution in the premises.

Dated:________________

------------------------------------
NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.

2
<PAGE>

SIGNATURE(S) GUARANTEED:
---------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION,
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM) PURSUANT TO
S.E.C. RULE 17Ad-15.

<PAGE>

EXHIBIT 10.1.4

Third Amendment
to Stockholders' Agreement
--------------------------

This Third Amendment to Stockholders' Agreement (the "Amendment") is
entered into by and among AT&T Wireless PCS LLC, the Cash Equity Investors and
Management Shareholders named therein and Tritel, Inc. ("Tritel").

WHEREAS, AT&T Wireless PCS LLC, the Cash Equity Investors, the Management
Shareholders and Tritel entered into that certain Stockholders' Agreement dated
as of January 7, 1999, and as amended as of August 27, 1999 and September 1,
1999 (the "Agreement"); and

WHEREAS, the Board of Directors of Tritel has determined that it is in the
best interests of Tritel to commence an initial public offering of Tritel's
Class A Common Stock (the "IPO"); and

WHEREAS, to facilitate the IPO, Tritel and the Stockholders agree that
certain provisions of the Agreement should be amended;

NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned parties agree as follows (capitalized terms used
herein have the same meaning, as defined in the Agreement, unless otherwise
specified herein):

1. Construction. For the avoidance of ambiguity, the parties hereby
------------
agree that the piggy back registration rights under Section 5(b)(i) of the
Agreement are subject to the transfer restrictions of Section 4.1(c) of the
Agreement.

2. Ratification. The Agreement as amended hereby is ratified and
------------
affirmed, and except as expressly amended hereby, all other terms and provisions
of the Agreement remain unchanged and continue in full force and effect. The
terms of this Amendment shall supersede any conflicting terms of the Agreement.

3. Entire Agreement. The Agreement, as amended by this Amendment,
----------------
constitutes the entire agreement and understanding between the parties hereto
regarding the subject matter addressed therein.

4. Execution. This Amendment may be executed in multiple counterparts,
---------
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The parties hereto agree to accept
facsimile signatures as an original signature.
<PAGE>

EXECUTED as of the 17th day of November, 1999.

AT&T Wireless PCS, LLC

By:____________________
Name:__________________
Title:_________________

TWR Cellular, Inc.

By:____________________
Name:__________________
Title:_________________

Tritel, Inc.

By:____________________
Name:__________________
Title:_________________

Cash Equity Investors:

Toronto Dominion Investments, Inc.

By:____________________
Name:
Title:

General Electric Capital Corporation

By:____________________
Name:__________________
Title:_________________
<PAGE>

Washington National Insurance Company

By:_____________________
Name:
Title:

United Presidential Life Insurance Company

By:_____________________
Name:
Title:

Dresdner Kleinwort Benson Private Equity Partners LP

By: Dresdner Kleinwort Benson Private Equity
Managers LLC, as its general partner

By:_____________________
Name: Alexander P. Coleman
Title: Authorized Signatory

Triune PCS, LLC, a Delaware limited liability
company

By: Oak Tree, LLC
Title: Manager

By: Triune Private Equity, LLC
Title: Manager

By:_____________________
Name: Kevin Shepherd
Title: Manager

3
<PAGE>

FCA Venture Partners II, L.P.

By: Clayton-DC Venture Capital Group, LLC, its
general partner

By:_____________________
Name: D. Robert Crants, III
Title: Manager

Clayton Associates, LLC

By:__________________________
Its managing Member

Airwave Communications, LLC

By:__________________________
Name:________________________
Title:_______________________

The Manufacturers' Life Insurance Company (U.S.A.)

By:__________________________
Name:________________________
Title:_______________________

Trillium PCS, LLC

By:__________________________
Name:________________________
Title:_______________________

4
<PAGE>

Management Stockholders:

_____________________________
William M. Mounger, II

_____________________________
E.B. Martin, Jr.

_____________________________
William S. Arnett

5
<PAGE>

Conseco Life Insurance Company

By:__________________________
Name:________________________
Title:_______________________

6
<PAGE>

Southern Farm Bureau Life Insurance Company

By:__________________________
Name:________________________
Title:_______________________

<PAGE>

EXHIBIT 10.1.5

Fourth Amendment
to Stockholders' Agreement
--------------------------

This Fourth Amendment to Stockholders' Agreement (the "Amendment") is
entered into by and among AT&T Wireless PCS, LLC, the Cash Equity Investors and
Management Shareholders named therein and Tritel, Inc. ("Tritel").

WHEREAS, AT&T Wireless PCS, LLC, the Cash Equity Investors, the Management
Shareholders and Tritel entered into that certain Stockholders' Agreement dated
as of January 7, 1999, and as amended as of August 27, 1999, September 1, 1999
and November 17, 1999 (the "Agreement");

WHEREAS, the Board of Directors of Tritel has determined that it is in the
best interests of Tritel to commence an initial public offering of Tritel's
Class A Common Stock (the "IPO"); and

WHEREAS, to facilitate the IPO, Tritel and the Stockholders agree that
certain provisions of the Agreement should be amended;

1. AT&T Wireless PCS Inc., a Delaware Corporation is now AT&T Wireless
-------------------------------------------------------------------
PCS, LLC, a Delaware limited liability company. All references to "AT&T Wireless
- ----------------------------------------------
PCS Inc., a Delaware corporation" are hereby amended to read "AT&T Wireless PCS,
LLC, a Delaware limited liability company".

2. Nomination of Directors by AT&T PCS and TWR Cellular. The
----------------------------------------------------
Agreement is hereby amended as follows:

(a) Section 3.1(c) of the Stockholders' Agreement shall be amended and
restated in its entirety as follows:

"(c) two (2) individuals nominated by AT&T PCS pursuant to the
Restated Certificate in its capacity as holder of Series A Preferred
Stock (each a "Series A Preferred Director") so long as it and TWR
Cellular has the right to nominate two directors in accordance with
the Restated Certificate";

(b) The second sentence immediately following clause (d) of Section 3.1
of the Stockholders' Agreement shall be amended and restated in its entirety as
follows:
<PAGE>

"In the event that AT&T PCS and TWR Cellular shall cease to be
entitled to nominate the Series A Preferred Directors, such directors
shall resign (or the other directors or Stockholders shall remove
them) from the Board of Directors and the remaining directors shall
take such action so that the number of directors constituting the
entire Board of Directors shall be reduced accordingly.";

"In addition, so long as AT&T PCS and TWR Cellular have the right
to nominate two directors in accordance with the Restated Certificate,
up to two (2) persons designated by AT&T PCS shall have the right to
attend each meeting of the Board of Directors as an observer."; and

(d) The following Section 3.12 shall be added to the Stockholders'
Agreement:

"3.12. Series A Preferred Directors. For so long as AT&T PCS
----------------------------
shall have the right to nominate one or more Series A Preferred
Directors to the Board of Directors in accordance with the Restated
Certificate, each of the Stockholders hereby agrees that it will vote
all of the shares of Class A Voting Common Stock and Voting Preference
Stock Beneficially Owned or held of record by it (whether now owned or
hereafter acquired), in person or by proxy, to cause the election of
any such Series A Preferred Director so nominated by AT&T PCS to serve
on the Board of Directors and such obligation of the Stockholders to
cause the election of any such Series A Preferred Director shall
continue until the termination of this Agreement in accordance with
Section 12.3."

3. Purchase Right. Section 7.2 of the Stockholders' Agreement shall
--------------
be amended and restated in its entirety as follows:

"7.2 Purchase Right.
--------------

(a) If on or prior to the IPO Date the Company proposes to offer,
issue, sell or otherwise dispose of shares of any class or series of
common stock or Preferred Stock, or options, rights, warrants,
conversion rights or appreciation rights relating thereto, or any
other type of equity security (collectively, "Equity Securities") of
the Company for cash to any Person, including pursuant to an initial
public offering, (x) the Company shall, prior to any such offer,
issuance, sale or other disposition, give written notice (an "Issuance
Notice") to each of the Stockholders setting forth the purchase price
of such Equity Securities (or, in the case of an initial public
offering, the anticipated price range), the type and aggregate number
of Equity Securities or rights to acquire Equity Securities to be so
offered, issued, sold or otherwise disposed of, the terms and
conditions of such offer, issuance, sale or other disposition, and the
rights, powers and duties

2
<PAGE>

inhering in such additional Equity Securities or rights to acquire
Equity Securities, and (y) each Stockholder shall have the right (the
"Purchase Right") to acquire the percentage of Equity Securities
proposed to be offered, issued, sold or otherwise disposed of equal to
the number of shares of Class A Voting Common Stock (or, at the
election of the Stockholder, Class B common stock in lieu thereof)
then Beneficially Owned by such Stockholder divided by the aggregate
number of shares of Class A Voting Common Stock outstanding
immediately prior to such offer, issuance, sale or other disposition
of Equity Securities (including any shares of Class A Voting Common
Stock Beneficially Owned by such Stockholder); provided, however, that
-------- -------
the terms and conditions of this Section 7.2 shall not apply to any
offer, issuance, sale or other disposition of Equity Securities or
rights to acquire Equity Securities to any Person pursuant to a stock
option or stock appreciation rights plan established by the Company
for the benefit of its employees, officers, directors, agents or
consultants, or otherwise granted to an employee of the Company in
connection with such person's employment by the Company; provided,
--------
further, that such Purchase Right and the Company's obligation to
-------
provide any Issuance Notice shall expire on the business day preceding
the pricing of an initial public offering where (x) such Purchase
Right has not theretofore been exercised or (y) the Stockholder has
not notified the Company of such Stockholder's intent to exercise such
Purchase Right in connection with a proposed offering. In the case of
an offer, issuance, sale or other disposition of Equity Securities
issued as part of a unit with other debt, equity or other securities
of the Company, the right of a Stockholder to acquire such Equity
Security shall be conditioned upon such Stockholder's acquisition of
such debt, equity or other securities included in such unit.

(b) Each Stockholder may exercise such Purchase Right, in whole
or in part, on the terms and conditions and for the purchase price set
forth in the Issuance Notice, by giving to the Company notice to such
effect, within thirty (30) days after the giving of the Issuance
Notice. In the case of an initial public offering, the following
conditions shall apply to the Purchase Right set forth herein: (i)
In the event that a Stockholder exercises such Purchase Right, such
Stockholder shall be obligated to exercise such right if the public
offering price is not greater than the highest price in the
anticipated range specified in the applicable notice, and (ii) in the
event that a Stockholder exercises such Purchase Right and the public
offering price is greater than the highest price in the anticipated
range specified in the applicable notice, such Stockholder shall have
the right but not the obligation, to exercise such right at such
public offering price; provided however, that in either case, the
-------- -------
purchase price per share shall be reduced by an amount equal to the
underwriting discount per share applicable to the shares offered to
the public in the initial public offering. After the expiration of
such thirty (30) day period, the Company shall have the right to
offer, issue, sell and otherwise dispose of any or all of the Equity
Securities referred to in the applicable Issuance Notice as to which
no Purchase Right has been exercised but

3
<PAGE>

only upon the terms and conditions, and for a purchase price not lower
than the purchase price set forth in the Issuance Notice; provided,
--------
however, that in the case of an initial public offering, such right of
-------
the Company shall be the right to offer, issue, sell and otherwise
dispose of such Equity Securities at any price. In the event of an
initial public offering of Equity Securities at a price more than 20%
below such lowest price, AT&T PCS shall have the right, exercisable at
the time of pricing of such initial public offering, to exercise such
Purchase Right. If the Company does not offer, issue, sell or
otherwise dispose of the Equity Securities referred to in the
applicable Issuance Notice on the terms and conditions set forth in
such Issuance Notice within one hundred twenty (120) days after the
expiration of such thirty (30) day period, then any subsequent
proposal by the Company to offer, issue, sell or otherwise dispose of
such Equity Securities shall be subject to this Section 7.2."

4. Entire Agreement; Amendment; Consents. Section 12.2(b) of the
-------------------------------------
Stockholders' Agreement is hereby amended and restated in its entirety as
follows:

"(b) No change or modification of this Agreement shall be valid,
binding or enforceable unless the same shall be in writing and signed
by the Company and the Beneficial Owners of a majority of the shares
of Class A Voting Common Stock party to this Agreement, including AT&T
PCS, 66-2/3% of the Class A Voting Common Stock Beneficially Owned by
the Cash Equity Investors, and 66-2/3% of the Class A Voting Common
Stock Beneficially Owned by the Management Stockholders; provided,
--------
however, that in the event any party hereto shall cease to own any
-------
shares of Equity Securities such party hereto shall cease to be a
party to this Agreement and the rights and obligations of such party
hereunder shall terminate, except to the extent otherwise provided in
Section 4.7(a) with respect to any Unfunded Commitment."

5. Termination of Certain Provisions. Section 12.3(b)(i) is hereby
---------------------------------
amended and restated in its entirety as follows:

"(i) the provisions of Sections 3.3, 3.4, 3.5, 3.11, 4.1(a), 4.5(c), 7.1,
7.2 and 7.6 shall terminate on the earlier to occur of a termination
pursuant to Section 12.3(a) and the IPO Date."

6. Stockholder Approval. By execution of this Amendment the
--------------------
undersigned shall be deemed to have approved by written consent pursuant to
Section 228 of the Delaware General Corporation Law of an amendment to the
Company's Certificate of Incorporation in order to provide that the holders of
Series A Preferred Stock have a right to nominate directors, and not to elect
directors.

7. Change of Address of Management Stockholders, Tritel, Inc. and AT&T
-------------------------------------------------------------------
PCS and their respective Counsel.
- --------------------------------

4
<PAGE>

(a) The address of the Management Stockholders and Tritel Inc. in
Section 12.1 is hereby amended to read:

"If to a Management Stockholder or to the Company:

Tritel Inc. (or in the case of a Management Stockholder, c/o Tritel,
Inc.)
111 East Capitol Street, Suite 500
Jackson, Mississippi 39201
Telephone: (601) 914-8000
Facsimile: (601) 914-8285
Attention: James H. Neeld, IV, Esq.

With a copy to:

Brown & Wood LLP
1 World Trade Center
New York, NY 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
Attention: Michael A. King, Esq."

(b) The address of AT&T PCS or TWR Cellular in Section 12.1 is hereby
amended to read:

"If to AT&T PCS or TWR Cellular:

c/o AT&T Wireless Services, Inc.
7277 164th Avenue Northeast
Redmond, Washington 98052
Attention: William W. Hague
Facsimile: (425) 828-8405

With a copy to:

AT&T Corp.
295 North Maple Avenue
Basking Ridge, NJ 07920
Attention: Corporate Secretary
Facsimile: (908) 953-4657

and

Friedman Kaplan & Seiler LLP
875 Third Avenue, 8th Floor

5
<PAGE>

New York, New York 10022
Attention: Gregg S. Lerner
Telephone: (212) 833-1100
Facsimile: (212) 355-6401"

8. Representations and Warranties. Each party hereto, as to itself,
------------------------------
represents and warrants, as applicable, to each of the other parties as follows:

A. It is a corporation, limited liability company, general
partnership or limited partnership, duly organized,
validly existing and in good standing under the laws of
its jurisdiction of organization and has the requisite
power and authority to own, lease and operate its
properties and to carry on its business as now being
conducted.

B. It has the requisite power, authority and capacity to
execute, deliver and perform this Amendment.

C. The execution and delivery of this Amendment by it have
been duly and validly authorized by its Board of
Directors (or equivalent body) and no other proceedings
on its part which have not been taken (including,
without limitation, approval of its stockholders,
partners or members) are necessary to authorize this
Amendment.

D. This Amendment has been duly executed and delivered by
it and constitutes its valid and binding obligation,
enforceable against it in accordance with its terms,
except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws
affecting or relating to enforcement of creditor's
rights generally and may be subject to general
principles of equity.

E. The execution, delivery and performance by it of this
Amendment will not (a) conflict with, or result in a
breach or violation of, any provision of its
organizational documents; (b) constitute, with or
without the giving of notice or passage of time or both,
a breach, violation or default, create a Lien, or give
rise to any right of termination, modification,
cancellation, prepayment or acceleration, under (i) any
Law or License or (ii) any note, bond, mortgage,
indenture, lease, agreement or other instrument, in each
case which is applicable to or binding upon it or any of
its assets; or (c) require any Consent, or the approval
of its board of directors, general partner, stockholders
or similar constituent bodies, as the case may be (which
approvals have been obtained), except in each case,
where such breach, violation, default, Lien, right, or
the failure to obtain or give such consent would not
have a Material

6
<PAGE>

Adverse Effect on it or its ability to perform its
obligations hereunder.

F. There is no action, proceeding or investigation pending
or, to its knowledge, threatened against it or any of
its properties or assets that would be reasonably
expected to have an adverse effect on its ability to
enter into this Amendment or to fulfill its obligations
hereunder.

9. Ratification. The Agreement as amended hereby is ratified and
------------
affirmed, and except as expressly amended hereby, all other terms and provisions
of the Agreement remain unchanged and continue in full force and effect. The
terms of this Amendment shall supersede any conflicting terms of the Agreement.

10. Entire Agreement. The Agreement, as amended by this Amendment,
----------------
constitutes the entire agreement and understanding between the parties hereto
regarding the subject matter addressed therein.

11. Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the laws of the State of Delaware.

12. Amendment of Effectiveness Date. This Amendment shall be
-------------------------------
effective on the date that a counterpart hereof shall have been executed by each
of the Company and the Beneficial Owners of a majority of the Shares of Class A
Voting Common Stock, including AT&T PCS, the holders of 66 2/3% of the Class A
Voting Common Stock Beneficially Owned by the Cash Equity Investors and the
holders of 66 2/3% of the Class A Voting Common Stock Beneficially Owned by the
Management Stockholders (the "Amendment Effectiveness Date").

13. Execution. This Amendment may be executed in multiple
---------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The parties hereto agree
to accept facsimile signatures as an original signature.

7
<PAGE>

EXECUTED as of the ____ day of December, 1999.

AT&T Wireless PCS, LLC

By:_____________________
Name:___________________
Title:__________________

TWR Cellular, Inc.

By:_____________________
Name:___________________
Title:__________________

Tritel, Inc.

By:_____________________
Name:___________________
Title:__________________

Central Alabama Partnership, L.P.

By:_____________________
Name:___________________
Title:__________________

J.G. Funding, LLC

By:_____________________
Name:___________________
Title:__________________

8
<PAGE>

Cash Equity Investors:

Toronto Dominion Investments, Inc.

By:__________________________
Name:
Title:

General Electric Capital Corporation

By:__________________________
Name:
Title:

CIHC, Incorporated

By:__________________________
Name:
Title:

Dresdner Kleinwort Benson Private Equity Partners LP

By: Dresdner Kleinwort Benson Private Equity
Managers LLC, as its general partner

By:__________________________
Name: Alexander P. Coleman
Title: Authorized Signatory

9
<PAGE>

Triune PCS, LLC, a Delaware limited liability
company

By: Oak Tree, LLC
Title: Manager

By: Triune Private Equity, LLC
Title: Manager

By:______________________
Name: Kevin Shepherd
Title: Manager

FCA Venture Partners II, L.P.

By: Clayton-DC Venture Capital Group, LLC, its
general partner

By:_________________________
Name: D. Robert Crants, III
Title: Manager

Clayton Associates, LLC

By:__________________________
Its managing Member

Southern Farm Bureau Life Insurance Company

By:__________________________
Name:________________________
Title:_______________________

10
<PAGE>

M3, LLC

By:__________________________
Name:________________________
Title:_______________________

McCarty Communications, LLC

By:__________________________
Name:________________________
Title:_______________________

DC Investment Partners Exchange Fund, L.P.
FCA Venture Partners I, L.P.

By:__________________________
Name:________________________
Title:_______________________

Mercury PCS Investors, LLC

By:__________________________
Name:________________________
Title:_______________________

The Manufacturers' Life Insurance Company (U.S.A.)

By:__________________________
Name:________________________
Title:_______________________

11
<PAGE>

Trillium PCS, LLC

By:__________________________
Name:________________________
Title:_______________________

Management Stockholders:

_____________________________
William M. Mounger, II

_____________________________
E.B. Martin, Jr.

_____________________________
William S. Arnett

<PAGE>

Exhibit 10.7

AMENDED AND RESTATED
TRITEL, INC.
1999 STOCK OPTION PLAN

1. Purpose. The purpose of this Plan is to attract and retain qualified
officers, directors and other key employees of, and consultants to, Tritel, Inc.
(the "Company") and its Subsidiaries and to provide such persons with
appropriate incentives. The Company adopted the Plan effective as of January 7,
1999, and has subsequently amended the Plan. Unless extended by amendment in
accordance with the terms of the Plan, no Option Rights, Appreciation Rights,
Restricted Shares or Deferred Shares will be granted hereunder after the tenth
anniversary of such effective date.

2. Definitions. As used in this Plan,

"Appreciation Right" means a right granted pursuant to Section 5 of
this Plan, including a Free-standing Appreciation Right and a Tandem
Appreciation Right.

"Base Price" means the price to be used as the basis for determining
the Spread upon the exercise of a Free-standing Appreciation Right.

"Board" means the Board of Directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended from time to
time.

"Committee" means the Compensation Committee of the Board of Directors,
as described in Section 13(a) of this Plan, or, in the absence of a Compensation
Committee, the full Board.

"Common Shares" means (i) shares of the Class A Common Stock, par value
$.01 per share, of the Company and (ii) any security into which Common Shares
may be converted by reason of any transaction or event of the type referred to
in Section 9 of this Plan.

"Date of Grant" means the date specified by the Committee on which a
grant of Option Rights or Appreciation Rights or a grant or sale of Restricted
Shares or Deferred Shares shall become effective, which shall not be earlier
than the date on which the Committee takes action with respect thereto.

"Deferral Period" means the period of time during which Deferred Shares
are subject to deferral limitations under Section 7 of this Plan.

"Deferred Shares" means an award pursuant to Section 7 of this Plan of
the right to receive Common Shares at the end of a specified Deferral Period.
<PAGE>

"Free-standing Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is not granted in tandem with an Option
Right or similar right.

"Incentive Stock Option" means an Option Right that is intended to
qualify as an "incentive stock option" under Section 422 of the Code or any
successor provision thereto.

"Market Value per Share" means the fair market value of the Common
Shares as determined by the Committee from time to time.

"Nonqualified Option" means an Option Right that is not intended to
qualify as an Incentive Stock Option.

"Optionee" means the person so designated in an agreement evidencing an
outstanding Option Right.

"Option Price" means the purchase price payable upon the exercise of an
Option Right.

"Option Right" means the right to purchase Common Shares from the
Company upon the exercise of a Nonqualified Option or an Incentive Stock Option
granted pursuant to Section 4 of this Plan.

"Participant" means a person who is selected by the Committee to
receive benefits under this Plan and (i) is at that time an officer, director or
other key employee of, or a consultant to, the Company or any Subsidiary or (ii)
has agreed to commence serving in any such capacity.

"Reload Option Rights" means additional Option Rights automatically
granted to an Optionee upon the exercise of Option Rights pursuant to Section
4(f) of this Plan.

"Restricted Shares" means Common Shares granted or sold pursuant to
Section 6 of this Plan as to which neither the substantial risk of forfeiture
nor the restriction on transfer referred to in Section 6 hereof has expired.

"Rule 16b-3" means Rule 16b-3, as promulgated and amended from time to
time by the Securities and Exchange Commission under the Securities Exchange Act
of 1934, or any successor rule to the same effect.

"Spread" means, in the case of a Free-standing Appreciation Right, the
amount by which the Market Value per Share on the date when the Appreciation
Right is exercised exceeds the Base Price specified therein or, in the case of a
Tandem Appreciation Right, the amount by which the Market Value per Share on the
date when the Appreciation Right is exercised exceeds the Option Price specified
in the related Option Right.

"Subsidiary" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Company has a direct or
indirect ownership or other equity interest; provided, however, that for
purposes of determining whether any person may be a Participant for purposes of
any grant of Incentive Stock Options, "Subsidiary" means any corporation in
which the Company owns or

2
<PAGE>

controls directly or indirectly more than 50% of the total combined voting power
represented by all classes of stock issued by such corporation at the time of
the grant.

"Tandem Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is granted in tandem with an Option
Right or any similar right granted under any other plan of the Company.

"10% Shareholder" means an individual who, at the time an Option Right
is granted, owns stock possessing more than 10% of the total combined voting
power of all classes of stock issued by the Company or by any parent or
subsidiary corporation, within the meaning of Section 422(b)(6) of the Code or
any successor provision thereto.

3. Shares Available under the Plan.

(a) Subject to adjustment as provided in Section 9 of this
Plan, the number of Common Shares which may be (i) issued or transferred upon
the exercise of Option Rights or Appreciation Rights, or (ii) awarded as
Restricted Shares and released from substantial risk of forfeiture thereof or
Deferred Shares, shall not in the aggregate exceed 26,156 Common Shares, which
may be Common Shares of original issuance or Common Shares held in treasury or a
combination thereof. For the purposes of this Section 3(a):

(i) Upon payment in cash of the benefit provided by
any award granted under this Plan, any Common Shares that were covered
by that award shall again be available for issuance or transfer
hereunder; and

(ii) Upon the full or partial payment of any Option
Price by the transfer to the Company of Common Shares or upon
satisfaction of tax withholding obligations in connection with any such
exercise or any other payment made or benefit realized under this Plan
by the transfer or relinquishment of Common Shares, there shall be
deemed to have been issued or transferred under this Plan only the net
number of Common Shares actually issued or transferred by the Company
less the number of Common Shares so transferred or relinquished.

(b) Notwithstanding anything in Section 3(a) hereof, or
elsewhere in this Plan, to the contrary, the aggregate number of Common Shares
actually issued or transferred by the Company upon the exercise of the Incentive
Stock Options shall not exceed the total number of Common Shares first specified
in Section 3(a) hereof.

(c) Notwithstanding any other provision of this Plan to the
contrary, no Participant shall be granted Option Rights and Appreciation Rights,
in the aggregate, for more than 250 Common Shares during any two calendar years,
subject to adjustment as provided in Section 9 of this Plan.

(d) Notwithstanding any other provision of this Plan to the
contrary, no Participant shall be granted Deferred Shares, in the aggregate, for
more than 250 Common Shares during any two calendar years, subject to adjustment
as provided in Section 9 of this Plan.

3
<PAGE>

4. Option Rights. The Committee may from time to time authorize grants
to Participants of options to purchase Common Shares upon such terms and
conditions as the Committee may determine in accordance with the following
provisions:

(a) Each grant shall specify the number of Common Shares to
which it pertains.

(b) Each grant shall specify an Option Price per Common Share,
which may not be less than 75% of the Market Value per Share on the Date of
Grant. In the case of any grant of Incentive Stock Options, such Option Price
per Common Share may not be less than 100% of the Market Value per Share on the
Date of Grant (110% of the Market Value per Share on the Date of Grant in the
case of a grant to a 10% Shareholder).

(c) Each grant shall specify the form of consideration to be
paid in satisfaction of the Option Price and the manner of payment of such
consideration, which may include (i) cash in the form of currency or check or
other cash equivalent acceptable to the Company, (ii) nonforfeitable,
unrestricted Common Shares, which are already owned by the Optionee, (iii) any
other legal consideration that the Committee may deem appropriate, including
without limitation any form of consideration authorized under Section 4(d)
below, on such basis as the Committee may determine in accordance with this Plan
and (iv) any combination of the foregoing.

(d) Any grant of a Nonqualified Option may provide that
payment of the Option Price may also be made in whole or in part in the form of
Restricted Shares or other Common Shares that are subject to a risk of
forfeiture or restrictions on transfer. Unless otherwise determined by the
Committee on or after the Date of Grant, whenever any Option Price is paid in
whole or in part by means of any of the forms of consideration specified in this
Section 4(d), the Common Shares received by the Optionee upon the exercise of
the Nonqualified Option shall be subject to the same risks of forfeiture or
restrictions on transfer as those that applied to the consideration surrendered
by the Optionee; provided, however, that such risks of forfeiture and
restrictions on transfer shall apply only to the same number of Common Shares
received by the Optionee as applied to the forfeitable or restricted Common
Shares surrendered by the Optionee.

(e) Any grant may, if there is then a public market for the
Common Shares, provide for deferred payment of the Option Price from the
proceeds of sale through a broker of some or all of the Common Shares to which
the exercise relates.

(f) Any grant may provide for the automatic grant to the
Optionee of Reload Option Rights upon the exercise of Option Rights, including
Reload Option Rights, for Common Shares or any other noncash consideration
authorized under Sections 4(c) and (d) above; provided, however, that the term
of any Reload Option Right shall not extend beyond the term of the Option Right
originally exercised.

(g) Successive grants may be made to the same Optionee
regardless of whether any Option Rights previously granted to the Optionee
remain unexercised.

(h) Each grant shall specify the period or periods of
continuous employment, or continuous engagement of the consulting services, of
the Optionee by the Company or any Subsidiary that are necessary and/or the
individual or aggregate performance criteria that must be satisfied before

4
<PAGE>

the Option Rights or installments thereof shall become exercisable, and any
grant may provide for the earlier exercise of the Option Rights in the event of
a change in control of the Company or other similar transaction or event.
Notwithstanding the foregoing, in the case of any grant of Incentive Stock
Options, the aggregate Market Value per Share on the Date of Grant of the Common
Shares subject to such Incentive Stock Options (and all other incentive stock
options granted by the Company or any parent or subsidiary corporation) that are
exercisable for the first time by the Optionee during any calendar year shall
not exceed $100,000.

(i) Option Rights granted pursuant to this Section 4 may be
Nonqualified Options or Incentive Stock Options or combinations thereof.

(j) Any grant of an Option Right may provide for the payment
to the Optionee of dividend equivalents thereon in cash or Common Shares on a
current, deferred or contingent basis, or the Committee may provide that any
dividend equivalents shall be credited against the Option Price.

(k) No Option Right granted pursuant to this Section 4 may be
exercised more than 10 years from the Date of Grant. In the case of any
Incentive Stock Option granted to a 10% Shareholder, such Incentive Stock Option
may not be exercised more than five years from the Date of Grant.

(l) Each grant shall be evidenced by an agreement, which shall
be executed on behalf of the Company by any designated officer thereof and
delivered to and accepted by the Optionee and shall contain such terms and
provisions as the Committee may determine consistent with this Plan.

5. Appreciation Rights. The Committee may also authorize grants to
Participants of Appreciation Rights. An Appreciation Right shall be a right of
the Participant to receive from the Company an amount, which shall be determined
by the Committee and shall be expressed as a percentage (not exceeding 100%) of
the Spread at the time of the exercise of an Appreciation Right. Any grant of
Appreciation Rights under this Plan shall be upon such terms and conditions as
the Committee may determine in accordance with the following provisions:

(a) Any grant may specify that the amount payable upon the
exercise of an Appreciation Right may be paid by the Company in cash, Common
Shares or any combination thereof and may (i) either grant to the Participant or
reserve to the Committee the right to elect among those alternatives or (ii)
preclude the right of the Participant to receive and the Company to issue Common
Shares or other equity securities in lieu of cash.

(b) Any grant may specify that the amount payable upon the
exercise of an Appreciation Right shall not exceed a maximum specified by the
Committee on the Date of Grant.

(c) Each grant shall specify (i) the period or periods of
continuous employment, or continuous engagement of the consulting services, of
the Optionee by the Company or any Subsidiary that are necessary and/or the
individual or aggregate performance criteria that must be satisfied before the
Appreciation Rights or installments thereof shall become exercisable and (ii)
permissible dates or periods on or during which Appreciation Rights shall be
exercisable.

5
<PAGE>

(d) Any grant may specify that an Appreciation Right may be
exercised only in the event of a change in control of the Company or other
similar transaction or event.

(e) Any grant may provide for the payment to the Participant
of dividend equivalents thereon in cash or Common Shares on a current, deferred
or contingent basis.

(f) Each grant shall be evidenced by an agreement, which shall
be executed on behalf of the Company by any designated officer thereof and
delivered to and accepted by the Optionee and shall describe the subject
Appreciation Rights, identify any related Option Rights, state that the
Appreciation Rights are subject to all of the terms and conditions of this Plan
and contain such other terms and provisions as the Committee may determine
consistent with this Plan.

(g) Regarding Tandem Appreciation Rights only: Each grant
shall provide that a Tandem Appreciation Right may be exercised only (i) at a
time when the related Option Right (or any similar right granted under any other
plan of the Company) is also exercisable and the Spread is positive and (ii) by
surrender of the related Option Right (or such other right) for cancellation.

(h) Regarding Free-standing Appreciation Rights only:

(i) Each grant shall specify in respect of each Free-
standing Appreciation Right a Base Price per Common Share, which shall
be equal to or greater than the Market Value per Share on the Date of
Grant;

(ii) Successive grants may be made to the same
Participant regardless of whether any Free-standing Appreciation Rights
previously granted to the Participant remain unexercised; and

(iii) No Free-standing Appreciation Right granted
under this Plan may be exercised more than 10 years from the Date of
Grant.

6. Restricted Shares. The Committee may also authorize grants or sales
to Participants of Restricted Shares upon such terms and conditions as the
Committee may determine in accordance with the following provisions:

(a) Each grant or sale shall constitute an immediate transfer
of the ownership of Common Shares to the Participant in consideration of the
performance of services, entitling such Participant to dividend, voting and
other ownership rights, subject to the substantial risk of forfeiture and
restrictions on transfer hereinafter referred to.

(b) Each grant or sale may be made without additional
consideration from the Participant or in consideration of a payment by the
Participant that is less than the Market Value per Share on the Date of Grant.

(c) Each grant or sale shall provide that the Restricted
Shares covered thereby shall be subject to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Code for a period to be determined by
the Committee on the Date of Grant, and any grant or sale may provide for the

6
<PAGE>

earlier termination of such period in the event of a change in control of the
Company or other similar transaction or event.

(d) Each grant or sale shall provide that, during the period
for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Shares shall be prohibited or restricted in
the manner and to the extent prescribed by the Committee on the Date of Grant.
Such restrictions may include without limitation rights of repurchase or first
refusal in the Company or provisions subjecting the Restricted Shares to a
continuing substantial risk of forfeiture in the hands of any transferee.

(e) Any grant or sale may require that any or all dividends or
other distributions paid on the Restricted Shares during the period of such
restrictions be automatically sequestered and reinvested on an immediate or
deferred basis in additional Common Shares, which may be subject to the same
restrictions as the underlying award or such other restrictions as the Committee
may determine.

(f) Each grant or sale shall be evidenced by an agreement,
which shall be executed on behalf of the Company by any designated officer
thereof and delivered to and accepted by the Participant and shall contain such
terms and provisions as the Committee may determine consistent with this Plan.
Unless otherwise directed by the Committee, all certificates representing
Restricted Shares, together with a stock power that shall be endorsed in blank
by the Participant with respect to the Restricted Shares, shall be held in
custody by the Company until all restrictions thereon lapse.

7. Deferred Shares. The Committee may also authorize grants or sales of
Deferred Shares to Participants upon such terms and conditions as the Committee
may determine in accordance with the following provisions:

(a) Each grant or sale shall constitute the agreement by the
Company to issue or transfer Common Shares to the Participant in the future in
consideration of the performance of services, subject to the fulfillment during
the Deferral Period of such conditions as the Committee may specify.

(c) Each grant or sale shall provide that the Deferred Shares
covered thereby shall be subject to a Deferral Period, which shall be fixed by
the Committee on the Date of Grant, and any grant or sale may provide for the
earlier termination of the Deferral Period in the event of a change in control
of the Company or other similar transaction or event.

(d) During the Deferral Period, the Participant shall not have
any right to transfer any rights under the subject award, shall not have any
rights of ownership in the Deferred Shares and shall not have any right to vote
the Deferred Shares, but the Committee may on or after the Date of Grant
authorize the payment of dividend equivalents on the Deferred Shares in cash or
additional Common Shares on a current, deferred or contingent basis.

7
<PAGE>

(e) Each grant or sale shall be evidenced by an agreement,
which shall be executed on behalf of the Company by any designated officer
thereof and delivered to and accepted by the Participant and shall contain such
terms and provisions as the Committee may determine consistent with this Plan.

8. Transferability.

(a) No Incentive Stock Option granted under this Plan may be
transferred by a Participant, except by will or the laws of descent and
distribution. Except as otherwise provided in the agreement evidencing such
option or right, no Nonqualified Option or Appreciation Right granted under this
Plan may be transferred by a Participant, except (i) by will or the laws of
descent and distribution, (ii) to one or more members of the Participant's
immediate family, or (iii) to a trust established for the benefit of the
Participant and/or one or more members of the Participant's immediate family.
Option Rights and Appreciation Rights granted under this Plan may not be
exercised during a Participant's lifetime except by (i) the Participant, (ii) a
transferee of the Participant described in the preceding sentence, or (iii) in
the event of the legal incapacity of the Participant or any such transferee, by
the guardian or legal representative of the Participant or such transferee (as
applicable) acting in a fiduciary capacity on behalf thereof under state law and
court supervision.

(b) Any grant made under this Plan may provide that all or any
part of the Common Shares that are to be issued or transferred by the Company
upon the exercise of Option Rights or Appreciation Rights or upon the
termination of the Deferral Period applicable to Deferred Shares, or are no
longer subject to the substantial risk of forfeiture and restrictions on
transfer referred to in Section 6 of this Plan, shall be subject to further
restrictions upon transfer.

9. Adjustments.

(a) The Committee may make or provide for such adjustments in
the number of Common Shares covered by outstanding Option Rights, Appreciation
Rights and Deferred Shares granted hereunder, the Option Prices per Common Share
or Base Prices per Common Share applicable to any such Option Rights and
Appreciation Rights, and the kind of shares (including shares of another issuer)
covered thereby, as the Committee may in good faith determine to be equitably
required in order to prevent dilution or expansion of the rights of Participants
that otherwise would result from (i) any stock dividend, stock split,
combination of shares, recapitalization or similar change in the capital
structure of the Company or (ii) any merger, consolidation, spin-off, spin-out,
split-off, split-up, reorganization, partial or complete liquidation or other
distribution of assets, issuance of warrants or other rights to purchase
securities or any other corporate transaction or event having an effect similar
to any of the foregoing. In the event of any such transaction or event, the
Committee may provide in substitution for any or all outstanding awards under
this Plan such alternative consideration as it may in good faith determine to be
equitable under the circumstances and may require in connection therewith the
surrender of all awards so replaced. Moreover, the Committee may on or after the
Date of Grant provide in the agreement evidencing any award under this Plan that
the holder of the award may elect to receive an equivalent award in respect of
securities of the surviving entity of any merger, consolidation or other
transaction or event having a similar effect, or the Committee may provide that
the holder will automatically be entitled to receive such an equivalent award.
The Committee may also make or provide for such adjustments in the maximum
numbers of Common Shares specified in

8
<PAGE>

Section 3 of this Plan as the Committee may in good faith determine to be
appropriate in order to reflect any transaction or event described in this
Section 9.

(b) If another corporation is merged into the Company or the
Company otherwise acquires another corporation, the Committee may elect to
assume under this Plan any or all outstanding stock options or other awards
granted by such corporation under any stock option or other plan adopted by it
prior to such acquisition. Such assumptions shall be on such terms and
conditions as the Committee may determine; provided, however, that the awards as
so assumed do not contain any terms, conditions or rights that are inconsistent
with the terms of this Plan. Unless otherwise determined by the Committee, such
awards shall not be taken into account for purposes of the limitations contained
in Section 3 of this Plan.

10. Fractional Shares. The Company shall not be required to issue any
fractional Common Shares pursuant to this Plan. The Committee may provide for
the elimination of fractions or for the settlement thereof in cash.

11. Withholding Taxes. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Company for the withholding are insufficient, it
shall be a condition to the receipt of any such payment or the realization of
any such benefit that the Participant or such other person make arrangements
satisfactory to the Company for payment of the balance of any taxes required to
be withheld. At the discretion of the Committee, any such arrangements may
without limitation include voluntary or mandatory relinquishment of a portion of
any such payment or benefit or the surrender of outstanding Common Shares. The
Company and any Participant or such other person may also make similar
arrangements with respect to the payment of any taxes with respect to which
withholding is not required.

12. Certain Terminations of Employment or Consulting Services,
Hardship, and Approved Leaves of Absence. Notwithstanding any other provision of
this Plan to the contrary, in the event of termination of employment or
consulting services by reason of death, disability, normal retirement, early
retirement with the consent of the Company, termination of employment or
consulting services to enter public or military service with the consent of the
Company or leave of absence approved by the Company, or in the event of hardship
or other special circumstances, of a Participant who holds an Option Right or
Appreciation Right that is not immediately and fully exercisable, any Restricted
Shares as to which the substantial risk of forfeiture or the prohibition or
restriction on transfer has not lapsed, any Deferred Shares as to which the
Deferral Period is not complete, or any Common Shares that are subject to any
transfer restriction pursuant to Section 8(b) of this Plan, the Committee may
take any action that it deems to be equitable under the circumstances or in the
best interests of the Company, including without limitation waiving or modifying
any limitation or requirement with respect to any award under this Plan.

13. Administration of the Plan.

(a) This Plan shall be administered by the Compensation
Committee of the Board, which shall be composed of not less than two members of
the Board, or, in the absence of a Compensation Committee, by the full Board. At
any time that awards under the Plan are subject to

9
<PAGE>

Rule 16b-3, each member of the Compensation Committee shall be a "non-employee
director" within the meaning of such Rule. In addition, at any time that the
Company is subject to Section 162(m) of the Code, each member of the
Compensation Committee shall be an "outside director" within the meaning of such
Section. A majority of the Committee shall constitute a quorum, and the acts of
the members of the Committee who are present at any meeting thereof at which a
quorum is present, or acts unanimously approved by the members of the Committee
in writing, shall be the acts of the Committee. Notwithstanding the foregoing,
the Committee may delegate to the President and/or the Chief Executive Officer
of the Company (or the delegate of either or both such officers) its rights,
duties and responsibilities under the Plan with respect to Participants who are
not subject to Rule 16b-3 and Section 162(m) of the Code, subject to applicable
law and such terms and conditions as the Committee may impose.

(b) The interpretation and construction by the Committee of
any provision of this Plan or any agreement, notification or document evidencing
the grant of Option Rights, Appreciation Rights, Restricted Shares or Deferred
Shares, and any determination by the Committee pursuant to any provision of this
Plan or any such agreement, notification or document, shall be final and
conclusive. No member of the Committee shall be liable for any such action taken
or determination made in good faith.

14. Amendments and Other Matters.

(a) This Plan may be amended from time to time by the
Committee; provided, however, that except as expressly authorized by this Plan,
no such amendment shall cause this Plan to cease to satisfy any applicable
condition of Rule 16b-3 or cause any award under the Plan to cease to qualify
for any applicable exception under Section 162(m) of the Code, without the
further approval of the stockholders of the Company.

(b) With the concurrence of the affected Participant, the
Committee may cancel any agreement evidencing Option Rights or any other award
granted under this Plan. In the event of any such cancellation, the Committee
may authorize the granting of new Option Rights or other awards hereunder, which
may or may not cover the same number of Common Shares as had been covered by the
cancelled Option Rights or other award, at such Option Price, in such manner and
subject to such other terms, conditions and discretion as would have been
permitted under this Plan had the cancelled Option Rights or other award not
been granted.

(c) The Committee may condition the grant of any award or
combination of awards authorized under this Plan on the surrender or deferral by
the Participant of his or her right to receive a cash bonus or other
compensation otherwise payable by the Company or a Subsidiary to the
Participant.

(d) This Plan shall not confer upon any Participant any right
with respect to continuance of employment or other service with the Company or
any Subsidiary and shall not interfere in any way with any right that the
Company or any Subsidiary would otherwise have to terminate any Participant's
employment or other service at any time.

10
<PAGE>

(e) To the extent that any provision of this Plan would
prevent any Option Right that was intended to qualify as an Incentive Stock
Option from so qualifying, any such provision shall be null and void with
respect to any such Option Right; provided, however, that any such provision
shall remain in effect with respect to other Option Rights, and there shall be
no further effect on any provision of this Plan.

(f) Any award that may be made pursuant to an amendment to
this Plan that shall have been adopted without the approval of the stockholders
of the Company shall be null and void if it is subsequently determined that such
approval was required under the terms of the Plan or applicable law.

(g) Unless otherwise determined by the Committee, this Plan is
intended to comply with Rule 16b-3 at all times that awards hereunder are
subject to such Rule.

<PAGE>

Exhibit 10.9

AMENDED AND RESTATED
TRITEL, INC.
1999 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS

1. Purpose. The purpose of this Plan is to attract and retain qualified
individuals to serve as non-employee members of the Board of Directors of
Tritel, Inc. (the "Company") and to provide such persons with appropriate
incentives. The Company adopted the Plan effective as of January 7, 1999, and
has subsequently amended the Plan. Unless extended by amendment in accordance
with the terms of the Plan, no Option Rights will be granted hereunder after the
tenth anniversary of such effective date.

2. Definitions. As used in this Plan,

"Board" means the Board of Directors of the Company.

"Change in Control" means a change in control of the Company, which
will be deemed to have occurred after the effective date of this Plan if:

(i) any "person" as such term is used in Section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof except that such term shall not include (A) the Company
or any of its subsidiaries, (B) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
affiliates, (C) an underwriter temporarily holding securities pursuant
to an offering of such securities, (D) any corporation owned, directly
or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of Common Shares, or (E) any person
or group as used in Rule 13d-1(b) under the Exchange Act, is or becomes
the Beneficial Owner, as such term is defined in Rule 13d-3 under the
Exchange Act, directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such person any
securities acquired directly from the Company or its affiliates other
than in connection with the acquisition by the Company or its
affiliates of a business) representing 50% or more of the combined
voting power of the Company's then outstanding securities.

(ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board,
and any new director (other than (A) a director designated by a person
who has entered into an agreement with the Company to effect a
transaction described in clause (i), (iii), or (iv) of this definition
or (B) a director whose initial assumption of office is in connection
with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of
directors of the Company) whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or
<PAGE>

whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority thereof;

(iii) there is consummated a merger or consolidation
of the Company or any direct or indirect subsidiary of the Company with
any other corporation, other than (A) a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof) in combination with the
ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the Company,
at least 75% of the combined voting power of the securities of the
Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no person (as defined above) is or
becomes the beneficial owner, directly or indirectly, of securities of
the Company (not including in the securities beneficially owned by such
person any securities acquired directly from the Company or its
affiliates other than in connection with the acquisition by the Company
or its affiliates of a business) representing 25% or more of the
combined voting power of the Company's then outstanding securities; or

(iv) the stockholders of the Company approve a plan
of complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets (or any transaction
having a similar effect) other than a sale or disposition by the
Company of all or substantially all of the Company's assets to an
entity, at least 75% of the combined voting power of the voting
securities of which are owned by stockholders of the Company in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.

Notwithstanding the foregoing, no change in voting power triggered solely by the
holders of shares of Voting Preference Stock of the Company beginning to vote as
a class with holders of Class A Voting Common Stock of the Company shall be
deemed a Change in Control under this Plan.

"Code" means the Internal Revenue Code of 1986, as amended from time to
time.

"Date of Grant" means the date specified by the Board on which a grant
of Option Rights shall become effective, which shall not be earlier than the
date on which the Board takes action with respect thereto.

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"Disability" means any physical or mental illness, injury or condition
that would qualify a Participant for benefits under any long-term disability
benefit plan maintained by the Company or any Subsidiary and applicable to such
Participant (or, if the Participant is not eligible for any such plan, to senior
executive officers of the Company).

"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

"Market Value per Share" means the fair market value of the Common
Shares as determined by the Board from time to time.

"Option Price" means the purchase price payable upon the exercise of an
Option Right.

"Option Right" means the right to purchase Common Shares from the
Company upon the exercise of a nonqualified stock option granted pursuant to
Section 4 of this Plan.

"Participant" means an individual who, at the time of any automatic
award of Option Rights pursuant to Section 4 below, is a member of the Board and
both a "non-employee director" within the meaning of Rule 16b-3 and an "outside
director" within the meaning of Section 162(m) of the Code.

"Rule 16b-3" means Rule 16b-3, as promulgated and amended from time to
time by the Securities and Exchange Commission under the Exchange Act, or any
successor rule to the same effect.

"Subsidiary" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Company has a direct or
indirect ownership or other equity interest.

3. Shares Available under the Plan.

(a) Subject to adjustment as provided in Section 6 of this
Plan, the number of Common Shares which may be issued or transferred upon the
exercise of Option Rights shall not in the aggregate exceed 250 Common Shares,
which may be Common Shares of original issuance or Common Shares held in
treasury or a combination thereof. For the purposes of this Section 3(a):

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4. Option Rights. Subject to adjustment as provided in Section 6 of
this Plan, the Board may grant to each Participant Option Rights to purchase
Common Shares upon such terms and conditions as the Board shall determine in
accordance with the following provisions:

(a) Each grant shall specify an Option Price per Common Share,
which shall equal the Market Value per Share on the Date of Grant.

(b) Each grant shall specify the form of consideration to be
paid in satisfaction of the Option Price and the manner of payment of such
consideration, which consist of (i) cash in the form of currency or check or
other cash equivalent acceptable to the Company, (ii) nonforfeitable,
unrestricted Common Shares, which are already owned by the Participant and (iii)
any combination of the foregoing.

(c) Any grant shall, if there is then a public market for the
Common Shares, provide for deferred payment of the Option Price from the
proceeds of sale through a broker of some or all of the Common Shares to which
the exercise relates.

(d) Successive grants may be made to the same Participant
regardless of whether any Option Rights previously granted to the Participant
remain unexercised.

(e) Each grant shall specify that the Option Rights awarded
thereby shall become exercisable in full no later than upon the earliest to
occur of (i) the 10th anniversary of the Date of Grant, (ii) the date of the
Participant's death or Disability, and (iii) the effective date of a Change in
Control, provided, in each case, that the Participant remains in continuous
service with the Company until such date.

(f) Option Rights granted pursuant to this Section 4 shall be
nonqualified stock options.

(g) No Option Right granted pursuant to this Section 4 may be
exercised more than 10 years from the Date of Grant.

(h) Each grant shall be evidenced by an agreement, which shall
be executed on behalf of the Company by any designated officer thereof and
delivered to and accepted by the Participant and shall contain such terms and
provisions as the Board may determine consistent with this Plan.

5. Transferability. No Option Right granted under this Plan may be
transferred by a Participant, except (i) by will or the laws of descent and
distribution, (ii) to one or more members of the Participant's immediate family,
or (iii) to a trust established for the benefit of the Participant and/or one or
more members of the Participant's immediate family. Option Rights granted under
this Plan may not be exercised during a Participant's lifetime except by (i) the
Participant, (ii) a transferee of the Participant described in the preceding
sentence, or (iii) in the event of the legal incapacity of the Participant or
any such transferee, by the guardian or legal representative of the Participant
or such

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transferee (as applicable) acting in a fiduciary capacity on behalf thereof
under state law and court supervision.

6. Adjustments.

(a) The Board may make or provide for such adjustments in the
number of Common Shares covered by outstanding Option Rights granted hereunder,
the Option Prices per Common Share applicable to any such Option Rights, and the
kind of shares (including shares of another issuer) covered thereby, as the
Board may in good faith determine to be equitably required in order to prevent
dilution or expansion of the rights of Participants that otherwise would result
from (i) any stock dividend, stock split, combination of shares,
recapitalization or similar change in the capital structure of the Company or
(ii) any merger, consolidation, spin-off, spin-out, split-off, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of warrants or other rights to purchase securities or any other
corporate transaction or event having an effect similar to any of the foregoing.
In the event of any such transaction or event, the Board may provide in
substitution for any or all outstanding awards under this Plan such alternative
consideration as it may in good faith determine to be equitable under the
circumstances and may require in connection therewith the surrender of all
awards so replaced. Moreover, the Board may on or after the Date of Grant
provide in the agreement evidencing any award under this Plan that the holder of
the award may elect to receive an equivalent award in respect of securities of
the surviving entity of any merger, consolidation or other transaction or event
having a similar effect, or the Board may provide that the holder will
automatically be entitled to receive such an equivalent award. The Board may
also make or provide for such adjustments in the maximum numbers of Common
Shares specified in Section 3 of this Plan as the Board may in good faith
determine to be appropriate in order to reflect any transaction or event
described in this Section 6.

(b) If another corporation is merged into the Company or the
Company otherwise acquires another corporation, the Board may elect to assume
under this Plan any or all outstanding stock options or other awards granted by
such corporation under any stock option or other plan adopted by it prior to
such acquisition. Such assumptions shall be on such terms and conditions as the
Board may determine; provided, however, that the awards as so assumed do not
contain any terms, conditions or rights that are inconsistent with the terms of
this Plan. Unless otherwise determined by the Board, such awards shall not be
taken into account for purposes of the limitations contained in Section 3 of
this Plan.

7. Fractional Shares. The Company shall not be required to issue any
fractional Common Shares pursuant to this Plan. The Board may provide for the
elimination of fractions or for the settlement thereof in cash.

8. Withholding Taxes. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Company for the withholding are insufficient, it
shall be a condition to the receipt of any such payment or the realization of
any such benefit that the Participant or such other person make arrangements
satisfactory to the Company for payment of the balance of any taxes required to
be withheld. At the discretion of the Board, any such

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arrangements may without limitation include voluntary or mandatory
relinquishment of a portion of any such payment or benefit or the surrender of
outstanding Common Shares. The Company and any Participant or such other person
may also make similar arrangements with respect to the payment of any taxes with
respect to which withholding is not required.

9. Administration of the Plan.

(a) This Plan shall be administered by the Board. A majority
of the Board shall constitute a quorum, and the acts of the members of the Board
who are present at any meeting thereof at which a quorum is present, or acts
unanimously approved by the members of the Board in writing, shall be the acts
of the Board.

(b) The interpretation and construction by the Board of any
provision of this Plan or any agreement, notification or document evidencing the
grant of Option Rights, and any determination by the Board pursuant to any
provision of this Plan or any such agreement, notification or document, shall be
final and conclusive. No member of the Board shall be liable for any such action
taken or determination made in good faith.

10. Amendments and Other Matters.

(a) This Plan may be amended from time to time by the Board;
provided, however, that except as expressly authorized by this Plan, no such
amendment shall cause this Plan to cease to satisfy any applicable condition of
Rule 16b-3 without the further approval of the stockholders of the Company.

(b) With the concurrence of the affected Participant, the
Board may cancel any agreement evidencing Option Rights or any other award
granted under this Plan. In the event of any such cancellation, the Board may
authorize the granting of new Option Rights or other awards hereunder, which may
or may not cover the same number of Common Shares as had been covered by the
cancelled Option Rights or other award, at such Option Price, in such manner and
subject to such other terms, conditions and discretion as would have been
permitted under this Plan had the cancelled Option Rights or other award not
been granted.

(c) This Plan shall not confer upon any Participant any right
with respect to continuance of service with the Board, the Company or any
Subsidiary and shall not interfere in any way with any right that the Company,
its stockholders or any Subsidiary would otherwise have to terminate any
Participant's service at any time.

(e) Any award that may be made pursuant to an amendment to
this Plan that shall have been adopted without the approval of the stockholders
of the Company shall be null and void if it is subsequently determined that such
approval was required under the terms of the Plan or applicable law.

(f) Unless otherwise determined by the Board, this Plan is
intended to comply with Rule 16b-3 at all times that awards hereunder are
subject to such Rule.

<PAGE>

Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Tritel, Inc.:

We consent to the use of our report dated February 16, 1999 related to the
consolidated financial statements of Tritel, Inc. and Predecessor Companies as
of December 31, 1997 and 1998 and for each of the years in the three-year
period ended December 31, 1998 and for the period from July 27, 1995
(inception) to December 31, 1998 included herein and to the reference to our
firm under the headings "Selected Consolidated Financial Data" and "Experts"
in the prospectus.

Jackson, Mississippi

December 10, 1999

/s/ KPMG Peat Marwick LLP