TELECORP TRITEL HOLDING CO
S-4/A, 2000-06-20
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
Previous: HOME LOAN TRUST 2000 1 MORTGAGE PASS THROUGH CERT SER 2000 A, 8-K, 2000-06-20
Next: TELECORP TRITEL HOLDING CO, S-4/A, EX-5, 2000-06-20



<PAGE>


   As filed with the Securities and Exchange Commission on June 20, 2000

                                                  Registration No.333-36954
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              Amendment No. 1

                                    To
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

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

                        TELECORP-TRITEL HOLDING COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

        Delaware                      4812                 54-1988007
                               (Primary Standard        (I.R.S. Employer
    (State or Other                Industrial        Identification Number)
    Jurisdiction of           Classification Code
    Incorporation or                Number)
     Organization)

                         1010 N. Glebe Road, Suite 800
                              Arlington, VA 22201
                                 (703) 236-1100
  (Address, including Zip Code, and Telephone Number, including Area Code, of
                   Registrant's Principal Executive Offices)

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

                               Thomas H. Sullivan
              Executive Vice President and Chief Financial Officer
                        TeleCorp-Tritel Holding Company
                         1010 N. Glebe Road, Suite 800
                              Arlington, VA 22201
                                 (703) 236-1100
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)

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

                                   Copies to:
<TABLE>
<S>                            <C>                         <C>                        <C>
    Brian Hoffmann, Esq.         John R. Pomerance, Esq.    James H. Neeld, IV, Esq.   Michael A. King, Esq.
Cadwalader, Wickersham & Taft     Lewis J. Geffen, Esq.           Tritel, Inc.            Brown & Wood LLP
       100 Maiden Lane         Mintz, Levin, Cohn, Ferris,   111 E. Capitol Street     One World Trade Center
  New York, New York 10038       Glovsky and Popeo, P.C.           Suite 500          New York, New York 10048
       (212) 504-6000             One Financial Center     Jackson, Mississippi 39201      (212) 839-5300
                               Boston, Massachusetts 02111       (601) 914-8000
                                     (617) 542-6000
</TABLE>

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

   Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective and all other conditions to the proposed merger described herein have
been satisfied or waived.

   If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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 of 1933, 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 of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

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

   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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>


                             TeleCorp Tritel Merger
                       Joint Proxy Statement - Prospectus

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

                     Notice of Special Stockholder Meetings

       TeleCorp PCS                                           Tritel
    Stockholder Meeting                                 Stockholder Meeting
      August 8, 2000                                      August 8, 2000
    Arlington, Virginia                                Jackson, Mississippi

                               [LOGO OF SUNCOM]

       [LOGO OF TELECORP PCS]                     [LOGO OF TRITEL]
<PAGE>

                                [LOGO OF SUNCOM]
                      Member of the AT&T Wireless Network

           To the stockholders of TeleCorp PCS, Inc. and Tritel, Inc.

   TeleCorp and Tritel have agreed to combine in a merger transaction where
each company will merge with a separate newly formed subsidiary of a new
holding company. After the transaction, TeleCorp-Tritel Holding Company will be
renamed TeleCorp PCS, Inc. and each of TeleCorp, which will change its name to
TeleCorp Wireless, Inc., and Tritel will be subsidiaries of the newly renamed
TeleCorp PCS, Inc. Throughout this document, to avoid confusion, we will refer
to the new holding company as "Holding Company." We are proposing the merger
because we believe the combined strengths of our two companies will enable us
to better position ourselves to compete in the wireless personal communications
services, commonly referred to as PCS, marketplace. We believe that the merger
will benefit the stockholders of both companies and we ask for your support in
voting for the merger proposals at our special meetings.

   When the merger is completed:

  .  TeleCorp common stockholders will receive one share of a corresponding
     class of substantially similar Holding Company common stock for each
     share of each class of TeleCorp class A voting common through class D
     common and voting preference common stock they own, except that TeleCorp
     class B non-voting common stockholders, if any, will receive one share
     of Holding Company class A voting common stock for each share they own;

  .  TeleCorp preferred stockholders will receive one share of a
     corresponding series of substantially similar Holding Company preferred
     stock for each share of each series of TeleCorp preferred stock they
     own;

  .  Tritel class A voting common and class B non-voting common stockholders
     will receive 0.76 shares of Holding Company class A voting common stock
     for each share they own and cash in lieu of any fractional shares;

  .  Tritel class C common and class D common stockholders will receive
     0.0076 shares of Holding Company class E common and class F common
     stock, respectively, and 0.7524 shares of Holding Company class A voting
     common stock for each share they own and cash in lieu of any fractional
     shares;

  .  E.B. Martin, Jr., as a Tritel voting preference common stockholder, will
     receive an aggregate amount of $10 million for all the shares of voting
     preference common stock he owns;

  .  William M. Mounger, II, as a Tritel voting preference common
     stockholder, will receive three shares of Holding Company voting
     preference common stock for all the shares of Tritel voting preference
     common stock he owns. In connection with the merger, Mr. Mounger will
     receive a put right to sell his shares of Holding Company voting
     preference common stock for $10 million; and

  .  Tritel series A preferred and series D preferred stockholders will
     receive one share of Holding Company series B convertible preferred and
     series G preferred stock, respectively, for each share they own.

   Holding Company intends to apply to list its class A voting common stock on
the Nasdaq National Market under the symbol "TLCP."

   The board of directors of both TeleCorp and Tritel have unanimously approved
the merger and recommend that their stockholders vote FOR the merger proposals
as described in the attached materials. Information about the merger is
contained in this joint proxy statement-prospectus. We urge you to read this
material, including the section describing risk factors relating to the merger
that begins on page 19.
<PAGE>

   Approval of the merger agreement requires the affirmative vote of the
holders of a majority of the voting power of shares of TeleCorp class A voting
common stock and TeleCorp voting preference common stock, voting as a single
class, outstanding as of the record date voting at the TeleCorp special
meeting.

   Pursuant to a voting agreement with TeleCorp and Tritel, Gerald T. Vento and
Thomas H. Sullivan have agreed to vote all of their shares of TeleCorp capital
stock, which represent a majority of the voting power of TeleCorp capital stock
entitled to vote at the special meeting, in favor of the adoption of the merger
agreement. Accordingly, approval of the merger agreement by TeleCorp
stockholders is assured without the affirmative vote of any other stockholder.

   Approval of the merger agreement requires the affirmative vote of the
holders of a majority of the voting power of shares of Tritel class A voting
common stock and Tritel voting preference common stock, voting as a single
class, outstanding as of the record date voting at the Tritel special meeting.

   Pursuant to a voting agreement with Tritel and TeleCorp, Mr. Mounger and Mr.
Martin have agreed to vote all of their shares of Tritel capital stock, which
represent a majority of the total voting power of Tritel capital stock entitled
to vote at the Tritel special meeting, in favor of the adoption of the merger
agreement. Accordingly, approval of the merger agreement by Tritel stockholders
is assured without the affirmative vote of any other stockholder.

   The dates, times and places of the meetings are as follows:

<TABLE>
<S>                                            <C>
         For TeleCorp stockholders:                       For Tritel stockholders:
</TABLE>

<TABLE>
<S>                                            <C>
                August 8, 2000                                 August 8, 2000
            10:00 a.m./Local Time                          10:00 a.m./Local Time
                  Key Bridge                             Tritel's Executive Offices
                Marriott Hotel                             111 E. Capitol Street
               1401 Lee Highway                                  Suite 500
             Arlington, Virginia                            Jackson, Mississippi
</TABLE>

   To vote your shares, you may complete and return the enclosed proxy card or
voting instructions. If you are a holder of record, you may also cast your vote
in person at the special meeting. If your shares are held in an account at a
brokerage firm or bank, you must instruct them on how to vote your shares. If
you do not vote or do not instruct your broker or bank how to vote, it will
have the same effect as voting against the merger.

   We strongly support this combination of our companies and join with our
board of directors in enthusiastically recommending that you vote in favor of
the merger.


          /s/ Gerald T. Vento                  /s/ William M. Mounger, II

         Mr. Gerald T. Vento                Mr. William M. Mounger, II
   Chairman and Chief Executive Officer     Chairman and Chief Executive
            TeleCorp PCS, Inc.                       Officer
                                                    Tritel, Inc.

   This joint proxy statement-prospectus gives you detailed information about
the proposed merger and the other matters to be voted upon at your stockholders
meeting. Please also refer to the section entitled "Where You Can Find More
Information" on page 242 for additional information about TeleCorp and Tritel
on file with the Securities and Exchange Commission. We encourage you to read
this additional information.

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities to be issued in
connection with the merger or determined if this joint proxy statement-
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

   This joint proxy statement-prospectus is dated June 20, 2000, and is first
being mailed to stockholders of TeleCorp and Tritel on or about June 27, 2000.

<PAGE>

[LOGO OF TELECORP PCS, INC.]

                               TELECORP PCS, INC.
                         1010 N. Glebe Road, Suite 800
                           Arlington, Virginia 22201

               Notice of Special Meeting of TeleCorp Stockholders

                              August 8, 2000

                         at 10:00 a.m. Local Time

To the stockholders of TeleCorp PCS, Inc.:

   Notice is hereby given that a special meeting of stockholders of TeleCorp
PCS, Inc. will be held on August 8, 2000 at 10:00 a.m., local time, at the Key
Bridge Marriott Hotel, 1401 Lee Highway, Arlington, Virginia, for the following
purposes:

   1. To consider and vote upon a proposal to adopt a merger agreement between
TeleCorp and Tritel pursuant to which TeleCorp and Tritel will each become a
wholly owned subsidiary of a new holding company, TeleCorp-Tritel Holding
Company, that will be renamed TeleCorp PCS, Inc. and:

  .  each share of each class of TeleCorp common stock will be automatically
     converted into one share of a corresponding class of substantially
     identical Holding Company class A voting common through class D common
     and voting preference common stock, except that each share of TeleCorp
     class B non-voting common stock will be automatically converted into one
     share of Holding Company class A voting common stock; and

  .  each share of each series of TeleCorp preferred stock will be
     automatically converted into one share of a corresponding series of
     Holding Company preferred stock having terms substantially identical to
     those of the TeleCorp preferred stock.

   2. To transact any other business as may properly come before the special
meeting or any adjournment or postponement of the special meeting.

   These items of business are described in the attached joint proxy statement-
prospectus. Holders of record of TeleCorp class A voting common and voting
preference common stock at the close of business on June 19, 2000, the record
date, are entitled to notice of, and to vote at, the special meeting and any
adjournments or postponements of the special meeting.

   Approval of the merger agreement requires the affirmative vote of the
holders of a majority of the voting power of shares of TeleCorp class A voting
common stock and TeleCorp voting preference common stock, voting as a single
class, outstanding as of the record date voting at the TeleCorp special
meeting.

   Pursuant to a voting agreement with TeleCorp and Tritel, Mr. Vento and Mr.
Sullivan have agreed to vote all of their shares of TeleCorp capital stock,
which represent a majority of the voting power of TeleCorp capital stock
entitled to vote at the special meeting, in favor of the adoption of the merger
agreement. Accordingly, approval of the merger agreement by TeleCorp
stockholders is assured without the affirmative vote of any other stockholder.

   To vote your shares, you may complete and return the enclosed proxy card. If
you are a holder of record, you may also cast your vote in person at the
special meeting. If your shares are held in an account at a brokerage firm or
bank, you must instruct them on how to vote your shares. If you do not vote or
do not instruct your broker or bank how to vote, it will have the same effect
as voting against the merger.

                                      By order of the Board of Directors of
                                      TeleCorp PCS, Inc.

                                      /s/ Thomas H. Sullivan

                                      Thomas H. Sullivan

                                      Executive Vice President and Chief
                                       Financial Officer

Arlington, Virginia

June 20, 2000
<PAGE>

                                [LOGO OF TRITEL]

                                  TRITEL, INC.
                        111 E. Capitol Street, Suite 500
                           Jackson, Mississippi 39201

                Notice of Special Meeting of Tritel Stockholders

                              August 8, 2000

                         at 10:00 a.m. Local Time

To the stockholders of Tritel, Inc.:

   Notice is hereby given that a special meeting of the stockholders of Tritel,
Inc. will be held on August 8, 2000, at 10:00 a.m., local time, at Tritel's
executive offices, 111 E. Capitol Street, Suite 500, Jackson, Mississippi, for
the following purposes:

   1. To consider and vote upon a proposal to adopt a merger agreement between
TeleCorp and Tritel pursuant to which TeleCorp and Tritel will each become a
wholly owned subsidiary of a new holding company, TeleCorp-Tritel Holding
Company, that will be renamed TeleCorp PCS, Inc. and:
  .  each share of Tritel class A voting common and class B non-voting common
     stock will be automatically converted into 0.76 shares of Holding
     Company class A voting common stock and cash in lieu of any fractional
     shares;
  .  each share of Tritel class C common and class D common stock will be
     automatically converted into 0.0076 shares of Holding Company class E
     common and class F common stock, respectively, and 0.7524 shares of
     Holding Company class A voting common stock and cash in lieu of any
     fractional shares;
  .  all shares of Tritel voting preference common stock owned by E.B.
     Martin, Jr. will be automatically converted into an aggregate amount of
     $10 million;
  .  all shares of Tritel voting preference common stock owned by William M.
     Mounger, II will be automatically converted into three shares of Holding
     Company voting preference common stock. In connection with the merger,
     Mr. Mounger will receive a put right to sell his shares of Holding
     Company voting preference common stock for $10 million; and

  .  each share of Tritel series A preferred and series D preferred stock
     will be automatically converted into one share of Holding Company series
     B convertible preferred and series G preferred stock, respectively.

   2. To transact any other business that may properly come before the special
meeting or any adjournment or postponement of the special meeting.

   These items of business are described in the attached joint proxy statement-
prospectus. Holders of record of Tritel class A voting common and voting
preference common stock at the close of business on June 19, 2000, the record
date, are entitled to notice of, and to vote at, the special meeting and any
adjournments or postponements of the special meeting.

   Approval of the merger agreement requires the affirmative vote of the
holders of a majority of the voting power of shares of Tritel class A voting
common stock and Tritel voting preference common stock, voting as a single
class, outstanding as of the record date voting at the Tritel special meeting.

   Pursuant to a voting agreement with Tritel and TeleCorp, Mr. Mounger and Mr.
Martin have agreed to vote all of their shares of Tritel capital stock, which
represent a majority of the total voting power of Tritel capital stock entitled
to vote at the Tritel special meeting, in favor of the adoption of the merger
agreement. Accordingly, approval of the merger agreement by Tritel stockholders
is assured without the affirmative vote of any other stockholder.

   To vote your shares, you may complete and return the enclosed proxy card. If
you are a holder of record, you may also cast your vote in person at the
special meeting. If your shares are held in an account at a brokerage firm or
bank, you must instruct them on how to vote your shares. If you do not vote or
do not instruct your broker or bank on how to vote, it will have the same
effect as voting against the merger.

                                        By order of the Board of Directors of
                                         Tritel, Inc.

                                        /s/ James H. Neeld, IV

                                        James H. Neeld, IV
                                        Senior Vice President--General Counsel
                                         and Secretary
Jackson, Mississippi

June 20, 2000
<PAGE>

                             ADDITIONAL INFORMATION

   This joint proxy statement-prospectus incorporates important business and
financial information about TeleCorp and Tritel from other documents that are
not included in or delivered with the joint proxy statement-prospectus. This
information is available to you without charge upon your written or oral
request. You can obtain the documents incorporated by reference in this joint
proxy statement-prospectus by requesting them in writing or by telephone at one
of the following addresses or telephone numbers:

     TeleCorp PCS, Inc.                      Tritel, Inc.
     Investor Relations                      Investor Relations
     1010 North Glebe Road
     Suite 800                               111 E. Capitol Street
                                             Suite 500
     Arlington, Virginia 22201               Jackson, Mississippi 39201
     (703) 236-1100                          (601) 914-8000
     email: [email protected]          email: [email protected]


   If you would like to request any documents, please do so by August 1, 2000
in order to receive them before the special meetings.

   See "Where You Can Find More Information," which begins on page 242.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
                                    PART I
QUESTIONS AND ANSWERS ABOUT THE MERGER.....................................   1

SUMMARY OF THE JOINT PROXY STATEMENT-PROSPECTUS............................   4
  The Companies............................................................   4
  The Structure of the Merger..............................................   8
  Recommendation of the Boards of Directors................................  10
  Opinions of Financial Advisors...........................................  10
  Stockholder Approvals....................................................  10
  The Special Meetings.....................................................  11
  Board of Directors and Management Following the Merger...................  12
  Interests of Directors and Executive Officers in the Merger..............  12
  Treatment of Stock Options and Restricted Stock..........................  12
  Tax Consequences.........................................................  13
  Overview of the Merger Agreement.........................................  13
  AT&T Wireless Services Contribution......................................  14
  Other AT&T Transactions..................................................  14
  Stockholders' Agreements.................................................  15
  Voting Agreements........................................................  15
  TeleCorp-Tritel Holding Company Selected Unaudited Pro Forma Financial
   Data....................................................................  16
  Unaudited Comparative Per Share Information..............................  18

RISK FACTORS...............................................................  19
  Risks Relating to the Merger and Related Agreements......................  19
  Risks Relating to Our Business, Industry, Strategy and Operations........  20
  Risks Relating to Our Relationship with AT&T.............................  27
  Risks Relating to Financing..............................................  29
  Risks Relating to Regulatory Matters.....................................  31

MARKET PRICE AND DIVIDEND INFORMATION......................................  34

THE SPECIAL MEETINGS.......................................................  35
  Joint Proxy Statement-Prospectus.........................................  35
  Date, Time and Place of the Special Meetings.............................  35
  Purpose of the Special Meetings..........................................  35
  Stockholder Record Date for the Special Meetings.........................  36
  Vote Required for Adoption of the Merger Agreement.......................  36
  Proxies..................................................................  37
  Solicitation of Proxies..................................................  38

THE MERGER.................................................................  39
  Background of the Merger.................................................  39
  TeleCorp's Reasons for the Merger........................................  42
  Tritel's Reasons for the Merger..........................................  44
  Recommendation of TeleCorp's Board of Directors..........................  45
  Opinion of TeleCorp's Financial Advisor..................................  45
  Fee Arrangement with Lehman Brothers.....................................  52
  Recommendation of Tritel's Board of Directors............................  53
  Opinion of Tritel's Financial Advisor....................................  53
  Fee Arrangements with Merrill Lynch......................................  58
  Interests of TeleCorp Directors and Executive Officers in the Merger.....  59
  The Julie Dobson Employment Agreement....................................  61
  Interests of Tritel Directors and Executive Officers in the Merger.......  61
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                         <C>
  Completion and Effectiveness of the Merger...............................  64
  Structure of the Merger and Conversion of TeleCorp and Tritel Stock......  64
  Exchange of Stock Certificates for Holding Company Stock Certificates....  65
  Treatment of TeleCorp and Tritel Stock Options and Restricted Stock......  66
  Effect of the Merger on Outstanding TeleCorp and Tritel Credit
   Facilities..............................................................  66
  Material United States Federal Income Tax Consequences of the Merger.....  67
  Accounting Treatment of the Merger.......................................  69
  Regulatory Matters.......................................................  70
  Restrictions on Sales of Shares by Affiliates of TeleCorp and Tritel.....  70
  Nasdaq National Market Listing of Holding Company Common Stock to be
   Issued in the Merger....................................................  71
  Appraisal Rights.........................................................  71
  Delisting and Deregistration of TeleCorp and Tritel Common Stock after
   the Merger..............................................................  71
  The Merger Agreement.....................................................  71
  Transition Committee.....................................................  80
  Holding Company Charter and By-Laws......................................  80
  Description of AT&T Wireless Services Contribution.......................  80
  Description of Other AT&T Transactions...................................  81
  Stockholders' Agreements.................................................  86
  Voting Agreements........................................................ 100
  Business Relationships Between TeleCorp and Tritel....................... 101

TELECORP-TRITEL HOLDING COMPANY UNAUDITED PRO FORMA CONDENSED COMBINED
 FINANCIAL STATEMENTS...................................................... 102

INDUSTRY OVERVIEW.......................................................... 130

THE SUBSIDIARIES OF HOLDING COMPANY........................................ 132

TELECORP................................................................... 132
  Company Overview......................................................... 132
  Service.................................................................. 133
  Sales and Distribution................................................... 133
  Customer Care............................................................ 134
  Network Development...................................................... 134
  Acquisition History...................................................... 137
  Intellectual Property.................................................... 138
  Employees................................................................ 138
  Properties............................................................... 138
  Legal Proceedings........................................................ 139
  Stock Ownership of Certain Beneficial Owners and Management.............. 139
  Executive Compensation................................................... 145
  AT&T Agreements.......................................................... 149
  Other Related Party Transactions......................................... 158
  Selected Historical Financial Data....................................... 162
  TeleCorp Management's Discussion and Analysis of Financial Condition and
   Results of Operations................................................... 163
  Quantitative and Qualitative Disclosures About Market Risk............... 174

TRITEL..................................................................... 175
  Company Overview......................................................... 175
  Employees................................................................ 184
  Properties............................................................... 184
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                       <C>
  Legal Proceedings......................................................  184
  Stock Ownership of Management..........................................  184
  Executive Compensation.................................................  189
  Joint Venture Agreements With AT&T Wireless............................  194
  Certain Relationships and Related Transactions.........................  199
  Selected Historical Financial Information..............................  202
  Tritel Management's Discussion and Analysis of Financial Conditions and
   Results of Operations.................................................  203
  Quantitative and Qualitative Disclosure About Market Risk..............  213

GOVERNMENT REGULATION....................................................  215

STOCK PERFORMANCE GRAPH..................................................  220

DESCRIPTION OF HOLDING COMPANY CAPITAL STOCK.............................  221
  Authorized Capital Stock...............................................  221
  Holding Company Common Stock...........................................  222
  Holding Company Preferred Stock........................................  225
  Transfer Restrictions..................................................  231
  Transfer Agents and Registrars.........................................  231
  Anti-Takeover Considerations...........................................  231

COMPARISON OF RIGHTS OF HOLDING COMPANY STOCKHOLDERS, TELECORP
 STOCKHOLDERS AND TRITEL STOCKHOLDERS....................................  232

MANAGEMENT OF HOLDING COMPANY AFTER THE MERGER...........................  238
  Board of Directors of Holding Company..................................  238
  Committees of Holding Company Board of Directors.......................  241
  Compensation of Directors..............................................  241
  Executive Officers of Holding Company..................................  241
  Compensation of Executive Officers.....................................  241

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION.........................  242

WHERE YOU CAN FIND MORE INFORMATION......................................  242

LEGAL MATTERS............................................................  243

OTHER MATTERS............................................................  243

EXPERTS..................................................................  244

FINANCIAL STATEMENTS.....................................................  F-1
  TeleCorp PCS, Inc. and Subsidiaries and Predecessor Company............  F-2
  Tritel, Inc. and Subsidiaries and Predecessor Company.................. F-49
  TeleCorp-Tritel Holding Company and Subsidiaries....................... F-85
</TABLE>

ANNEX A--Agreement and Plan of Reorganization and Contribution
ANNEX B--Amendment No. 1 to the Agreement and Plan of Reorganization and
Contribution

ANNEX C--Amendment No. 2 to the Agreement and Plan of Reorganization and
Contribution

ANNEX D--Opinion of Lehman Brothers

ANNEX E--Opinion of Merrill Lynch

ANNEX F--Form of Restated Certificate of Incorporation of Holding Company

ANNEX G--Form of Restated By-laws of Holding Company

                                      iii
<PAGE>

                     QUESTIONS AND ANSWERS ABOUT THE MERGER

Q: Why are TeleCorp and Tritel proposing the merger?

A: The merger will combine two contiguous wireless service territories in the
   south-central United States. In connection with the merger agreement AT&T
   Wireless Services, Inc. agreed to contribute rights to purchase additional
   wireless properties and a two-year extension of the AT&T network membership
   license agreement. In a separate transaction, TeleCorp agreed to exchange
   wireless properties with AT&T Wireless PCS, LLC. The combined transactions
   will provide Holding Company with a licensed service area covering
   approximately 35 million people, including 16 of the top 100 U.S. markets.
   Upon closing the merger and separate exchange transaction, the increased
   operating scale and geographic scope of Holding Company will enable it to
   reduce operating expenses and enable Holding Company to provide a more
   compelling service offering for its customers. We will refer to AT&T
   Wireless PCS, LLC as "AT&T Wireless" and AT&T Wireless Services, Inc. as
   "AT&T Wireless Services."

Q: What will I receive in the merger?

A: Stockholders of TeleCorp and Tritel will receive the following in the
   merger:

  .  TeleCorp common stockholders will receive one share of a corresponding
     class of substantially similar Holding Company class A voting common
     through class D common and voting preference common stock for each share
     of each class of TeleCorp class A voting common through class D common
     and voting preference common stock they own, except that TeleCorp class
     B non-voting common stockholders, if any, will receive one share of
     Holding Company class A voting common stock for each share they own;

  .  TeleCorp preferred stockholders will receive one share of a
     corresponding series of substantially similar Holding Company preferred
     stock for each share of each series of TeleCorp preferred stock they
     own;

  .  Tritel class A voting common and class B non-voting common stockholders
     will receive 0.76 shares of Holding Company class A voting common stock
     for each share they own and cash in lieu of any fractional shares;

  .  Tritel class C common and class D common stockholders will receive
     0.0076 shares of Holding Company class E common and class F common
     stock, respectively, and 0.7524 shares of Holding Company class A voting
     common stock for each share they own and cash in lieu of any fractional
     shares;

  .  E.B. Martin, Jr., as a Tritel voting preference common stockholder, will
     receive an aggregate amount of $10 million for all of the shares of
     Tritel voting preference common stock he owns;

  .  William M. Mounger, II, as a Tritel voting preference common
     stockholder, will also receive three shares of Holding Company voting
     preference common stock for all of the shares of Tritel voting
     preference common stock he owns. In connection with the merger, Mr.
     Mounger will receive a put right to sell his shares of Holding Company
     voting preference common stock for $10 million; and

  .  Tritel series A preferred and series D preferred stockholders will
     receive one share of Holding Company series B convertible preferred and
     series G preferred stock, respectively, for each share they own.

Q: What stockholder approvals are needed?

A: For TeleCorp, the affirmative vote at the special meeting by the holders of
   a majority of the voting power of the outstanding shares of TeleCorp class A
   voting common stock and TeleCorp voting preference common stock, voting as a
   single class, as of the record date is required to adopt the merger
   agreement.

                                       1
<PAGE>


  Pursuant to a voting agreement with TeleCorp and Tritel, Mr. Vento and Mr.
  Sullivan have agreed to vote all of their shares of TeleCorp capital stock,
  which represent a majority of the voting power of TeleCorp capital stock
  entitled to vote at the special meeting, in favor of the adoption of the
  merger agreement. Accordingly, approval of the merger agreement by TeleCorp
  stockholders is assured without the affirmative vote of any other
  stockholder.

  For Tritel, the affirmative vote at the special meeting by the holders of a
  majority of the voting power of the outstanding shares of Tritel class A
  voting common stock and Tritel voting preference common stock, voting as a
  single class, as of the record date is required to adopt the merger
  agreement.

  Pursuant to a voting agreement with Tritel and TeleCorp, Mr. Mounger and
  Mr. Martin have agreed to vote all of their shares of Tritel capital stock,
  which represent a majority of the total voting power of Tritel capital
  stock entitled to vote at the Tritel special meeting, in favor of the
  adoption of the merger agreement. Accordingly, approval of the merger
  agreement by Tritel stockholders is assured without the affirmative vote of
  any other stockholder.

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this
   joint proxy statement-prospectus, please respond by completing, signing and
   dating your proxy card or voting instructions and returning it in the
   enclosed postage paid envelope as soon as possible so that your shares may
   be represented at your special meeting.

Q: What if I do not vote?

A:.  You should understand that approval of the merger by both TeleCorp and
     Tritel stockholders is assured even if you do not vote.

  .  If you fail to respond, it will have the same effect as a vote against
     the merger.

  .  If you respond and do not indicate how you want to vote, your proxy will
     be counted as a vote in favor of the merger.

  .  If you respond and abstain from voting, your proxy will have the same
     effect as a vote against the merger.

Q: If my shares are held in street name by my broker, will my broker vote my
shares for me?

A: Your broker will vote your shares only if you provide instructions on how to
   vote. You should follow the directions provided by your broker regarding how
   to instruct your broker to vote your shares. Without instructions, your
   shares will not be voted, which will have the same effect as a vote against
   the merger.

Q: Can I change my vote after I have delivered my proxy?

A: Yes. You can change your vote at any time before your proxy is voted at the
   special meeting. You can do this in one of three ways. First, you can revoke
   your proxy. Second, you can submit a new proxy. If you choose either of
   these two methods, you must submit your notice of revocation or your new
   proxy to the secretary of TeleCorp or Tritel, as appropriate, before the
   special meeting. If your shares are held in an account at a brokerage firm
   or bank, you should contact your brokerage firm or bank to change your vote.
   Third, if you are a holder of record, you can attend the special meeting and
   vote in person.

Q: Am I entitled to appraisal rights?

A: Under Delaware law, TeleCorp class A voting common stockholders and Tritel
   class A voting common stockholders are not entitled to appraisal rights in
   connection with the merger. Holders of TeleCorp voting preference common
   stock and Tritel voting preference common stock are entitled to appraisal
   rights under

                                       2
<PAGE>


   Delaware law. TeleCorp voting preference common stockholders and Tritel
   voting preference common stockholders have entered into a voting agreement
   with TeleCorp and Tritel under which all of the voting preference
   stockholders have agreed to vote their voting preference common shares in
   favor of the merger. Any TeleCorp voting preference common stockholder or
   Tritel voting preference common stockholder who votes in favor of the
   merger will not be able to exercise his appraisal rights.

Q: Should I send in my stock certificates now?

A: No. After the merger is completed, you will receive written instructions
   from the exchange agent on how to exchange your stock certificates for
   shares of Holding Company. Please do not send in your stock certificates
   with your proxy.

Q:  Where will my shares of Holding Company class A voting common stock be
    listed?

A: We intend to apply to list Holding Company class A voting common stock on
   the Nasdaq National Market under the symbol "TLCP."

Q: Will I receive dividends on my Holding Company shares?

A: Like TeleCorp and Tritel, Holding Company does not currently intend to pay
   dividends on its common stock. Holding Company will pay dividends on each
   series of its preferred stock in accordance with their terms.

Q: When do you expect the merger to be completed?

A: We are working to complete the merger as quickly as possible. We expect to
   complete the merger during the fourth quarter of this year.

Q: Who can help answer my questions?

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

  .  if you are a TeleCorp stockholder:

      TeleCorp PCS, Inc.
      Investor Relations
      1010 North Glebe Road
      Suite 800
      Arlington, Virginia 22201
      (703) 236-1100
      email: [email protected]

  .  if you are a Tritel stockholder:

      Tritel, Inc.
      Investor Relations
      111 E. Capitol Street
      Suite 500
      Jackson, Mississippi 39201
      (601) 914-8000
      email: [email protected]

                                       3
<PAGE>

                                [LOGO OF SUNCOM]
                      Member of the AT&T Wireless Network

                SUMMARY OF THE JOINT PROXY STATEMENT-PROSPECTUS

   This summary highlights selected information in the joint proxy statement-
prospectus and may not contain all of the information that is important to you.
You should carefully read this entire joint proxy statement-prospectus and the
other documents we refer to for a more complete understanding of the merger. In
particular, you should read the merger agreement attached to this joint proxy
statement-prospectus as Annex A. In addition, please also refer to the section
which we have entitled "Where You Can Find More Information" that begins on
page 242 for additional information about TeleCorp and Tritel on file with the
Securities and Exchange Commission. We encourage you to read this additional
information. Unless the context otherwise requires, references to Holding
Company after consummation of the merger mean Holding Company and its
subsidiaries.

The Companies

TeleCorp PCS, Inc.
1010 N. Glebe Road
Suite 800
Arlington, Virginia 22201
(703) 236-1100

   Founded in July 1996, TeleCorp currently provides wireless personal
communications services, or PCS, in selected markets in the United States and
is the largest AT&T Wireless affiliate in the United States in terms of
licensed population, with licenses covering 16.7 million people. As of March
31, 2000, TeleCorp had more than 228,000 customers and its networks covered
approximately 74% of the population where it held licenses. TeleCorp has also
joined with Tritel and another AT&T Wireless Services affiliate to operate
under a common regional brand name, SunCom.

   TeleCorp's business operations are focused on the following fundamental
areas:

  .  personal communications services;

  .  strategic alliances; and

  .  PCS network development.

   TeleCorp's personal communications services area provides several services,
such as:

  .  wireless calling with a wide range of features, including access to both
     digital and analog systems;

  .  customer care with strict quality standards and proactive and responsive
     customer service;

  .  sales and distribution through company stores, retail outlets, online
     sales and direct sales and marketing efforts; and

  .  sales of wireless personal communications handsets and accessories used
     in connection with the wireless services.

   TeleCorp's strategic alliance with AT&T provides TeleCorp with many
business, operational and marketing advantages, including:

  .  Exclusivity. TeleCorp is AT&T's exclusive provider of wireless mobility
     services using equal emphasis co-branding with AT&T in TeleCorp's
     covered markets, subject to AT&T's right to resell services on
     TeleCorp's network.

                                       4
<PAGE>


  .  Brand. TeleCorp has the right to use the AT&T brand name and logo
     together with the SunCom brand name and logo in TeleCorp's markets,
     giving equal emphasis to each.

  .  Roaming. TeleCorp is AT&T's preferred roaming partner for digital
     customers in TeleCorp's markets.

  .  Coast-to-Coast Coverage. Outside TeleCorp's markets, its customers can
     place and receive calls in AT&T Wireless's markets and the markets of
     AT&T Wireless's other roaming partners.

  .  Products and Services. TeleCorp receives preferred terms on selected
     products and services, including handsets, infrastructure equipment and
     back office support, from companies that provide these products and
     services to AT&T.

  .  Marketing. TeleCorp benefits from AT&T's nationwide marketing and
     advertising campaigns, including the success of the AT&T Digital One
     RateSM plans, in the marketing of its own national SunRate plans. In
     addition, TeleCorp is working with AT&T's national sales representatives
     to jointly market TeleCorp's wireless services to AT&T corporate
     customers located in TeleCorp's markets.

   Since TeleCorp launched its operations in February 1999, TeleCorp has
focused on developing its networks and markets and expanding its coverage
areas. As a result of these efforts, TeleCorp is able to:

  .  provide coast-to-coast coverage in connection with its roaming
     arrangements with AT&T Wireless;

  .  operate in 32 markets, including selected markets in the south-central
     and northeastern United States and Puerto Rico, which have an average
     population density of approximately 30% above the national average and
     have a high volume of wireless communications usage;

  .  obtain PCS licenses in major population centers as well as popular
     vacation destinations that attract an estimated 39 million visitors per
     year;

  .  provide PCS in markets that encompass eight of the 100 largest
     metropolitan areas;

  .  rely on an experienced senior management team with an average of 11
     years of experience in the wireless industry;

  .  build out its network using advanced digital technology allowing
     TeleCorp to offer enhanced services and features relative to standard
     cellular service;

  .  build out its network in the near future to expand its coverage to over
     40 markets and acquire contiguous licensed territories to maximize its
     coverage area;

  .  use licenses with a minimum of 30 to 35 Megahertz (or MHz), a measure of
     airwave frequency, in most of the major markets serviced by TeleCorp to
     competitively deploy new and enhanced voice and data services; and

  .  maintain a strong capital base which includes approximately $1.6 billion
     of committed capital, of which $1.1 billion has been funded as of March
     31, 2000.

Tritel, Inc.
111 E. Capitol Street
Suite 500
Jackson, Mississippi 39201
(601) 914-8010

   Tritel, Inc. is an AT&T Wireless Services affiliate with licenses to provide
PCS to approximately 14.0 million people in contiguous markets in the south-
central United States. As of March 31, 2000, Tritel had more than 63,800
customers and its networks covered over 50% of the population where it held
licenses. Tritel has also joined with TeleCorp and another AT&T Wireless
Services affiliate to operate under a common regional brand name, SunCom.

                                       5
<PAGE>


   Tritel began to provide wireless services in September 1999 and was
operational in eight of its major markets by the end of 1999. Tritel provides
PCS services as a member of the AT&T Wireless network, serving as the preferred
roaming provider to AT&T Wireless's digital wireless customers in virtually all
of its markets and co-branding its services with the AT&T and SunCom brands and
logos, giving equal emphasis to each.

   Tritel's affiliation with AT&T Wireless is an integral part of its strategy.
AT&T Wireless contributed PCS licenses covering 9.1 million people to Tritel in
exchange for its ownership stake in Tritel. As an AT&T Wireless affiliate,
Tritel enjoys numerous important benefits, including the following:

  .  Exclusivity. Tritel is AT&T's exclusive provider of wireless mobility
     services using equal emphasis co-branding with AT&T in Tritel's covered
     markets, subject to AT&T's right to resell services on Tritel's network,
     except for licenses covering 790,000 people in mostly rural areas.

  .  Brand. Tritel has the right to use the AT&T brand name and logo together
     with the SunCom brand name and logo in Tritel's markets, giving equal
     emphasis to each.

  .  Roaming. Tritel is AT&T's preferred roaming partner for digital
     customers in Tritel's markets, except for licenses covering 790,000
     people in mostly rural areas.

  .  Coast-to-Coast Coverage. Outside of Tritel's markets, its customers can
     place and receive calls in AT&T Wireless's markets and the markets of
     AT&T Wireless's other roaming partners.

  .  Products and Services. Tritel receives preferred terms on selected
     products and services, including handsets, infrastructure equipment and
     back office support, from companies that provide these products and
     services to AT&T.

  .  Marketing. Tritel benefits from AT&T's nationwide marketing and
     advertising campaigns, including the success of the AT&T Digital One
     RateSM plans, in the marketing of its own national rate plans. In
     addition, Tritel is working with AT&T's national sales representatives
     to jointly market Tritel's wireless services to AT&T corporate customers
     located in Tritel's markets.

Holding Company
1010 North Glebe Road
Suite 800
Arlington, VA 22201
(703) 236-1100

   Holding Company is a newly formed corporation that has not, to date,
conducted any activities other than those incident to its formation. Upon
completion of the merger, TeleCorp and Tritel will each become a wholly owned
subsidiary of Holding Company. The business of Holding Company will be the
combined businesses currently conducted by TeleCorp and Tritel.

   After the merger and separate exchange transaction described below, it is
expected that Holding Company will have a licensed service area covering
approximately 35 million people, including 16 of the top 100 U.S. markets.

   Holding Company's business operations will be focused on the following
fundamental areas:

  .  personal communications services;

  .  strategic alliances; and

  .  PCS network development.

                                       6
<PAGE>


   The personal communications services area will provide several services,
such as:

  .  wireless calling with a wide range of features including access to both
     digital and analog systems;

  .  customer care with strict quality standards and proactive and responsive
     customer service;

  .  sales and distribution through company sales, company stores, retail
     outlets, online sales and direct sales and marketing efforts; and

  .  sales of wireless personal communications handsets and accessories used
     in connection with the wireless services.

   Holding Company's strategic alliance with AT&T will provide Holding Company
with many business, operational and marketing advantages, including:

  .  Exclusivity. Holding Company, through its subsidiaries, will be AT&T's
     exclusive provider of wireless mobility services using equal emphasis
     co-branding with AT&T in Holding Company's covered markets, except for
     790,000 people in Kentucky, subject to AT&T's right to resell services
     on Holding Company's network.

  .  Brand. Holding Company will have the right to use the AT&T brand name
     and logo together with the SunCom brand name and logo in Holding
     Company's markets under a network membership license agreement, giving
     equal emphasis to each.

  .  Roaming. Holding Company will be AT&T's preferred roaming partner for
     digital customers in Holding Company's markets, except for licenses
     covering 790,000 people in mostly rural areas.

  .  Coast-to-Coast Coverage. Outside Holding Company's markets, its
     customers will be able to place and receive calls in AT&T Wireless's
     markets and the markets of AT&T Wireless's other roaming partners.

  .  Products and Services. Holding Company will receive preferred terms on
     selected products and services, including handsets, infrastructure
     equipment and back office support from companies who provide these
     products and services to AT&T.

  .  Marketing. Holding Company will benefit from AT&T's nationwide marketing
     and advertising campaigns, including the success of the AT&T Digital One
     RateSM plans, in the marketing of its own national rate plans, which
     will be similar to TeleCorp's and Tritel's existing rate plans and will
     be marketed under the SunCom name. In addition, Holding Company will
     work with AT&T's national sales representatives to jointly market
     Holding Company's wireless services to AT&T corporate customers located
     in Holding Company's markets.

   Holding Company will focus on developing its networks and markets and
expanding its coverage areas. After the merger and separate exchange
transaction, Holding Company expects to be able to:

  .  provide coast-to-coast coverage in connection with its roaming
     arrangements with AT&T Wireless;

  .  operate in more than 61 markets, including selected markets in the
     south-central United States and Puerto Rico, which have an average
     population density of approximately 30% above the national average and
     which have a high volume of wireless communications usage;

  .  obtain PCS licenses in major population centers as well as popular
     vacation destinations that attract an estimated 39 million visitors per
     year;

  .  provide PCS in markets that encompass 16 of the 100 largest metropolitan
     areas;

  .  build out its network using advanced digital technology allowing Holding
     Company to offer enhanced services and features relative to standard
     cellular service;

                                       7
<PAGE>


  .  use licenses with an average of 31 MHz in the major markets serviced by
     Holding Company to competitively deploy new and enhanced voice and data
     services; and

  .  maintain a strong capital base which includes approximately $3.0 billion
     of committed capital.

The Structure of the Merger (see page 64)

   To accomplish the combination of TeleCorp's and Tritel's businesses,
TeleCorp formed Holding Company, with two subsidiaries, TTHC First Merger Sub,
Inc. and TTHC Second Merger Sub, Inc. At the time the merger is completed:

  .  First Merger Sub will be merged into TeleCorp, TeleCorp will be the
     surviving corporation and TeleCorp will change its name to TeleCorp
     Wireless, Inc.;

  .  Second Merger Sub will be merged into Tritel, and Tritel will be the
     surviving corporation;

  .  TeleCorp and Tritel stockholders will become stockholders of Holding
     Company through the conversion of their respective capital stock for
     Holding Company capital stock; and

  .  Holding Company will change its name to "TeleCorp PCS, Inc."

   As a result, TeleCorp and Tritel will each become a wholly owned subsidiary
of Holding Company.

   The organization of the companies before and after the merger is illustrated
on the following page:

                                       8
<PAGE>


                               BEFORE THE MERGER

             Holders of TeleCorp                      Holders of Tritel
     class A voting, class B non-voting,     class A voting, class B non-voting,
      class C, D and voting preference         class C, D and voting preference
        common and series A, C, D, E               common and series A and
           and F preferred stock.                     D preferred stock.

               TeleCorp                                     Tritel

                                Holding Company

                    First Merger Sub      Second Merger Sub


                                AFTER THE MERGER

<TABLE>
<S>                    <C>                              <C>                    <C>
TeleCorp common stock  TeleCorp preferred               Tritel series A        Tritel common stock
classes A voting, B    stock series A, C, D,            preferred stock.       classes A voting and
non-voting, C and D.   E and F.                         1 to 1 conversion      B non-voting.
1 to 1 conversion      1 to 1 conversion                ratio. Holding         1 to .76 conversion
ratio. Holding         ratio. Holding                   Company series B       ratio. Holding Company
Company common stock   Company preferred stock          convertible            class A voting common
classes A voting,      series A convertible, C,         preferred stock.       stock.
A voting, C and D,     D, E and F, respectively.
respectively.                                           Tritel series D
                                                        preferred stock.       Tritel class C common
TeleCorp voting                                         1 to 1 conversion      stock.
preference common                                       ratio.                 1 to .0076 and 1 to
stock.                                                  Holding Company        .7524 conversion
1 to 1 conversion                                       series G preferred     ratios, respectively.
ratio.                                                  stock.                 Holding Company
Holding Company                                                                common stock classes
voting preference                                                              E and A voting,
common stock.                                                                  respectively.

                                                                               Tritel class D common
                                                                               stock.
                                                                               1 to .0076 and 1 to
                                                                               .7524 conversion
                                                                               ratios, respectively.
                                                                               Holding Company
                                                                               common stock classes
                                                                               F and A voting,
                                                                               respectively.

                                       Holding Company                         An aggregate amount
                                       Preferred Stock                         of $10 million for
                                                                               all shares of Tritel
                                                                               voting preference
                                                                               common stock owned by
                                                                               E.B. Martin, Jr.

                                                                               William M. Mounger,
                                                                               II, holder of Tritel
                                                                               voting preference
                                                                               common stock. Right
                                                                               to receive 3 shares
   Holding Company                                                             of Holding Company
    Common Stock                                                               voting preference
                                                                               common stock for all
                                                                               his voting perference shares.
                                                                               Put right to sell his shares of
                                                                               Holding Company
                                                                               voting preference
                                                                               common stock for $10
                                                                               million.


                                                                                   Holding Company
                                                                                Common Stock or Cash
</TABLE>

                                HOLDING COMPANY

                      TeleCorp                      Tritel

                                       9
<PAGE>


Recommendation of the Boards of Directors (see pages 45 and 53)

   To TeleCorp Stockholders: The TeleCorp board of directors believes that the
merger is fair to you and in your best interest and unanimously voted, with
three directors abstaining, to approve the merger agreement and unanimously
recommends that you vote FOR the adoption of the merger agreement.

   To Tritel Stockholders: The Tritel board of directors believes that the
merger is fair to you and in your best interest and unanimously voted to
approve the merger agreement and unanimously recommends that you vote FOR the
adoption of the merger agreement.

Opinions of Financial Advisors (see pages 45 and 53)

   Opinion of TeleCorp's Financial Advisor. In deciding to approve the merger,
the TeleCorp board of directors considered the opinion of its financial
advisor, Lehman Brothers, that, as of the date of its opinion, and subject to
and based on the considerations referred to in its opinion, the exchange ratio
of TeleCorp classes of common stock for Holding Company classes of common stock
is fair, from a financial point of view, to TeleCorp stockholders. The full
text of this opinion is attached as Annex D to this joint proxy statement-
prospectus. TeleCorp urges its stockholders to read the opinion of Lehman
Brothers in its entirety.

   Opinion of Tritel's Financial Advisor. In deciding to approve the merger,
the Tritel board of directors considered the opinion of its financial advisor,
Merrill Lynch, that, as of the date of its opinion, and subject to the
assumptions, qualifications and limitations referred to in its opinion, the
exchange ratio is fair, from a financial point of view, to the holders of
shares of Tritel class A voting common stock other than AT&T Wireless and its
affiliates. The full text of this opinion is attached as Annex E to this joint
proxy statement-prospectus. Tritel urges its stockholders to read the opinion
of Merrill Lynch in its entirety.

Stockholder Approvals (see page 36)

   Approval of TeleCorp Stockholders. The affirmative vote at the special
meeting by the holders of a majority of the shares of TeleCorp class A voting
common stock and TeleCorp voting preference common stock, voting as a single
class, outstanding as of the record date is required to adopt the merger
agreement. Regardless of the number of shares outstanding, TeleCorp class A
voting common stockholders are entitled to, as a class, an aggregate of
4,990,000 votes and TeleCorp voting preference common stockholders are entitled
to, as a class, 5,010,000 votes of all outstanding TeleCorp common stock. Each
holder of TeleCorp class A voting common stock will have the number of votes
equal to 4,990,000 divided by the number of outstanding shares of TeleCorp
class A voting common stock multiplied by the number of shares of class A
voting common stock held by such stockholder. The holders of the TeleCorp class
B non-voting common stock, TeleCorp class C common stock, TeleCorp class D
common stock, TeleCorp series A preferred stock, TeleCorp series B preferred
stock, TeleCorp series C preferred stock, TeleCorp series D preferred stock,
TeleCorp series E preferred stock and TeleCorp series F preferred stock are not
entitled to vote on the merger proposal. As of the record date, TeleCorp
directors and executive officers and their affiliates (including Mr. Vento and
Mr. Sullivan) owned a majority of the voting power of TeleCorp capital stock
entitled to vote at the TeleCorp special stockholders meeting. Pursuant to a
voting agreement with TeleCorp and Tritel, Mr. Vento and Mr. Sullivan have
agreed to vote all of their shares of TeleCorp capital stock, which represent a
majority of the voting power of TeleCorp capital stock entitled to vote at the
TeleCorp special meeting, in favor of the adoption of the merger agreement.
Accordingly, approval of the merger agreement by TeleCorp stockholders is
assured.

   Approval of Tritel Stockholders. The affirmative vote at the special meeting
by the holders of a majority of the voting power of shares of Tritel class A
voting common stock and Tritel voting preference common stock, voting as a
single class, outstanding as of the record date is required to adopt the merger
agreement. Regardless of the number of shares outstanding, Tritel class A
voting common stockholders are entitled to, as a

                                       10
<PAGE>

class, an aggregate of 4,990,000 votes and Tritel voting preference common
stockholders are entitled to, as a class, 5,010,000 votes of all outstanding
Tritel common stock. Each holder of Tritel class A voting common stock will
have the number of votes equal to 4,990,000 divided by the number of
outstanding shares of Tritel class A voting common stock multiplied by the
number of shares of class A voting common stock held by such stockholder. The
holders of the Tritel class B non-voting common stock, Tritel class C common
stock, Tritel class D common stock, Tritel series A preferred stock and Tritel
series D preferred stock are not entitled to vote on the merger proposal. As of
the record date, Tritel directors and executive officers and their affiliates
(including Mr. Mounger and Mr. Martin) owned a majority of the voting power of
Tritel capital stock entitled to vote at the Tritel special stockholders
meeting. Pursuant to a voting agreement with Tritel and TeleCorp, Mr. Mounger
and Mr. Martin have agreed to vote all of their shares of Tritel capital stock,
which represent a majority of the voting power of Tritel capital stock entitled
to vote at the Tritel special meeting, in favor of the adoption of the merger
agreement. Accordingly, approval of the merger agreement by Tritel stockholders
is assured.

   Procedures for Voting Your Shares. You may vote your shares by signing your
proxy card and mailing it in the enclosed return envelope. If you are a holder
of record, you may vote in person at the special meeting. If you do not include
instructions on how to vote your properly executed proxy card, your shares will
be voted FOR adoption of the merger agreement. If your shares are held in an
account at a brokerage firm or bank, your broker will vote your shares only if
you provide instructions on how to vote by following the information provided
to you by your broker. If you do not vote, it will have the same effect as
voting against the merger.

   Procedure for Changing Your Vote. You can change your vote at any time
before your proxy is voted at the special meeting of your company's
stockholders. You can do this in one of three ways. First, you can send a
written notice stating that you are revoking your proxy. Second, you can
complete and submit a new proxy card. If you choose either of these two
methods, you must submit your notice of revocation or your new proxy at any
time before the special meeting of the Company's stockholders, for TeleCorp
shares to the Corporate Secretary of TeleCorp at the address on page 3 and for
Tritel shares to the Corporate Secretary of Tritel at the address on page 3. If
your shares are held in an account at a brokerage firm or bank, you should
contact your broker to change your vote. Third, if you are a holder of record,
you can attend the special meeting of your company's stockholders and vote in
person.

   Appraisal Rights. Under Delaware law, TeleCorp class A voting common
stockholders and Tritel class A voting common stockholders are not entitled to
appraisal rights in connection with the merger. Holders of TeleCorp voting
preference common stock and Tritel voting preference common stock are entitled
to appraisal rights under Delaware law. TeleCorp voting preference common
stockholders and Tritel voting preference common stockholders have each entered
into a voting agreement with TeleCorp and Tritel under which all of the voting
preference stockholders have agreed to vote all of their shares of voting
preference common stock in favor of the merger. As a result of the voting
agreements, any TeleCorp voting preference common stockholder or Tritel voting
preference common stockholder who votes in favor of the merger will not be able
to exercise his appraisal rights.

The Special Meetings (see page 35)

   Special Meeting of TeleCorp's Stockholders. The TeleCorp special meeting
will be held at the Key Bridge Marriott Hotel, 1401 Lee Highway, Arlington,
Virginia, on August 8, 2000, starting at 10:00 a.m., local time.

   Special Meeting of Tritel's Stockholders. The Tritel special meeting will be
held at Tritel's Executive Offices, 111 E. Capitol Street, Suite 500, Jackson,
Mississippi on August 8, 2000, starting at 10:00 a.m., local time.

                                       11
<PAGE>


Board of Directors and Management Following the Merger (see page 238)

   TeleCorp and Tritel have agreed that the initial 14 directors of Holding
Company will be selected by TeleCorp, Tritel, AT&T Wireless and certain other
stockholders pursuant to the stockholders' agreement. For a more detailed
description of the stockholders' agreement, see "The Merger--Stockholders'
Agreements" on page 86.

   TeleCorp and Tritel have designated the following persons to serve on the
Holding Company board of directors after the merger:

          Gerald T. Vento
         Thomas H. Sullivan                       Ann K. Hall
                                                 Scott I. Anderson
       William M. Mounger, II                      James M. Hoak
          E.B. Martin, Jr.                      David A. Jones, Jr.
        Alexander P. Coleman                     Kevin J. Shepherd
         Michael R. Hannon                         Rohit M. Desai
          Michael Schwartz                        William W. Hague

   The merger agreement provides that after the merger, the following persons
will hold the offices of Holding Company as indicated:

<TABLE>
<CAPTION>
     Name                      Position
     ----                      --------
     <S>                       <C>
     Gerald T. Vento.........  Chief Executive Officer
     Thomas H. Sullivan......  Executive Vice President and Chief Financial Officer
     William M. Mounger, II..  Chairman of the Board of Directors
     E.B. Martin, Jr. .......  Vice Chairman of the Board of Directors

   The merger agreement provides that after the merger, the following persons
will hold the following offices of the subsidiaries of Holding Company that
survive the mergers:

<CAPTION>
     Name                      Position
     ----                      --------
     <S>                       <C>
     Julie A. Dobson.........  Chief Operating Officer of TeleCorp
     William S. Arnett.......  Chief Operating Officer of Tritel
     James H. Neeld, IV......  Senior Vice President-General Counsel and Secretary of Tritel
</TABLE>

Interests of Directors and Executive Officers in the Merger (see pages 59 and
61)

   Some of the directors and executive officers of TeleCorp and Tritel have
interests in the merger that are different from, or are in addition to, the
interests of their company's other stockholders.

Treatment of Stock Options and Restricted Stock (see page 66)

   TeleCorp. When the merger is completed, each outstanding TeleCorp employee
stock option will be converted into an option to purchase shares of Holding
Company class A voting common stock at an exercise price per share equal to the
exercise price per share of TeleCorp class A voting common stock subject to the
option before the conversion. In addition, each outstanding restricted share of
TeleCorp class A voting common stock will be converted into one restricted
share of Holding Company class A voting common stock. The vesting of the
options granted by TeleCorp will not be accelerated by the merger.

   Tritel. When the merger is completed, each outstanding Tritel employee stock
option will be converted into an option to purchase the number of shares of
Holding Company class A voting common stock that is equal to the product of
0.76 multiplied by the number of shares of Tritel class A voting common stock
that would have been obtained before the merger upon the exercise of the
option, rounded to the nearest whole

                                       12
<PAGE>

share. The exercise price per share will be adjusted to reflect the exchange
ratio of Tritel class A voting common stock in the merger. The vesting of the
Tritel options issued prior to February 28, 2000 will, under the Tritel stock
option plans, be accelerated upon the consummation of the merger. In addition,
each outstanding restricted share of Tritel class A voting common stock will be
converted upon the consummation of the merger into the number of restricted
shares of Holding Company class A voting common stock that is equal to the
product of 0.76 multiplied by the number of shares of Tritel class A voting
common stock subject to the award.

Tax Consequences (see page 67)

   We have structured the merger so that TeleCorp, Tritel and their respective
stockholders who exchange their shares for shares of Holding Company capital
stock will not recognize gain or loss for United States federal income tax
purposes in connection with the merger, except for taxes payable because of
cash received by TeleCorp and Tritel stockholders instead of fractional shares.

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

Overview of the Merger Agreement (see page 71)

   The merger agreement is attached as Annex A to this joint proxy statement-
prospectus. You are encouraged to read the merger agreement as it is the legal
document that governs the merger.

   Conditions to the Completion of the Merger. Each of TeleCorp's and Tritel's
obligation to complete the merger is subject to the satisfaction or waiver of
specified conditions, including those listed below:

  .  the merger agreement must be adopted by both the TeleCorp and Tritel
     stockholders;

  .  no law, injunction or order preventing the completion of the merger may
     be in effect;

  .  the applicable waiting period under the Hart-Scott-Rodino Antitrust
     Improvements Act must expire or be terminated;

  .  TeleCorp and Tritel must obtain other regulatory approvals from domestic
     governmental entities;

  .  the shares of Holding Company class A voting common stock to be issued
     in the merger must have been approved for listing on the Nasdaq National
     Market;

  .  TeleCorp and Tritel must have complied with their respective covenants
     in the merger agreement;

  .  TeleCorp's and Tritel's respective representations and warranties in the
     merger agreement must be true and correct; and

  .  TeleCorp and Tritel must each receive an opinion of tax counsel to the
     effect that the merger will qualify as a tax-free exchange or
     reorganization.

   Termination of the Merger Agreement. TeleCorp and Tritel can jointly agree
to terminate the merger agreement at any time. Either company may also
terminate the merger agreement if:

  .  the merger is not completed on or before December 31, 2000 or, if
     certain regulatory approvals are pending, March 31, 2001, so long as the
     failure to complete the merger is not the result of the willful failure
     by that company to fulfill any of its material obligations under the
     merger agreement;

  .  government actions do not permit the completion of the merger;

                                       13
<PAGE>


  .  either company's stockholders do not vote to adopt the merger agreement
     at a duly held meeting of either company's stockholders; or

  .  the other company breaches its representations, warranties or covenants
     in the merger agreement in a material way.

   "No Solicitation" Provisions. The merger agreement contains detailed
provisions prohibiting TeleCorp and Tritel from seeking an alternative
transaction. These "no solicitation" provisions prohibit TeleCorp and Tritel,
as well as their officers, directors, subsidiaries and representatives, from
taking any action to solicit an acquisition proposal. The merger agreement does
not, however, prohibit either party or its respective board of directors from
considering an unsolicited bona fide written superior proposal from a third
party and withdrawing its recommendation of the merger, as described on page
75.

   Regulatory Matters. Under U.S. antitrust laws, Holding Company may not
complete the merger until the Antitrust Division of the Department of Justice
and the Federal Trade Commission have been notified of the merger and the
necessary report forms have been filed, and until a required waiting period has
ended. All of the participants in the merger have filed the required
information and materials with the Department of Justice and the Federal Trade
Commission and have received notice of early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act. Certain investors in
TeleCorp and Tritel have not yet filed the necessary report forms with the
Department of Justice and the Federal Trade Commission.

   To complete the merger, Holding Company must also obtain the approval of the
Federal Communications Commission. The Federal Communications Commission has
not completed its review of the merger.

   Holding Company cannot assure you that it will obtain all regulatory
approvals necessary to complete the merger or that the granting of these
approvals will not involve the imposition of conditions to the completion of
the merger or require changes to the terms of the merger. These conditions or
changes could result in the conditions to the merger not being satisfied.

   Accounting Treatment. The merger will be accounted for under the purchase
method of accounting for business combinations.

   Completion and Effectiveness of the Merger. Holding Company will complete
the merger when all of the conditions to completion of the merger are satisfied
or waived in accordance with the merger agreement. The merger will become
effective when TeleCorp and Tritel file certificates of merger with the State
of Delaware. Holding Company expects to complete the merger during the fourth
quarter of this year.

AT&T Wireless Services Contribution

   In connection with the merger, AT&T Wireless Services agreed to contribute
the right to purchase certain wireless rights and commitments in the midwestern
United States, cash of approximately $20 million and a two-year extension of
the AT&T network membership license agreement, through July 2005, which will
include all people covered by Holding Company's licenses in exchange for
9,272,740 shares of Holding Company class A voting common stock.

Other AT&T Transactions (see page 81)

   AT&T Wireless Exchange. In a separate transaction, TeleCorp agreed to
exchange its Boston operating segment, which includes PCS licenses in several
New England markets, for certain wireless properties or rights to designate a
qualified assignee for additional wireless properties of AT&T Wireless in the
Milwaukee, Wisconsin and Des Moines, Iowa markets, and a cash payment of
approximately $80 million.

   Further AT&T Agreements. AT&T has agreed to extend the term of the roaming
agreements and to expand the geographic coverage of the AT&T operating
agreements with TeleCorp to include the new markets,

                                       14
<PAGE>

either through amending TeleCorp's existing agreements or by entering into new
agreements with Holding Company on substantially the same terms as TeleCorp's
existing agreements. AT&T has also agreed to extend its affiliation agreements
to include licenses covering an additional 1.4 million people in the midwest if
TeleCorp acquires them.

Stockholders' Agreements (see page 86)

   TeleCorp and Tritel each have a stockholders' agreement with their
respective management stockholders, their respective initial investors other
than AT&T Wireless, and AT&T Wireless. Upon the completion of the merger, the
TeleCorp stockholders' agreement and the Tritel stockholders' agreement will be
amended and restated to give effect to the Holding Company stockholders'
agreement, as described below.

   TeleCorp. The TeleCorp stockholders' agreement, as amended, between
TeleCorp, TeleCorp's initial investors, and Messrs. Vento and Sullivan provides
for the following: (1) guidelines for TeleCorp's management and operations and
(2) restrictions on the sale, transfer or other disposition of TeleCorp capital
stock.

   Tritel. The Tritel stockholders' agreement, as amended, between Tritel, AT&T
Wireless, the Tritel management stockholders and the Tritel initial investors
other than AT&T Wireless provides for the following: (1) guidelines for
Tritel's management and operations and (2) restrictions on the sale, transfer
or other disposition of Tritel capital stock.

   Holding Company. The Holding Company stockholders' agreement between Holding
Company, TeleCorp's and Tritel's initial investors and Messrs. Mounger, Martin,
Vento and Sullivan provides for the following: (1) guidelines for the
management and operations of Holding Company and (2) restrictions on the sale,
transfer or other disposition of Holding Company capital stock.

Voting Agreements (see page 100)

   TeleCorp. TeleCorp and Tritel have entered into a voting agreement with
Gerald T. Vento, Chairman and Chief Executive Officer of TeleCorp, and Thomas
H. Sullivan, Executive Vice President and Chief Financial Officer of TeleCorp,
pursuant to which these TeleCorp stockholders have agreed to vote all of their
shares of TeleCorp class A voting common and voting preference common stock in
favor of the adoption of the merger agreement. As of the record date, these
stockholders owned shares representing a majority of the voting power of
TeleCorp capital stock entitled to vote at the TeleCorp special meeting.
Accordingly, approval of the merger agreement by TeleCorp stockholders is
assured.

   Tritel. Tritel and TeleCorp have entered into a voting agreement with
William M. Mounger, II, Chairman and Chief Executive Officer of Tritel, and
E.B. Martin, Jr., Executive Vice President and Chief Financial Officer of
Tritel, pursuant to which these Tritel stockholders have agreed to vote all of
their shares of Tritel class A voting common and voting preference common stock
in favor of the adoption of the merger agreement. As of the record date, these
stockholders owned shares representing a majority of the voting power of Tritel
capital stock entitled to vote at the Tritel special meeting. Accordingly,
approval of the merger agreement by Tritel stockholders is assured.

                                       15
<PAGE>


TeleCorp-Tritel Holding Company Selected Unaudited Pro Forma Financial Data

   The following unaudited pro forma financial data combines the historical
consolidated balance sheets and statements of operations of TeleCorp, Tritel,
Indus, Inc. (Indus) and Airadigm Communications, Inc. (Airadigm). These
unaudited pro forma financial statements give effect to the merger with Tritel
using the purchase method of accounting, the contribution from AT&T, the
acquisition of all of the common and preferred stock of Indus, the acquisition
of additional wireless properties and assets from Airadigm, the exchange with
AT&T, which includes the acquisition of PCS licenses from ABC Wireless, L.L.C.
(ABC) and Polycell Communications, Inc. (Polycell), other transactions and
other adjustments.

   We derived this information from the audited consolidated financial
statements of TeleCorp and Tritel and from the unaudited financial statements
of Indus and Airadigm as of and for the year ended December 31, 1999 and from
the unaudited consolidated financial statements of TeleCorp and Tritel and from
the unaudited financial statements of Indus and Airadigm as of and for the
three months ended March 31, 2000. This information is only a summary and
should be read in conjunction with the historical consolidated financial
statements and related notes of TeleCorp and Tritel for those periods,
contained elsewhere herein. For presentation of the pro forma financial aspects
of each of these transactions, both individually and combined, see "Financial
Information--Unaudited Pro Forma Condensed Combined Financial Statements."

   The unaudited pro forma condensed combined statement of operations data for
the year ended December 31, 1999 assumes each of the transactions was effected
on January 1, 1999. The unaudited pro forma condensed combined statement of
operations data for the three months ended March 31, 2000 assumes each of the
transactions was effected on January 1, 1999. The unaudited pro forma condensed
combined balance sheet data as of March 31, 2000 gives effect to each
transaction as if it had occurred on March 31, 2000. The accounting policies of
TeleCorp, Tritel, Indus and Airadigm are substantially comparable. Certain
reclassifications have been made to Tritel's, Indus' and Airadigm's historical
presentation to conform to TeleCorp's presentation. These reclassifications do
not materially impact Tritel's, Indus' or Airadigm's statements of operations
or financial position for the periods presented.

   We are providing the unaudited pro forma condensed combined financial
information for illustrative purposes only. The companies may have performed
differently had they always been combined. You should not rely on the unaudited
pro forma condensed combined financial information as being indicative of the
historical results that would have been achieved had the companies always been
combined or the future results that the combined company will experience.


                                       16
<PAGE>

<TABLE>
<CAPTION>
                                                                For the three
                                             For the year ended  months ended
                                             December 31, 1999  March 31, 2000
($'s in thousands,                               Pro Forma        Pro Forma
except per share data)                       ------------------ --------------
                                                (unaudited)      (unaudited)

<S>                                          <C>                <C>
Statements of Operations Data:
Revenue:
  Service...................................    $    45,866      $    42,526
  Roaming...................................         24,544           15,146
  Equipment.................................         19,565            9,331
                                                -----------      -----------
    Total revenue...........................         89,975           67,003
                                                -----------      -----------
Operating expenses:
  Cost of revenue...........................         46,348           30,649
  Operations and development................         57,519           29,949
  Sales and marketing.......................        107,514           54,438
  General and administrative................        315,628          133,425
  Depreciation and amortization.............        251,488           96,072
  Restructuring charges.....................         32,000              --
                                                -----------      -----------
    Total operating expenses................        810,497          344,533
                                                -----------      -----------
    Operating loss..........................       (720,522)        (277,530)
Other (expense) income:
  Interest expense..........................        (99,251)         (37,377)
  Interest income and other.................         24,314           11,209
                                                -----------      -----------
Loss before income taxes....................       (795,459)        (303,698)
Income tax benefit..........................         28,976              506
                                                -----------      -----------
Net loss....................................       (766,483)        (303,192)
Accretion of mandatorily redeemable
 preferred stock............................        (33,042)         (10,000)
                                                -----------      -----------
Net loss attributable to common equity......    $  (799,525)     $  (313,192)
                                                ===========      ===========
Pro forma net loss attributable to common
 equity per share--basic and diluted........    $     (4.74)     $     (1.64)
                                                ===========      ===========
Pro forma weighted average common equity
 shares outstanding--basic and diluted......    168,742,005      191,403,589
                                                ===========      ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                      As of
                                                                  March 31, 2000
                                                                    Pro Forma
                                                                  --------------
                                                                   (unaudited)
<S>                                                               <C>
Balance Sheet Data:
Cash and cash equivalents........................................   $  519,833
Working capital..................................................      377,198
Property and equipment, net......................................      696,692
PCS licenses and microwave relocation costs, net.................    4,075,788
Intangible assets and goodwill, net..............................    3,104,991
Total assets.....................................................    8,554,929
Total debt.......................................................    1,381,055
Mandatorily redeemable preferred stock, net......................      372,387
Total stockholders' equity (deficit).............................   $5,354,009
</TABLE>

                                       17
<PAGE>

Unaudited Comparative Per Share Information

   The following reflects (a) the historical net loss attributable to common
equity per share and book value per share of TeleCorp common equity shares in
comparison with the pro forma net loss and book value per common equity share
after giving effect to the proposed merger with Tritel under the purchase
method of accounting, the contribution and exchange with AT&T and the
acquisitions related to Indus, Airadigm, ABC and Polycell; and (b) the
historical net loss and book value per share of Tritel common equity shares in
comparison with the equivalent pro forma net loss and book value per share
attributable to 0.76 of a share of Holding Company common equity shares which
will be received for each share of Tritel. This information should be read in
conjunction with the unaudited pro forma condensed combined financial
statements of Holding Company and the separate financial statements of the
respective companies and the notes thereto appearing elsewhere herein.

<TABLE>
<CAPTION>
                                                                As of and for
                                                As of and      the three months
                                            for the year ended      ended
                                            December 31, 1999   March 31, 2000
                                                Pro Forma         Pro Forma
                                            ------------------ ----------------
                                               (unaudited)       (unaudited)
<S>                                         <C>                <C>
TeleCorp
Net loss attributable to common equity per
 share
 Historical...............................       $ (3.58)          $ (0.83)
 Pro forma Holding Company................       $ (4.74)          $ (1.64)
Book value per share(1)
 Historical...............................       $ (0.90)          $ (1.22)
 Pro forma Holding Company................       $ 27.69           $ 27.51
Cash dividends per share(2)
 Historical...............................       $   --            $   --
 Pro forma Holding Company................       $   --            $   --

Tritel
Net loss per share
 Historical...............................       $(33.25)          $ (1.32)
 Equivalent pro forma(3)..................       $ (3.60)          $ (1.25)
Book value per share(1)
 Historical...............................       $  3.06           $  2.68
 Equivalent pro forma(3)..................       $ 21.04           $ 20.91
Cash dividends per share(2)
 Historical...............................       $   --            $   --
 Equivalent pro forma.....................       $   --            $   --
</TABLE>
--------

(1)  Computed by dividing net worth (assets less liabilities less mandatorily
     redeemable preferred stock) by the number of shares outstanding as of
     December 31, 1999 and March 31, 2000, respectively.

(2)  No cash dividends have been paid since the inception of TeleCorp or
     Tritel.

(3)  Computed by multiplying pro forma loss per share and pro forma book value
     per share of Holding Company by the exchange ratio of 0.76.

 Stock Split

   On August 27, 1999, TeleCorp amended its certificate of incorporation to
effect a 100 for 1 stock split for its series F preferred stock and all classes
of its common stock to be effective as of August 27, 1999. On November 8, 1999,
TeleCorp amended its certificate of incorporation to effect a 3.09 for 1 stock
split for its series F preferred stock and all classes of its common stock to
be effective as of November 8, 1999. All TeleCorp common stock and preferred
stock share data has been retroactively adjusted to reflect this change.

   On November 19, 1999, Tritel's board of directors approved a 400 for 1 stock
split for class A voting, class B non-voting, class C and class D common stock
which became effective December 13, 1999. All Tritel common stock share data,
except voting preference common shares, has been retroactively adjusted to
reflect this change.

                                       18
<PAGE>

                                  RISK FACTORS

   You should carefully consider the risks described below as well as all of
the other information in this joint proxy statement-prospectus--including the
financial statements and related notes--before deciding to vote for the merger.
Holding Company's business, operating results and financial condition could be
seriously harmed due to any of the following risks.

Risks Relating to the Merger and Related Agreements

 Holding Company's stock price may be volatile and you may lose all or part of
 your investment

   There has not previously been a market for Holding Company stock. Holding
Company cannot predict the extent to which there will be a trading market for
its stock or how liquid the market might become. In addition, the exchange
ratio was determined in negotiations between TeleCorp and Tritel and may not
reflect the actual market value of the stock of TeleCorp and Tritel. Any
decrease in the market value of TeleCorp or Tritel stock before the completion
of the merger would likely reduce the market value of the Holding Company stock
to be received by stockholders.

   In addition, the market price of Holding Company stock is likely to be
highly volatile and could be subject to wide fluctuations in response to
factors such as the following, some of which are beyond Holding Company's
control:

  .  quarterly variations in Holding Company's operating results;

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

  .  changes in expectations as to Holding Company's future financial
     performance, including financial estimates by securities analysts and
     investors;

  .  changes in the status of Holding Company's intellectual property and
     other proprietary rights;

  .  changes in law and regulation;

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

  .  changes in market valuations of other PCS companies;

  .  announcements of technological innovations or new services by Holding
     Company or its competitors;

  .  announcements by Holding Company or its competitors of significant
     contracts, acquisitions, strategic partnerships, joint ventures or
     capital commitments;

  .  additions or departures of key personnel; and

  .  stock market price and volume fluctuations.

 Holding Company may fail to realize the anticipated benefits of the merger

   The success of the merger will depend, in part, on Holding Company's ability
to realize the anticipated growth opportunities and synergies from combining
the business of TeleCorp with the business of Tritel. If Holding Company does
not recognize economies of scale and synergies as a result of the merger, the
value of its stock may decline. To realize the anticipated benefits of this
combination, Holding Company's management team must develop strategies and
implement a business plan that will:

  .  effectively manage markets and networks of TeleCorp and Tritel;

  .  effectively manage the marketing and sales of the services of TeleCorp
     and Tritel;


                                       19
<PAGE>

  .  successfully retain and attract key employees of the combined company,
     including management, during a period of transition and in light of the
     competitive employment market; and

  .  maintain adequate focus on existing business and operations while
     working to integrate the two companies.

 Directors, management and significant stockholders of TeleCorp and Tritel
 have potential conflicts of interest in recommending that you vote in favor
 of the merger

   Most directors of TeleCorp and Tritel who recommend that you vote in favor
of the adoption of the merger agreement have investments, employment or
severance agreements or benefit arrangements that provide them with interests
in the merger that differ from yours. The receipt of compensation or other
benefits in the merger (including the vesting of stock options and restricted
stock) or the continuation of indemnification arrangements following
completion of the merger may influence these directors in making their
recommendation that you vote in favor of the merger. For more details on
potential conflicts of interest see the sections entitled "Interests of
TeleCorp Directors and Executive Officers in the Merger" and "Interests of
Tritel Directors and Executive Officers in the Merger."

 Holding Company may not be able to exercise the right to acquire licenses
 which AT&T Wireless Services has the right to acquire

   Holding Company will receive an assignment of AT&T Wireless Services'
rights under several agreements to purchase licenses covering certain markets
in Wisconsin and Iowa. The ability of Holding Company to exercise these rights
is subject to numerous conditions and contingencies. There can be no assurance
that Holding Company will obtain any or all of these licenses. If Holding
Company cannot exercise its rights to acquire some or all of these licenses,
it will not acquire additional spectrum in Wisconsin and Iowa, which may slow
its growth and its ability to compete in the wireless communications industry.

 Holding Company may be subject to adverse regulatory conditions

   Holding Company and its subsidiaries must obtain various approvals from
competition authorities in the United States and the Federal Communications
Commission before the merger may be completed and the rights contributed and
exchanged by AT&T Wireless and AT&T Wireless Services exercised. Any of these
governmental entities from whom approvals are required may attempt to
condition their approval of the merger, or of the transfer of control of
licenses and other entitlements to the combined company, on the imposition of
certain regulatory conditions that may have the effect of imposing additional
costs on Holding Company or limiting its revenues.

   TeleCorp and Tritel may have to make concessions to obtain bank consents
necessary to consummate the merger

   TeleCorp and Tritel must obtain various consents from certain banks in
order to complete the merger. TeleCorp and Tritel have not yet received any
bank consents. TeleCorp and Tritel may have to make concessions in order to
obtain these bank consents. There is no assurance that these concessions will
not have a material adverse effect on Holding Company or its subsidiaries.

Risks Relating to Our Business, Industry, Strategy and Operations

 Both TeleCorp and Tritel have limited operating histories with histories of
 losses. Holding Company may never achieve operating profitability or generate
 sufficient cash flow to meet its obligations

   Both TeleCorp and Tritel have limited operating histories and histories of
operating losses. TeleCorp and Tritel expect to continue to incur operating
losses and to generate negative cash flow from operating activities during the
next several years while they develop their business and expand their
networks. Additionally, TeleCorp's and Tritel's businesses have required and
will continue to require substantial capital expenditures. Holding Company
will have to dedicate a substantial portion of any cash flow from operations
to make interest and principal payments on its subsidiaries' debt, which will
reduce funds available for other purposes. If Holding Company does not achieve
and maintain positive cash flow from operations on a timely basis, Holding
Company may be unable to develop its network or conduct its business in an
effective or competitive manner.

                                      20
<PAGE>

   Holding Company's future operating results over both the short and long
term are uncertain because of several factors, some of which are outside of
its control. These factors include:

  .  the significant cost of building its PCS network;

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

  .  possible delays in introducing its services;

  .  fluctuating market demand and prices for its 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 Federal Communications Commission of
     additional PCS licenses or other wireless licenses in its markets;

  .  technological changes; and

  .  general economic conditions.

 Holding Company and its subsidiaries may not be able to develop the markets
 acquired from AT&T Wireless

   Holding Company and its subsidiaries agreed to acquire undeveloped and
partially developed licenses from AT&T Wireless in exchange for certain of
TeleCorp's markets which already have established operations. Holding
Company's customer base and revenue will decrease after it exchanges the
developed markets. In addition, Holding Company may not be able to obtain
lease sites, network equipment or government or other approvals necessary in
order to successfully develop the new markets. If Holding Company cannot
successfully construct the new network, it may not be able to compensate for
the decrease in customer base or revenue from the exchange of its developed
market, which may slow its growth and its ability to compete in the wireless
communications industry.

 Holding Company faces intense competition from other PCS and cellular
 providers and from other technologies

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

   Holding Company competes in each of its markets with at least two major
U.S. wireless communications services companies, such as:

  .  Verizon Wireless;

  .  BellSouth;

  .  Powertel;

  .  SBC Communications; and

  .  Sprint PCS.

   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 Holding Company does. Holding Company also faces 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
Holding

                                      21
<PAGE>

Company's markets, and domestic and global mobile satellite service. Holding
Company will also be competing with resellers of wireless services. Holding
Company expects 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 companies, utility companies and cable and wireless
cable operators seeking to offer communications services by leveraging their
existing infrastructure. They may attract customers away from Holding Company
or prevent Holding Company from attracting customers. Additionally, continuing
technological advances in telecommunications, the availability of more
spectrum and Federal Communications Commission policies that encourage the
development of new spectrum-based technologies make it impossible to
accurately predict the extent of future competition.

 Holding Company may experience a high rate of customer turnover that could
 negatively impact its business

   Many providers in the personal communications services industry have
experienced a high rate of customer turnover as compared to cellular industry
averages. Holding Company's strategy to address customer turnover may not be
successful, or the rate of customer turnover may be unacceptable. The rate of
customer turnover may be the result of several factors, including network
coverage, reliability issues such as blocked and dropped calls, handset
problems, non-usage of phones, change of employment, affordability and
customer care concerns. Price competition and other competitive factors could
also cause increased customer turnover.

 If Holding Company fails to build out the remainder of its PCS network
 according to its current plan and schedule, Holding Company's growth may be
 limited, its market entry may be delayed and its buildout costs may increase

   Holding Company's future financial condition depends on its ability to
build out rapidly and then operate a commercial PCS network in its markets. If
Holding Company is unable to implement its construction plan in both new and
existing markets, it may also be unable to provide, or may be delayed in
providing, PCS service in certain of those markets. To complete construction
of its PCS network, Holding Company 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. There is considerable demand for PCS infrastructure equipment that
may result in substantial backlog of orders and long lead times for delivery
of certain types of equipment. If any vendors fail to perform on schedule,
Holding Company may not be able to build out the remainder of its markets or
provide PCS service to these markets in a timely and cost-effective manner.

   In areas where Holding Company is unable to co-locate its transmission
equipment on existing facilities, Holding Company will need to negotiate lease
or acquisition agreements, which may involve competitors as counterparties. In
many cases, Holding Company will be required to obtain zoning variances and
other governmental approvals or permits. In addition, because of concern over
radio frequency emissions 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, Holding Company may be unable to construct its
PCS network in any particular market in accordance with its current
construction plan and schedule. As a result, Holding Company's growth may be
limited, its market entry may be delayed and the costs of building out new
markets may increase.

   Holding Company depends on its service vendors for radio frequency
engineering services, site acquisition services and build-to-suit site
construction services. If any of these service vendors fail to perform on
schedule, Holding Company may not be able to begin its PCS operations on
schedule in certain markets.

   Holding Company anticipates that its subscribers will access wireless
services in its markets and throughout the AT&T Wireless network by using tri-
mode handsets. A limited number of companies

                                      22
<PAGE>


worldwide, including Ericsson, Motorola and Nokia Corporation, currently
manufacture and supply TDMA tri-mode handsets in commercial quantities. If
Holding Company's vendors fail to supply these handsets when expected, Holding
Company will be required to delay its launch of service in one or more markets
or offer its customers handsets without tri-mode capabilities. Without tri-
mode handsets, Holding Company's customers will not be able to roam on both
analog cellular and digital cellular systems. If Holding Company is unable to
obtain these handsets from its vendors in the quantities or at the prices it
expects, Holding Company's service, business and operating results could be
adversely affected.

   Any one of these factors would be likely to adversely affect Holding
Company's future operating performance in those markets.

 Potential acquisitions may require Holding Company to incur substantial
 additional debt and integrate new technologies, operations and services,
 which may be costly and time consuming

   Holding Company intends to continually evaluate opportunities for the
acquisition of licenses and properties that are intended to complement or
extend its existing operations. If Holding Company acquires new licenses or
facilities, it may encounter difficulties that may be costly and time-
consuming, may slow its growth or may lower the market value of Holding
Company common stock. Examples of such difficulties are that Holding Company
may have to:

  .  incur substantial additional debt to finance the acquisitions;

  .  assume United States government debt related to any licenses it
     acquires;

  .  integrate new technologies with its technology;

  .  integrate new operations with its operations;

  .  integrate new services with its offering of services; or

  .  divert the attention of its management from other business concerns.

 Holding Company may not be able to manage the construction of its network or
 the growth of its business successfully

   Holding Company expects to experience rapid growth and development in a
relatively short period of time. Holding Company's financial performance will
depend on its ability to manage such growth and the successful construction of
its network. Holding Company's management may not be able to direct its
development effectively, including implementing adequate systems and controls
in a timely manner or retaining qualified employees. This inability could slow
Holding Company's growth and its ability to compete in the wireless
communications service industry.

 Holding Company may not be able to acquire the sites necessary to complete
 its network

   Holding Company must lease or otherwise acquire rights to use sites for the
location of network equipment and obtain zoning variances and other
governmental approvals for construction of its network and to provide wireless
communications services to customers in its licensed areas. If Holding Company
encounters significant difficulties in leasing or otherwise acquiring rights
to sites for the location of network equipment, Holding Company may need to
alter the design of its network. Changes in Holding Company's development plan
could slow the construction of its network, which would make it harder to
compete in the wireless communications industry or cause Holding Company not
to meet development requirements.

 The technology chosen by Holding Company may become obsolete or may not gain
 customer acceptance, which would adversely affect its ability to be
 competitive and may result in increased costs to adopt a new technology

   If Holding Company's technologies become obsolete, Holding Company may need
to purchase and install equipment necessary to allow it to convert to new
technologies to compete in the wireless communications

                                      23
<PAGE>

marketplace. Holding Company uses the TDMA, or time division multiple access,
technology standard in its network. Other digital technologies, such as CDMA,
or code division multiple access, and GSM, or global system for mobile
communications, may have significant advantages over TDMA. 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 Holding Company's markets. GSM is the prevalent standard in Europe. In
addition, it is possible that a digital transmission technology other than TDMA
may gain sufficient acceptance in the United States to adversely affect the
resources currently devoted by vendors to improving TDMA digital cellular
technology. If consumers perceive that another technology has marketplace
advantages over TDMA, Holding Company could experience a competitive
disadvantage or be forced to implement that technology at substantially
increased cost.

   Although all three standards are digital transmission technologies and share
certain basic characteristics that differentiate them from analog transmission
technology, they are not compatible or interchangeable with each other. In
order to roam in other markets where no PCS licensee utilizes the TDMA
standard, Holding Company's 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 Holding Company's ability to attract subscribers
or achieve positive cash flow as planned.

   Holding Company's agreements with AT&T include conditions requiring Holding
Company to upgrade its technology to match the technology of AT&T. Holding
Company may not be able to successfully purchase and install the equipment
necessary to allow Holding Company to convert to a new or different technology
or to adopt a new or different technology at an acceptable cost, if at all. In
addition, the technologies that Holding Company chooses to invest in may not
lead to successful implementation of its business plan.

 Third-Party fraud will likely cause Holding Company to incur increased
 operating costs

   As do most companies in the wireless industry, Holding Company will likely
incur costs associated with the unauthorized use of its 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 Holding Company's PCS handsets

   Media reports have suggested that, and studies are currently being
undertaken to determine whether, radio frequency 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 radio frequency emissions may discourage the use of wireless
communications devices, such as PCS handsets, which could adversely affect
Holding Company's business. In addition, the Federal Communications Commission
requires that certain transmitters, facilities, operations, and mobile and
portable transmitting devices used in PCS handsets meet specific radio
frequency emission standards. Compliance with any new restrictions could
materially increase Holding Company's costs. Concerns about radio frequency
emissions may affect Holding Company's 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 Holding Company's handsets may not comply with rules
adopted in the future. Noncompliance would decrease demand for Holding
Company's 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
Holding Company's services.

                                       24
<PAGE>


   Holding Company 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 Holding Company by requiring Holding Company to modify its
operations or business plans in response to such restrictions.

 Because a significant portion of Holding Company's assets are intangible,
 they may have little value upon a liquidation

   Holding Company's assets consist primarily of intangible assets,
principally Federal Communications Commission licenses, the value of which
will depend significantly upon the success of Holding Company's PCS network
business and the growth of the PCS and wireless communications industries in
general. If Holding Company defaults on its indebtedness, or if it is
liquidated, the value of these assets may not be sufficient to satisfy its
obligations.

 Holding Company's use of the SunCom brand name for marketing may link its
 reputation with another SunCom company

   Holding Company uses the SunCom brand name to market its products and
services in conjunction with another affiliate of AT&T Wireless Services,
Triton, in order to broaden Holding Company's marketing exposure and share the
costs of advertising. If Triton has problems in developing and operating its
network, it could harm consumer perception of the SunCom brand and, in turn,
harm Holding Company's own reputation.

 Holding Company's use of the SunCom trademark may expose Holding Company to
 litigation

   The State of Florida has contacted AT&T Wireless Services concerning
Florida's alleged rights in the SunCom trademark. 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 Holding Company is not successful in reaching an amicable
resolution with Florida regarding the SunCom trademark, Holding Company 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 Holding Company 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.

 A limited number of stockholders control Holding Company, and their interests
 may be different from yours

   Following the merger, Messrs. Vento and Sullivan will control a majority of
the total voting power of Holding Company. In addition, AT&T Wireless, CB
Capital Investors, L.P., Equity-Linked Investors-II, Private Equity Investors
III, L.P., Hoak Communications Partners, L.P., HCP Capital Fund, L.P., CIHC,
Incorporated and Dresdner Kleinwort Benson Private Equity Partners L.P. will,
in the aggregate, control approximately 28.4% of Holding Company's total
voting power after the merger. These stockholders, and certain of their
affiliates, together have the power to elect all of Holding Company's
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 Holding Company's management
will have the ability to control the future operations and strategy of Holding
Company. They will also be able to effect or prevent a sale or merger or other
change of control of Holding Company. In addition, Messrs. Sullivan and Vento
will own a majority of the Holding Company voting preference common stock,
which will represent 50.1% of the voting power of all of the outstanding
voting stock of Holding Company and will control the vote of all of the
Holding Company voting preference common stock under the stockholders'
agreement. Therefore, by virtue of their ownership of voting preference common
stock, Messrs. Vento and Sullivan 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.

                                      25
<PAGE>

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

 Holding Company's tracking stockholders may receive a greater value upon the
 payment of dividends or upon liquidation than other stockholders

   Holding Company's class C, D, E and F common stock are tracking stock and
the ability to pay dividends and the amount receivable on liquidation is based
on the value of specific subsidiaries of Tritel and TeleCorp. The management of
Holding Company and the initial investors of TeleCorp and Tritel own all of the
Holding Company tracking stock. Management can cause payment of any future
dividends on the Holding Company tracking stock. The value received by the
Holding Company tracking stockholders is not available to other Holding Company
stockholders. In addition, the value received upon the liquidation of the
Holding Company tracking stock is not available to other stockholders of
Holding Company.

 Holding Company does not intend to pay dividends in the foreseeable future

   Neither TeleCorp nor Tritel has declared or paid any cash dividends on their
common stock. For the foreseeable future, Holding Company intends to retain any
earnings to finance the development and expansion of its business and
accordingly does not anticipate paying any cash dividends on its common stock.
Payment of any future dividends on Holding Company's common stock will depend
on its earnings and capital requirements, the terms of its debt instruments and
preferred stock and other factors Holding Company's board of directors
considers appropriate.

 Anti-takeover provisions affecting Holding Company could prevent or delay a
 change of control that you may favor

   Provisions of Holding Company's amended and restated certificate of
incorporation and its by-laws that will become effective upon the completion of
the merger, provisions of its 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 Holding
Company's restated certificate of incorporation or by-laws, among other things,
will:

  .  divide Holding Company's 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 Holding Company's 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 Holding Company;

  .  discourage bids for Holding Company class A voting common stock at a
     premium over the market price;

                                       26
<PAGE>

  .  lower the market price of, and the voting and other rights of the
     holders of, Holding Company class A voting common stock; or

  .  impede the ability of the holders of Holding Company class A voting
     common stock to change its management.

   In addition, AT&T Wireless, pursuant to Holding Company's stockholders'
agreement, and TeleCorp's and Tritel's lenders, under their bank facilities and
senior subordinated note indentures, have the ability to restrict Holding
Company's ability to enter into change of control transactions.

   Holding Company's business is subject to regulation by the Federal
Communications Commission and state regulatory commissions or similar state
regulatory agencies in the states in which it operates. This regulation may
prevent some investors from owning Holding Company securities, even if that
ownership may be favorable to Holding Company. The Federal Communications
Commission and some states have statutes or regulations that would require an
investor who acquires a specified percentage of Holding Company's securities,
or the securities of one of its subsidiaries, to obtain approval to own those
securities from the Federal Communications Commission or the applicable state
commission.

   In addition, following the merger, Messrs. Vento and Sullivan will control a
majority of the total voting power of Holding Company. As a result, Messrs.
Vento and Sullivan will have the ability to effect or prevent a sale or merger
or other change of control of Holding Company.

Risks Relating to Our Relationship with AT&T

 Holding Company depends on agreements with AT&T for its success, and would
 have difficulty operating without them

   TeleCorp and Tritel have entered into a number of agreements with AT&T,
including:

  .  a license agreement;

  .  a stockholders' agreement;

  .  an intercarrier roamer services agreement;

  .  a roaming administration service agreement; and

  .  a long distance agreement.

   Holding Company's business strategy depends on its relationship with AT&T
Wireless. Holding Company and its operating subsidiaries are dependent on co-
branding, roaming and service relationships with AT&T Wireless under their
joint venture agreements. These relationships are central to Holding Company's
business plan. If any of these relationships were terminated, Holding Company's
business strategy could be significantly affected and, as a result, its
operations and future prospects could be adversely affected.

   The AT&T Wireless Services agreements create an organizational and
operational structure that defines the relationships between AT&T Wireless
Services and, through TeleCorp and Tritel, Holding Company. Because of Holding
Company's dependence on these relationships, it is important for you to
understand that there are circumstances in which AT&T can terminate TeleCorp's
and Tritel's right to use its brand name, as well as other important rights
under the joint venture agreements, if TeleCorp or Tritel violates the terms of
the joint venture agreements or if certain other events occur.

   TeleCorp and Tritel have agreements with AT&T Wireless for equipment
discounts. Any disruption in Holding Company's relationship with AT&T Wireless
could hinder its ability to obtain the infrastructure equipment that Holding
Company uses in its network or harm its relationship with its vendors.

                                       27
<PAGE>


 If Holding Company fails to maintain certain quality standards or violates
 terms of its licenses, AT&T could terminate its exclusive relationship with
 Holding Company and its rights to use the AT&T brand

   If Holding Company fails to meet specified customer care, reception quality
and network reliability standards set forth under the stockholders' agreement,
AT&T Wireless may terminate AT&T Wireless's exclusivity obligations with
Holding Company and its rights to use the AT&T brand. If AT&T Wireless
terminates its exclusivity obligations, other providers could then enter into
agreements with AT&T Wireless, exposing Holding Company to increased
competition, and Holding Company could lose access to customers. If Holding
Company loses its rights to use the AT&T brand, Holding Company would lose the
advantages associated with AT&T's marketing efforts. If Holding Company loses
the rights to use this brand, customers may not recognize its brand readily.
Holding Company may have to spend significantly more money on advertising to
create brand recognition.

   AT&T can terminate Holding Company's 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 Holding Company violates the terms of the license or
otherwise breaches one of the AT&T agreements. The exercise by AT&T of any of
these rights, or other rights described in the AT&T agreements, could
significantly and materially affect Holding Company's operations, future
prospects and results of operations.

   In addition, if AT&T Wireless combines with specified entities with over $5
billion in annual revenues from telecommunications activities, that derives
less than one-third of its aggregate revenues from the provision of wireless
telecommunications and that have PCS or cellular licenses that cover at least
25% of the people covered by Holding Company's licenses, then AT&T Wireless
may terminate its exclusivity obligations with Holding Company in markets that
overlap with markets of those entities. Other providers could then enter into
agreements with AT&T Wireless in those markets, exposing Holding Company to
increased competition, and Holding Company could lose access to customers.

 Holding Company relies on AT&T Wireless Services for a significant portion of
 its roaming revenue and a decrease in this roaming revenue may have a
 negative impact on Holding Company's business

   Under the roaming agreement, the roaming rate that AT&T Wireless Services
pays to TeleCorp when AT&T Wireless Services' customers roam onto its network
will decline over each of the next several years in certain of TeleCorp's
markets. This may affect Holding Company's roaming revenue, most of which has
historically been derived from AT&T Wireless Services' customers traveling
through TeleCorp's markets.

 Holding Company relies on the use of the AT&T brand name and logo to market
 its services, and a loss of use of this brand and logo or a decrease in the
 market value of this brand and logo would hinder Holding Company's ability to
 market its products and may have an adverse effect on its business and
 results of operations

   The AT&T brand and logo is highly recognizable and AT&T supports its brand
and logo by its marketing. If Holding Company loses its rights to use the AT&T
brand and logo under the license agreements with its subsidiaries, Holding
Company would lose the advantages associated with AT&T's marketing efforts. If
Holding Company loses the rights to use this brand and logo, customers may not
recognize its brand readily and Holding Company may have to spend
significantly more money on advertising to create brand recognition.

   In addition, Holding Company's results of operations are highly dependent
on TeleCorp's and Tritel's relationship with AT&T and AT&T Wireless, their
success as wireless communications providers and the value of the AT&T brand
and logo. If AT&T Wireless encounters problems in developing and operating its
wireless network and its reputation as a wireless communications provider
declines, it could adversely affect the value to Holding Company of the AT&T
brand, TeleCorp's and Tritel's agreements with various AT&T entities and
Holding Company's results of operations. In that event, Holding Company may
need to invest heavily in obtaining other operating agreements and in
marketing Holding Company's brand to develop its business, and Holding Company
may not have funds to do so.

                                      28
<PAGE>

 AT&T Wireless can at any time require Holding Company to enter into a resale
 agreement that would allow AT&T Wireless to sell access to, and usage of,
 Holding Company services in its licensed area on a nonexclusive basis using
 the AT&T brand

   Under the terms of a stockholders' agreement, Holding Company is required
to enter into a resale agreement at AT&T Wireless's request. The resale
agreement will allow AT&T Wireless to sell access to, and usage of, Holding
Company's services in its 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
Holding Company's licensed area during the term of the resale agreement.

 AT&T Wireless may terminate its rights under the stockholders' agreement,
 which could result in increased competition with Holding Company for
 subscribers who otherwise might use Holding Company's services that are co-
 branded with AT&T

   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 Holding Company's business. Holding
Company 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 Holding Company's operations.

 Holding Company may not be able to engage in certain activities and make
 acquisitions outside of its license footprint and this may limit Holding
 Company's future growth

   Generally, Holding Company cannot engage in any business other than
providing mobile wireless telecommunications services using TDMA technology or
ancillary businesses, or make acquisitions of licenses outside of Holding
Company's license footprint without the approval of AT&T Wireless. This
limitation on Holding Company's ability to engage in other business or acquire
additional licenses outside of its footprint may inhibit Holding Company's
future growth.

Risks Relating to Financing

 Holding Company's highly leveraged capital structure limits its ability to
 obtain additional financing and could adversely affect its business in
 several other ways

   Holding Company has a substantial amount of debt, may incur substantial
additional debt in the future and may not have sufficient funds to make
interest and principal payments on its debt. Holding Company expects to incur
substantial additional debt under existing commitments in connection with the
construction of its network and the operation of its existing markets. In
addition, if Holding Company completes the AT&T Wireless acquisitions and/or
acquires licenses in additional markets, it would expect to incur substantial
additional debt as part of the financing of the acquisition and the
construction and operation of PCS systems in those markets. Holding Company
may not have sufficient cash flow in the future to service any additional debt
it incurs.

   Holding Company's large amount of indebtedness could significantly impact
its business for the following reasons:

  .  Holding Company is limited in its ability to obtain additional
     financing, if needed, to expand its network, to cover its cash flow
     deficit or for working capital, other capital expenditures, debt service
     requirements or other purposes.

  .  Holding Company will need to dedicate a substantial portion of its
     operating cash flow to fund interest expense on TeleCorp's and Tritel's
     bank facilities and other indebtedness, thereby reducing funds available
     for its network expansion, operations or other purposes.

  .  Holding Company is vulnerable to interest rate fluctuations because a
     significant portion of Tritel's bank debt is at variable interest rates.

  .  Holding Company is limited in its ability to compete with competitors
     who are not as highly leveraged.

                                      29
<PAGE>

  .  Holding Company is limited in its ability to react to changing market
     conditions, changes in Holding Company's industry and economic
     downturns.

  .  Holding Company is especially susceptible to competition and market
     fluctuations because Holding Company requires significant amounts of
     cash flow to service its debt and Holding Company may not be able to
     discount its prices to maintain competitive pricing packages.

 TeleCorp's and Tritel's debt instruments contain restrictive covenants that
 may limit TeleCorp's and Tritel's operating flexibility

   The documents governing TeleCorp's and Tritel's indebtedness, including the
credit facilities and senior subordinated note indentures, contain significant
covenants that limit their ability to engage in various transactions and, in
the case of the credit facilities, require satisfaction of specified financial
performance criteria. In addition, under each of these documents, the
occurrence of specific events, in some cases after notice and grace periods,
would constitute an event of default permitting acceleration of the respective
indebtedness. The limitations imposed by the documents governing the
outstanding indebtedness are substantial, and if TeleCorp and Tritel fail to
comply with them, TeleCorp's or Tritel's debts could become immediately payable
at a time when TeleCorp and Tritel are unable to pay them.

   If TeleCorp and Tritel do not pay the interest and principal on any debt
that TeleCorp and Tritel owe to the U.S. government when it is due, the Federal
Communications Commission may:

  .  impose substantial financial penalties;

  .  reclaim and reauction the licenses for which TeleCorp and Tritel
     incurred the debt;

  .  not renew any of TeleCorp's and Tritel's other licenses; and

  .  pursue other enforcement measures.

Any of these Federal Communications Commission actions would slow TeleCorp's
and Tritel's growth and their ability to compete in the wireless communications
industry.

 Holding Company, TeleCorp or Tritel may not be able to obtain the additional
 financing it may need to complete TeleCorp's and Tritel's network, to complete
 the network it acquired from AT&T Wireless and fund TeleCorp's and Tritel's
 operating losses

   Holding Company will make significant capital expenditures to finish the
construction, testing and deployment of TeleCorp's and Tritel's network,
particularly in connection with the licenses or assigned rights acquired from
AT&T Wireless and AT&T Wireless Services. The actual expenditures necessary to
achieve these goals may differ significantly from Holding Company's estimates.
Holding Company cannot predict whether any additional financing it may need
will be available, or what the terms of any such additional financing would be
or whether Tritel's and TeleCorp's existing debt agreements will allow
additional financing. Holding Company may incur variable rate debt, which would
make Holding Company more vulnerable to interest rate increases. If Holding
Company cannot obtain additional financing when needed, Holding Company will
have to delay, modify or abandon some of its plans to construct the remainder
of TeleCorp's and Tritel's network, as well as the buildout of the network
relating to the licenses or assigned rights it acquired or may receive from
AT&T Wireless and AT&T Wireless Services, which could slow Holding Company's
growth and ability to compete in the wireless communications industry.

   Holding Company would have to obtain additional financing if, among other
things:

  .  any of its sources of capital are unavailable or insufficient;

  .  Holding Company significantly departs from its business plan;

                                       30
<PAGE>

  .  Holding Company experiences unexpected delays or cost overruns in the
     construction of its network;

  .  Holding Company experiences increases in operating costs;

  .  changes in technology or governmental regulations create unanticipated
     costs;

  .  Holding Company acquires additional licenses; or

  .  revenue from subscribers is lower than anticipated.

 Some of Holding Company's stockholders are obligated to make equity
 contributions to TeleCorp in the future and Holding Company cannot guarantee
 that they will make those contributions

   TeleCorp received unconditional and irrevocable equity commitments from
some of its stockholders in connection with the completion of various business
ventures. In return for these commitments, these stockholders received shares
of TeleCorp common and preferred stock (which will be converted into Holding
Company preferred and common stock upon consummation of the merger), which
they pledged to TeleCorp and its senior bank lenders to collateralize their
commitments. These stockholders are required to fund $37.7 million of these
commitments in 2000, $48.5 million in 2001 and the remaining $11.0 million in
2002. In the event that any of these stockholders do not fund the remaining
portions of their commitments, TeleCorp could foreclose on their pledged
shares, but TeleCorp or Holding Company would likely have to obtain
alternative financing to complete TeleCorp's network. Such financing may not
be available on terms satisfactory to TeleCorp or Holding Company. If TeleCorp
or Holding Company is unable to secure alternate financing, they may have to
delay, modify or abandon some of their plans to construct the remainder of
TeleCorp's network.

Risks Relating to Regulatory Matters

 Holding Company's Federal Communications Commission licenses may be cancelled
 or revoked under certain circumstances, and the loss of any Federal
 Communications Commission licenses would adversely affect Holding Company's
 business and its ability to provide PCS service in certain markets

   Holding Company's principal assets are PCS licenses issued by the Federal
Communications Commission. The Federal Communications Commission has imposed
certain requirements on its licensees, including PCS operators. For example,
PCS licenses may be revoked by the Federal Communications Commission at any
time for cause. The licenses may also be cancelled for a violation of Federal
Communications Commission regulations, failure to continue to qualify for the
licenses, malfeasance, other misconduct or failure to comply with the terms of
the licenses. The loss of any license, or an action that threatens the loss of
any license, would have a material adverse effect on Holding Company's
business and operating results.

 Because Holding Company faces broad and evolving government regulation,
 Holding Company may have to modify its business plans or operations in the
 future and 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 Federal Communications Commission, 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, Holding Company may be
required to modify its business plans or operations to comply with them. It is
possible that the Federal Communications Commission, Congress or any state or
local regulatory agency having jurisdiction over Holding Company's business
will adopt or change regulations or take other actions that could adversely
affect Holding Company's business and operating results.


                                      31
<PAGE>

   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 Federal
Communications Commission and state authorities will involve numerous changes
in established rules and policies that could adversely affect Holding Company's
business.

   All of Holding Company's PCS licenses are subject to the Federal
Communications Commission's buildout requirements. Holding Company has
developed a buildout plan that it believes meets all Federal Communications
Commission requirements. In addition, the acquisition of new licenses in
connection with the merger and separate exchange transaction will require new
buildout plans. However, Holding Company may be unable to meet its buildout
schedules. If there are delays in implementing Holding Company's and its
subsidiaries' network buildout, the Federal Communications Commission could
reassess Holding Company's authorized service area or, in extreme cases, it may
revoke Holding Company's licenses or impose fines.

   The current restrictions on foreign ownership could adversely affect Holding
Company's ability to attract additional equity financing from entities that
are, or are owned by, foreign interests. If Holding Company's foreign ownership
were to exceed the then-applicable limits in the future, the Federal
Communications Commission could revoke or cancel Holding Company's PCS licenses
or order an ownership restructuring that could cause Holding Company to incur
significant costs.

 If Holding Company fails to satisfy Federal Communications Commission control
 group requirements, Holding Company may lose its C- and F-Block licenses,
 which could adversely affect its business and its ability to provide PCS
 service in certain markets

   To retain the C-and F-Block licenses and the favorable government financing
granted to Holding Company, Holding Company must maintain its designated entity
status as an entrepreneur and small business or very small business. To
maintain all of the benefits of Holding Company's designated entity status,
Holding Company's control group, including its qualifying investors, must
retain certain minimum stock ownership and control of its voting stock, as well
as legal and actual control of Holding Company for five years from the date of
grant of Holding Company's C-and F-Block PCS licenses, subject to possible
unjust enrichment obligations for ten years. The Federal Communications
Commission 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 control, the Federal Communications
Commission may still inquire to determine whether actual and voting control
exists.

 Government regulation, changes in Holding Company's licenses or other
 governmental action could affect how Holding Company does business

   Congress, the Federal Communications Commission, the Federal Aviation
Administration, state and local regulatory authorities or the courts may adopt
new regulations, amend existing regulations, alter the administration of
existing regulations or take other actions that might cause Holding Company to
incur significant costs in making changes to its network, and such costs might
affect Holding Company's cash flows.

   As the Federal Communications Commission continues to implement changes to
promote competition under the Communications Act of 1934, as amended by the
Telecommunications Act of 1996, it may change how it regulates the way Holding
Company's network connects with other carriers' networks. The Federal
Communications Commission may require Holding Company to provide lower cost
services to other carriers, which may lessen Holding Company's revenues.

   Holding Company's licenses to provide wireless communications services,
which are its principal assets, have terms of ten years. The Federal
Communications Commission may not renew Holding Company's licenses upon the
expiration of their terms. Further, the Federal Communications Commission could
modify

                                       32
<PAGE>


Holding Company's licenses in a way that decreases their value or use to
Holding Company or allocate unused airwaves for similar services. The
nonrenewal or modification of any of Holding Company's licenses or the
allocation of additional spectrum would slow its growth and ability to compete
in the wireless communications industry. See "Government Regulation" on page
215.

 Holding Company could lose its PCS licenses or incur financial penalties if
 the Federal Communications Commission determines certain of Holding Company
 and its subsidiaries are not small businesses, very small businesses or
 entrepreneurial enterprises or if Holding Company does not meet the Federal
 Communications Commission's minimum construction requirements

   The Federal Communications Commission could impose penalties on Holding
Company related to its subsidiaries' very small business, small business and
entrepreneurial status and its requirements regarding minimum construction of
Holding Company's network that could slow Holding Company's growth and its
ability to compete in the wireless communications industry.

   Certain subsidiaries of TeleCorp and Tritel acquired PCS licenses as very
small businesses, small businesses and entrepreneurial companies. These
subsidiaries must remain very small businesses, small businesses or
entrepreneurs, as the case may be, for at least five years to comply with
applicable rules of the Federal Communications Commission, including rules
governing Holding Company's capital and ownership structure and corporate
governance. If the Federal Communications Commission determines that Holding
Company or its subsidiaries violated these rules or failed to meet its minimum
construction requirements, it could impose substantial penalties upon Holding
Company. Among other things, the Federal Communications Commission could:

  .  fine Holding Company;

  .  cancel Holding Company's licenses;

  .  revoke Holding Company's licenses;

  .  accelerate Holding Company's installment payment obligations;

  .  require a restructuring of Holding Company's equity; or

  .  cause Holding Company to lose bidding credits retroactively.

                                       33
<PAGE>

                     MARKET PRICE AND DIVIDEND INFORMATION

   Share Price. TeleCorp class A voting common stock began trading on the
Nasdaq National Market on November 23, 1999, under the symbol "TLCP." Tritel
class A voting common stock began trading on the Nasdaq National Market on
December 14, 1999, under the symbol "TTEL."

   On February 28, 2000, the last trading day prior to announcement of the
execution of the merger agreement, the last reported prices per share of
TeleCorp's class A voting stock and Tritel's class A voting common stock were
$54.00 and $24.00, respectively, and the pro forma equivalent market value of
Tritel's class A voting common stock was $41.04. The pro forma equivalent
market value per share of the Tritel class A voting common stock is calculated
by multiplying the last reported sales price of TeleCorp class A voting common
stock by the exchange ratio of 0.76.

   Beginning on the closing date of the merger, Holding Company class A voting
common stock will be traded on the Nasdaq National Market under the symbol
"TLCP."

   Market Price. The following table lists the high and low last reported sales
price for TeleCorp's class A voting common stock for the periods indicated, as
reported by the Nasdaq National Market.

<TABLE>
<CAPTION>
                           Quarter                              High     Low
                           -------                             ------- -------
<S>                                                            <C>     <C>
Fourth Quarter ended December 31, 1999 (from November 22,
 1999)........................................................ $40.25  $33.00
First Quarter ended March 31, 2000............................ $54.00  $31.00
Second Quarter beginning April 1, 2000 (through June 19,
 2000)........................................................ $53.625 $26.75

   The following table lists the high and low last reported sales price for
Tritel's class A voting common stock for the periods indicated, as reported by
the Nasdaq National Market.

<CAPTION>
                           Quarter                              High     Low
                           -------                             ------- -------
<S>                                                            <C>     <C>
Fourth Quarter ended December 31, 1999 (from December 14,
 1999)........................................................ $31.688 $26.125
First Quarter ended March 31, 2000............................ $39.50  $21.875
Second Quarter beginning April 1, 2000 (through June 19,
 2000)........................................................ $39.00  $20.75
</TABLE>

   Dividends. Neither TeleCorp nor Tritel has ever paid cash dividends to its
stockholders since its inception. Following the merger, Holding Company does
not plan to pay cash dividends in the foreseeable future. Holding Company
currently intends to retain earnings, if any, to finance the expansion of its
business. Any future determination to pay dividends will be at the discretion
of Holding Company's board of directors and will be dependent upon then
existing conditions, including financial conditions and results of operations,
contractual restrictions, business prospects and other relevant factors.
Holding Company may only pay dividends if permitted under the terms of its
preferred stock, and the senior subordinated notes indenture and the senior
credit facilities of TeleCorp and Tritel.

                                       34
<PAGE>

                             THE SPECIAL MEETINGS

Joint Proxy Statement-Prospectus

   This joint proxy statement-prospectus is being furnished to you in
connection with the solicitation of proxies by each of TeleCorp's and Tritel's
board of directors in connection with the proposed merger.

   This joint proxy statement-prospectus is first being furnished to
stockholders of TeleCorp and Tritel on or about June 27, 2000.

Date, Time and Place of the Special Meetings

   The special meetings are scheduled to be held as follows:

   For TeleCorp stockholders:               For Tritel stockholders:

     August 8, 2000                             August 8, 2000

     10:00 a.m., local time                     10:00 a.m., local time

     Key Bridge Marriott Hotel                  Tritel's Executive Offices

     1401 Lee Highway
                                                111 E. Capitol Street
     Arlington, Virginia
                                                Suite 500

                                                Jackson, Mississippi

Purpose of the Special Meetings

   The special meetings are being held so that stockholders of each of
TeleCorp and Tritel may consider and vote upon a proposal to adopt a merger
agreement between TeleCorp and Tritel pursuant to which TeleCorp and Tritel
will each become a wholly owned subsidiary of Holding Company, and to transact
any other business that properly comes before the special meetings or any
adjournment or postponement of the special meetings. Adoption of the merger
agreement will also constitute approval of the merger and the other
transactions contemplated by the merger agreement.

   If the stockholders of TeleCorp and Tritel adopt the merger agreement, upon
completion of the merger:

  .  each share of each class of TeleCorp common stock will be automatically
     converted into one share of a corresponding class of substantially
     similar Holding Company class A voting common through class D common and
     voting preference common stock except that each share of TeleCorp class
     B non-voting common stock will be automatically converted into one share
     of Holding Company class A voting common stock;

  .  each share of each series of TeleCorp preferred stock will be
     automatically converted into one share of a corresponding series of
     Holding Company preferred stock having terms substantially similar to
     those of the TeleCorp preferred stock;

  .  each share of Tritel class A voting common and class B non-voting common
     stock will be automatically converted into 0.76 shares of Holding
     Company class A voting common stock and cash in lieu of any fractional
     shares;

  .  each share of Tritel class C common and class D common stock will be
     automatically converted into 0.0076 shares of Holding Company class E
     common and class F common stock, respectively, and 0.7524 shares of
     Holding Company class A voting common stock and cash in lieu of any
     fractional shares;

  .  all shares of Tritel voting preference common stock owned by E.B.
     Martin, Jr. will be automatically converted into an aggregate amount of
     $10 million;

                                      35
<PAGE>

  .  all shares of Tritel voting preference common stock owned by William M.
     Mounger, II will be automatically converted into three shares of Holding
     Company voting preference common stock. In connection with the merger,
     Mr. Mounger will receive a put right to sell his shares of Holding
     Company voting preference common stock for an aggregate amount of $10
     million; and

  .  each share of Tritel series A preferred and series D preferred stock
     will be automatically converted into one share of Holding Company series
     B convertible preferred and series G preferred stock, respectively.

Stockholder Record Date for the Special Meetings

   TeleCorp. TeleCorp's board of directors has fixed the close of business on
June 19, 2000 as the record date for determination of TeleCorp stockholders
entitled to notice of, and to vote at, the special meeting. On the record date,
there were:

  .  87,796,073 shares of TeleCorp class A voting common stock outstanding,
     held by approximately 62 holders of record; and

  .  3,090 shares of TeleCorp voting preference common stock outstanding,
     held by 2 holders of record.

   Tritel. Tritel's board of directors has fixed the close of business on June
19, 2000 as the record date for determination of Tritel stockholders entitled
to notice of, and to vote at, the Tritel special meeting. On the record date,
there were:

  .  97,840,722 shares of Tritel class A voting common stock outstanding,
     held by approximately 104 holders of record; and

  .  6 shares of Tritel voting preference common stock outstanding, held by 2
     holders of record.

Vote Required for Adoption of the Merger Agreement

   TeleCorp. When a majority of TeleCorp voting preference common stock is
represented and when shares of TeleCorp class A voting and TeleCorp voting
preference common stock with at least 5,010,000 votes are represented, either
in person or by proxy, a quorum will be present at the TeleCorp special
meeting. The affirmative vote of the holders of a majority of the voting power
of shares of TeleCorp class A voting common stock and TeleCorp voting
preference common stock, voting as a single class, outstanding as of the record
date voting at the special meeting is required to adopt the merger agreement.
Except as otherwise required by law, if a quorum is present at the special
meeting, the majority vote of the TeleCorp voting preference common stock will
be sufficient to approve the merger. At the TeleCorp special meeting:

  .  the TeleCorp class A voting common stockholders are entitled to, as a
     class, an aggregate of 4,990,000 votes of all outstanding TeleCorp
     common stock, regardless of the number of shares outstanding;

  .  each holder of TeleCorp class A voting common stock will have the number
     of votes equal to 4,990,000 divided by the number of outstanding shares
     of TeleCorp class A voting common stock multiplied by the number of
     shares of TeleCorp class A voting common stock held by such stockholder;
     and

  .  the TeleCorp voting preference common stockholders are entitled to, as a
     class, 5,010,000 votes of all outstanding TeleCorp common stock,
     regardless of the number of shares outstanding.

   The holders of the TeleCorp class B non-voting common stock, TeleCorp class
C common stock, TeleCorp class D common stock, TeleCorp series A preferred
stock, TeleCorp series B preferred stock, TeleCorp series C preferred stock,
TeleCorp series D preferred stock, TeleCorp series E preferred stock and
TeleCorp series F preferred stock are not entitled to vote on the merger
proposal.

                                       36
<PAGE>

   As of the record date, TeleCorp directors and executive officers and their
affiliates, including Mr. Vento and Mr. Sullivan, owned a majority of the
voting power of TeleCorp capital stock entitled to vote at the TeleCorp special
meeting. Pursuant to a voting agreement with TeleCorp and Tritel, Mr. Vento and
Mr. Sullivan have agreed to vote all of their shares of TeleCorp capital stock,
which represent a majority of the voting power of TeleCorp capital stock
entitled to vote at the TeleCorp special meeting, in favor of the adoption of
the merger agreement. Accordingly, approval of the merger agreement by TeleCorp
stockholders is assured.

   Tritel. When a majority of Tritel voting preference common stock and a
majority of Tritel class A voting common stock are represented and when shares
of Tritel class A voting and Tritel voting preference common stock with at
least 5,010,000 votes are represented, either in person or by proxy, a quorum
will be present at the Tritel special meeting. The affirmative vote of the
holders of a majority of the voting power of shares of Tritel class A voting
common stock and Tritel voting preference common stock, voting as a single
class, outstanding as of the record date voting at the special meeting is
required to adopt the merger agreement. Except as otherwise required by law, if
a quorum of the Tritel voting preference common stock is present at the special
meeting, the vote of the Tritel voting preference common stock having 5,010,000
votes will be sufficient to approve the merger. At the Tritel special meeting:

  .  the Tritel class A voting common stockholders are entitled to, as a
     class, an aggregate of 4,990,000 votes of all outstanding Tritel common
     stock, regardless of the number of shares outstanding;

  .  each holder of Tritel class A voting common stock will have the number
     of votes equal to 4,990,000 divided by the number of outstanding shares
     of Tritel class A voting common stock multiplied by the number of shares
     of Tritel class A voting common stock held by such stockholder; and

  .  the Tritel voting preference common stockholders are entitled to, as a
     class, 5,010,000 votes of all outstanding Tritel common stock,
     regardless of the number of shares outstanding.

   The holders of the Tritel class B non-voting common stock, Tritel class C
common stock, Tritel class D common stock, Tritel series A preferred stock and
Tritel series D preferred stock are not entitled to vote on the merger
proposal.

   As of the record date, Tritel directors and executive officers and their
affiliates, including Mr. Mounger and Mr. Martin, owned a majority of the
voting power of Tritel capital stock entitled to vote at the Tritel special
meeting. Pursuant to a voting agreement with Tritel and TeleCorp, Mr. Mounger
and Mr. Martin have agreed to vote all of their shares of Tritel capital stock,
which represent a majority of the voting power of Tritel capital stock entitled
to vote at the Tritel special meeting, in favor of the adoption of the merger
agreement. Accordingly, approval of the merger agreement by Tritel stockholders
is assured.

Proxies

   All shares of TeleCorp class A voting common stock and TeleCorp voting
preference common stock represented by properly executed proxies or voting
instructions received before or at the TeleCorp special meeting and all shares
of Tritel class A voting common stock and Tritel voting preference common stock
represented by properly executed proxies or voting instructions received before
or at the Tritel special meeting will, unless the proxies or voting
instructions are revoked, be voted in accordance with the instructions
indicated on those proxies or voting instructions. If no instructions are
indicated on a properly executed proxy card or voting instructions, the shares
will be voted FOR adoption of the merger agreement. You are urged to mark the
box on the proxy card to indicate how to vote your shares.

   If a properly executed proxy card or voting instruction is returned and the
stockholder has abstained from voting on adoption of the merger agreement, the
TeleCorp class A voting common stock, TeleCorp voting preference common stock,
Tritel class A voting common stock or Tritel voting preference common stock

                                       37
<PAGE>

represented by the proxy or voting instructions will be considered present at
the special meeting for purposes of determining a quorum, but will not be
considered to have been voted in favor of adoption of the merger agreement. If
your shares are held in an account at a brokerage firm or bank, you must
instruct them on how to vote your shares. If an executed proxy card is returned
by a broker or bank holding shares which indicates that the broker or bank does
not have discretionary authority to vote on adoption of the merger agreement,
the shares will be considered present at the meeting for purposes of
determining the presence of a quorum, but will not be considered to have been
voted in favor of adoption of the merger agreement. Your broker or bank will
vote your shares only if you provide instructions on how to vote by following
the information provided to you by your broker.

   Neither TeleCorp nor Tritel expects that any matter other than adoption of
the merger agreement will be brought before its special meeting. If, however,
other matters are properly presented, the persons named as proxies will vote in
accordance with their judgment with respect to those matters, unless authority
to do so is withheld on the proxy card.

   A stockholder may revoke his or her proxy at any time before it is voted by:

  .  notifying in writing the Secretary of TeleCorp at 1010 North Glebe Road,
     Suite 800, Arlington, VA 22201, if you are a TeleCorp stockholder, or
     the Secretary of Tritel at 111 E. Capitol Street, Suite 500, Jackson, MS
     39201, if you are a Tritel stockholder;

  .  granting a subsequently dated proxy; or

  .  appearing in person and voting at the special meeting if you are a
     holder of record.

   Attendance at the special meeting will not in and of itself constitute
revocation of a proxy.

Solicitation of Proxies

   TeleCorp and Tritel will equally share the expenses incurred in connection
with the printing and mailing of this joint proxy statement-prospectus.
TeleCorp and Tritel will also request banks, brokers and other intermediaries
holding shares of TeleCorp or Tritel common stock beneficially owned by others
to send this joint proxy statement-prospectus to, and obtain proxies from, the
beneficial owners and will reimburse the holders for their reasonable expenses
in so doing.

   You should not send in any stock certificates with your proxy card. A
transmittal letter with instructions for the surrender of stock certificates
will be mailed to you as soon as practicable after completion of the merger.

                                       38
<PAGE>

                                   THE MERGER

   This section of the joint proxy statement-prospectus describes material
aspects of the proposed merger, including the merger agreement, the stockholder
agreement, the voting agreement and other agreements. While we believe that the
description covers the material terms of the merger, this summary may not
contain all of the information that is important to you. You should read this
entire joint proxy statement-prospectus and the other documents we refer to
carefully for a more complete understanding of the merger.

Background of the Merger

   On January 12, 2000, Messrs. Vento and Sullivan met with Michael Schwartz
and William W. Hague, both officers of AT&T Wireless at the time, in Redmond,
Washington regarding a potential exchange of certain markets held by AT&T
Wireless and affiliated entities for TeleCorp's New England markets. Officers
of TeleCorp and AT&T Wireless had discussions regarding a potential asset
exchange on a number of occasions prior to the January 12th meeting. During
this meeting, in addition to discussions surrounding the potential exchange,
Messrs. Vento and Sullivan raised the possibility of TeleCorp entering into a
business combination with Tritel or another company. The AT&T Wireless
representatives indicated a willingness to consider waiving provisions under
the stockholders' agreement between AT&T Wireless, TeleCorp and certain of its
other initial investors that would prevent TeleCorp from combining with Tritel
or another company until it completed certain buildout requirements.

   Commencing in mid-January, Messrs. Vento and Sullivan began consulting with
legal and accounting advisors regarding Federal Communications Commission,
regulatory, tax and corporate structuring issues relevant to the proposed
transaction.

   On January 21, 2000, Mr. Vento called Mr. Mounger to set up a meeting the
following week to discuss a potential business combination of TeleCorp and
Tritel.

   On January 27, 2000, Messrs. Vento, Sullivan, Arnett, Martin and Mounger met
in Jackson, Mississippi where they initiated discussions about a potential
business combination of TeleCorp and Tritel and the strategic benefits of
combining the two businesses. They discussed the possibility of structuring the
transaction as a stock-for-stock merger of equals and governance issues.

   On February 3, 2000, Messrs. Vento, Sullivan, Arnett, Martin and Mounger met
for lunch in Dallas and continued discussions regarding a potential merger and
the governance and management structure for the merged entity. The meeting
concluded without an agreement. During the week that followed, Messrs. Vento,
Sullivan, Martin and Mounger had periodic conversations discussing the proposed
merger but no agreement was reached.

   From February 4, 2000 through February 11, 2000, several telephone calls
occurred among two or more of Messrs. Vento, Sullivan, Arnett, Martin, Mounger,
Hague and Schwartz concerning general terms of the proposed merger. During one
of these calls on February 7, 2000, Tritel and TeleCorp discussed a price per
person covered by Tritel's licenses related to TeleCorp's price per person
covered by its licenses, as determined by dividing TeleCorp's enterprise value
by the total number of people covered by its licenses. During a subsequent call
Mr. Sullivan proposed an acquisition of Tritel incorporating an exchange ratio
that would value Tritel at a fixed price per person covered in licensed areas
based on TeleCorp's then current share market price. The discussions concluded
without an agreement.

   The Tritel board of directors met by telephone conference call on February
12, 2000. The board of directors was informed of the discussions relating to
the feasibility of a proposed transaction with TeleCorp. The Tritel board of
directors then established a special committee of directors having no
affiliation with

                                       39
<PAGE>


TeleCorp or AT&T to evaluate and oversee negotiations of the proposed
transaction. Following the adjournment of the board meeting, the committee met
and engaged Merrill Lynch as its financial advisors, and there ensued a wide
ranging discussion of a potential transaction with TeleCorp. Members of the
committee included Andrew Hubregsen, Kevin J. Shepherd, Alexander P. Coleman,
David A. Jones, Jr. and Messrs. Mounger and Martin. The Tritel committee held a
telephonic meeting on February 14, 2000 to discuss the process and status of
negotiations and the benefits of the merger.

   On February 14, 2000, Messrs. Martin and Sullivan met in New York and
discussed pricing and management structure issues. The discussions concluded
without an agreement.

   During mid-February, Tritel, TeleCorp and their respective advisors began
due diligence activities, communication coordination and preparation of
definitive documentation, which continued for the next two weeks.

   On February 15, 2000, Messrs. Sullivan, Mounger, Martin, Hague and Schwartz
met at the offices of Cadwalader, Wickersham & Taft in New York and continued
negotiations. Mr. Sullivan repeated his earlier proposal for an exchange ratio
based on a fixed price per person covered by Tritel's licenses. They also
discussed governance and management structure for the merged entity and the
status of the proposed market swap and other transactions being negotiated by
TeleCorp with AT&T Wireless. Mr. Martin suggested in light of the proposed
governance and management structure that the exchange ratio needed to be
higher. The discussions concluded without an agreement. That evening, the
Tritel committee, together with its legal and financial advisors, met by
telephone conference call. The committee reviewed the status of ongoing
negotiations with TeleCorp's representatives and discussed various structures,
alternatives and valuation issues with the assistance of its legal and
financial advisors.

   On February 17, 2000, the Tritel committee and its legal and financial
advisors met by telephone conference call. The committee's financial advisors
provided an analysis primarily relating to valuation. There was also a report
of ongoing negotiations between Tritel's and TeleCorp's representatives.

   On February 17, 2000 and February 18, 2000, Mr. Vento and Mr. Sullivan
apprised the members of TeleCorp's board of directors on an individual basis of
the potential business combination of TeleCorp and Tritel.

   On February 19, 2000, Messrs. Vento, Sullivan, Martin and Mounger had a
telephone conference in which Messrs. Hague and Schwartz and Ms. Mary Hawkins-
Key, formerly of AT&T Wireless and a past TeleCorp director, also participated.
During this conference, Messrs. Vento and Sullivan proposed that they maintain
voting control of the combined company and suggested an exchange ratio of 0.76
to 1. Messrs. Martin and Mounger proposed that any exchange ratio incorporate
an adjustment to the ratio if TeleCorp was not successful in closing the market
swap and related transactions with AT&T Wireless. The discussions concluded
without an agreement.

   On February 21, 2000, Messrs. Vento and Sullivan, together with TeleCorp's
legal advisors, met with TeleCorp's board of directors by telephone conference
call to discuss the potential merger, proposed market swap and other potential
transactions with AT&T. At this meeting, Messrs. Vento and Sullivan discussed
each of the transactions with the board, including the strategic reasons for
the proposed transactions, the valuation of the proposed transactions, the
principal terms of the proposed transactions and various structural and
operational issues related to the proposed merger transaction, including the
structure of the management and the board of directors of the combined
companies.

   On February 21, 2000, the Tritel committee, together with its legal and
financial advisors, met by telephone conference call to discuss the exchange
ratio for the proposed transaction and other issues. The committee further
discussed the valuation of the proposed transaction and the structure of the
management and the board of directors of the combined companies. The committee
also reviewed Federal Communications Commission regulatory issues relevant to
the proposed transaction with representatives of Lukas, Nace, Gutierrez &
Sachs, Federal Communications Commission counsel to Tritel.

                                       40
<PAGE>

   Throughout the week of February 21, 2000, Messrs. Vento and Sullivan and
their advisors communicated informally with the members of the TeleCorp board
of directors, certain of TeleCorp's major stockholders and their respective
representatives.

   On February 21, 2000, TeleCorp delivered a draft of the agreement and plan
of merger and reorganization to Tritel and AT&T Wireless Services. During the
week of February 22, 2000, senior management of TeleCorp, Tritel and AT&T
Wireless Services and their respective financial and legal advisors negotiated
the terms of the merger agreement.

   On February 22, 2000, Tritel's representatives forwarded Mr. Vento a draft
term sheet proposing a 0.76 to 1 exchange ratio, certain matters related to
employee compensation and the issuance of rights to Tritel shareholders for
additional shares to cover any shortfall triggered by TeleCorp's failure to
acquire licenses covering at least 5.5 million people in conjunction with the
proposed market swap and other transactions being negotiated by TeleCorp with
AT&T. They also proposed that voting control of the combined entity be shared
equally by the current holders of Tritel's and TeleCorp's voting preference
stock. Messrs. Vento and Sullivan met with Tritel's committee at the offices of
Conseco, a significant shareholder in Tritel, in New York. The discussions
related primarily to potential benefits of the merger, management philosophy
and the status of negotiations between TeleCorp and AT&T relating to their
proposed exchange of markets and other matters. The discussions concluded
without an agreement. Following this meeting the Tritel committee, together
with its legal and financial advisors, met by telephone conference call. The
committee reviewed the status of ongoing negotiations with TeleCorp's
representatives and discussed various structures, alternatives and valuation
issues with the assistance of its legal and financial advisors. In a telephone
conference following the committee meeting Messrs. Vento, Hubregsen and Mounger
discussed Tritel's position with regard to various terms of the merger. The
discussions concluded without an agreement.

   On the morning of February 23, 2000, Messrs. Vento and Sullivan met with
Messrs. Martin, Hubregsen, Shepherd and James H. Neeld, IV, Tritel's Senior
Vice President-General Counsel, at Conseco's offices. Messrs. Vento and
Sullivan indicated an exchange ratio of 0.76 to 1 would be acceptable but that
an adjustment to the ratio based on whether or not the additional properties
were acquired was not acceptable. They also indicated that the acceptance of
the exchange ratio was conditioned upon TeleCorp's management having a majority
of the voting preference stock of the merged entity and suggested the
redemption of certain shares of Tritel voting preference stock held by Tritel
management. The meeting concluded without an agreement. That afternoon, the
same representatives met at the offices of Cadwalader, Wickersham & Taft,
counsel to TeleCorp, to further negotiate the terms of the merger with
discussions centering on employee compensation and retention matters. Tritel's
representatives indicated that, subject to approval of Tritel's committee and
full board of directors, TeleCorp's proposals concerning the exchange ratio,
voting preference stock and management structure were acceptable.

   The Tritel committee and its legal and financial advisors held meetings by
telephone conference call on February 23, 24, 25 and 26, 2000. Tritel's
representatives presented reports of ongoing negotiations between Tritel's and
TeleCorp's representatives and ongoing due diligence reviews.

   On February 27, 2000, the board of directors of TeleCorp met at the offices
of Cadwalader, Wickersham & Taft in New York to consider the proposed
transaction. At this meeting, Messrs. Vento and Sullivan reviewed the
transaction with the board, including the strategic reasons for the proposed
transaction, the principal terms of the proposed transaction, a financial
review of the proposed transaction, a review of TeleCorp's financial condition
and business operations and the results of TeleCorp's due diligence review.

   Representatives from TeleCorp's counsel, Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. and Cadwalader, Wickersham & Taft, discussed the terms of the
merger agreement and related documents. Representatives of Lehman Brothers
presented to TeleCorp's board of directors a summary of its analyses on the
strategic rationale for and financial analyses related to the proposed
transaction. In addition, Lehman delivered its opinion that the ratio for
exchanging shares of TeleCorp's classes and series of common and

                                       41
<PAGE>

preferred stock for shares of common and preferred stock of Holding Company
pursuant to the merger agreement was fair, from a financial point of view, to
holders of TeleCorp's common and preferred stock. After an extensive review and
discussion of the merger and separate exchange transaction in which Messrs.
Anderson and Schwartz and Ms. Hawkins-Key did not participate, the board of
directors of TeleCorp, with Messrs. Anderson, Schwartz and Ms. Hawkins-Key
abstaining, unanimously approved the merger and exchange agreements and the
related transactions contemplated by those agreements, declared them advisable
and resolved to recommend that TeleCorp's stockholders adopt the merger and
exchange agreements.

   Also on February 27, 2000, the Tritel committee met at the New York offices
of Brown & Wood LLP, counsel to Tritel and the Tritel committee, to consider
the proposed transaction. At this meeting members of management reviewed the
transaction with the Tritel committee, including the strategic reasons for the
proposed transaction, the principal terms of the proposed transaction, a
financial review of the proposed transaction, a review of Tritel's financial
condition and business operations and the results of Tritel's due diligence
review.

   Tritel's legal advisors discussed the terms of the merger agreement and
related documents. Representatives of Merrill Lynch presented to Tritel's board
of directors a summary of its analyses on the strategic rationale for and
financial analyses related to the proposed transaction. In addition, Merrill
Lynch delivered its oral opinion, which was subsequently confirmed in writing,
to the effect that, as of the date thereof, and subject to the assumptions,
qualifications and limitations referred to in its opinion, the exchange ratio
was fair, from a financial point of view, to the holders of shares of Tritel
class A voting common stock other than AT&T Wireless and its affiliates. The
Tritel committee then resolved to recommend that the board of directors of
Tritel approve the merger agreement and the related agreements. The board of
directors of Tritel held a meeting later that day (with the members of the
Tritel committee convening at the New York offices of Brown & Wood LLP) and,
after an extensive review and discussion of the merger transaction, the board
of directors of Tritel unanimously approved the merger agreement and the
related agreements and the transactions contemplated by those agreements,
declared them advisable and resolved to recommend that Tritel's stockholders
adopt the merger agreement.

   Negotiation and resolution of the final terms of the merger agreement, the
exchange agreement and related agreements continued among representatives of
TeleCorp, Tritel and AT&T Wireless on February 27 and 28, 2000. In addition,
Messrs. Vento, Sullivan, Martin and Mounger each agreed to enter into voting
agreements pursuant to which they agreed to vote all of their shares carrying
the right to vote in favor of the adoption of the merger agreement.

   On February 28, 2000, TeleCorp, Tritel and AT&T Wireless Services executed
the merger agreement and issued a press release to that effect. Messrs. Vento,
Sullivan, Martin and Mounger each entered into their respective voting
agreements.

TeleCorp's Reasons for the Merger

   The TeleCorp board of directors has determined that the merger is fair to
and in the best interests of TeleCorp's stockholders, has approved the merger
agreement, and unanimously recommends a vote "FOR" approval of, and adoption
of, the merger agreement.

   In light of the developing trends in the telecommunications industry and
consolidation in the wireless PCS market, the TeleCorp board of directors
believes that the merger represents a strategic opportunity to significantly
expand the size and scope of TeleCorp's operations. The TeleCorp board of
directors believes that, following the merger, TeleCorp will have greater
financial strength, operational efficiencies and growth potential than either
TeleCorp or Tritel would have on its own. TeleCorp's board of directors also
identified a number of potential benefits of the proposed merger, including the
following:

  .  synergies relating to expanded in-network coverage and the contiguous
     network footprints of TeleCorp and Tritel post-merger;

  .  savings realized through the sharing of outlays in future infrastructure
     investments;

  .  economies of scale that should yield enhanced purchasing power and
     improved marketing;

                                       42
<PAGE>

  .  a significantly stronger capital structure and financial resources
     providing greater operating flexibility; and

  .  a larger market capitalization and size that may result in broader
     research coverage and increased interest by institutional investors.

   In reaching its decision to approve the merger agreement, the merger and the
other transactions contemplated by the merger agreement, TeleCorp's board of
directors also considered, in addition to the factors described above:

  .  information concerning the financial performance and condition, business
     operations, capital and prospects of each of TeleCorp and Tritel on a
     stand-alone basis as well as a combined basis;

  .  current industry, economic and market trends, including the likelihood
     of increasing and broadening competition in the wireless PCS industry;

  .  the importance of market position, significant scale and scope and
     financial resources to TeleCorp's ability to compete effectively in the
     future;

  .  the valuation ascribed TeleCorp's common stock in the merger agreement
     and the valuation implied for the combined entity based on currently
     prevailing market multiples;

  .  the relative contributions of TeleCorp and Tritel to the net revenues
     and EBITDA of the combined company;

  .  the opinion delivered by Lehman Brothers to the TeleCorp board of
     directors on February 27, 2000 to the effect that, as of the date
     thereof and based on and subject to the assumptions, limitations and
     qualifications set forth in the opinion, the ratio for exchanging shares
     of TeleCorp's classes and series of common and preferred stock for
     shares of Holding Company common and preferred stock is fair, from a
     financial point of view, to TeleCorp common and preferred stockholders;

  .  the expectation that the merger would be accounted for as a purchase for
     accounting purposes and would be accomplished on a tax-free basis for
     federal income tax purposes; and

  .  the structure of the merger and the terms of the merger agreement,
     including the arrangements proposed for the Holding Company board of
     directors and the designation by TeleCorp of members to serve on the
     Holding Company board of directors.

   TeleCorp's board of directors also considered potential risks relating to
the merger, including:

  .  the risk that the benefits and synergies sought from the merger would
     not be fully achieved;

  .  the management distraction inherent in integrating two companies;

  .  the risk that the merger would not be consummated;

  .  the limitations imposed by the merger agreement on the conduct of
     TeleCorp's business prior to the merger, as well as the length of time
     projected for satisfying all closing conditions; and

  .  the number of shares of Holding Company class A voting common stock
     issuable in connection with the merger and related transactions and the
     consequent reduction in the voting power of TeleCorp's current
     stockholders.

   The TeleCorp board of directors believes that these risks were outweighed by
the potential benefits to be realized by the merger. The foregoing discussion
of the information and factors considered by the TeleCorp board of directors is
not intended to be exhaustive but includes all material factors considered by
the TeleCorp board of directors. In view of the wide variety of information and
factors considered, the board of directors did not find it practical to, and
did not, assign any relative or special weights to the foregoing factors, and
individual directors may have given differing weights to different factors. The
TeleCorp board of directors

                                       43
<PAGE>


adopted the merger agreement and approved the transactions contemplated thereby
in consideration of all of the facts, matters and information brought to its
attention. Taking into account all of the material facts, matters and
information, including those described above, the TeleCorp board of directors
believes that the terms of the merger agreement and the transactions provided
for therein are fair to and in the best interests of TeleCorp's stockholders.
THE TELECORP BOARD UNANIMOUSLY RECOMMENDS THAT TELECORP'S STOCKHOLDERS VOTE
"FOR" ADOPTION OF, AND APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT.

Tritel's Reasons for the Merger

   The Tritel board of directors formed a special committee of directors to
review and evaluate the terms of the merger. The Tritel committee consisted
solely of directors having no affiliation with TeleCorp or AT&T, a substantial
shareholder of both Tritel and TeleCorp. Based in part on the unanimous
recommendation of the Tritel committee, Tritel's board of directors has
determined that the terms of the merger are fair to, and in the best interests
of, Tritel's stockholders. On the recommendation of the Tritel committee,
Tritel's board of directors has approved the merger agreement and recommends a
vote "FOR" approval of, and adoption of, the merger agreement. In reaching its
recommendation, Tritel's board of directors identified several potential
benefits of the merger, including the following:

  .  the growth opportunity for the combined company and the opportunity to
     improve market positions;

  .  the greater capital resources and the financial diversification and
     flexibility of the combined company, including the opportunity for
     stockholders to participate in a larger and more diversified company;
     and

  .  the increased ability to compete by providing better service to
     customers through an expanded digital network and greater technical
     resources under the same regional brand name, including greater
     flexibility to adjust to future trends and competition from other
     technologies.

   The Tritel committee consulted with senior management, as well as its legal
counsel and financial advisors, in reaching its decision to recommend the
approval of the merger. In its evaluation of the merger, in addition to the
factors listed above, Tritel's committee also reviewed the following factors:

  .  the historical information concerning Tritel's and TeleCorp's respective
     businesses, financial performance and condition, operations, technology,
     management and prospects;

  .  the reports filed by TeleCorp with the Securities and Exchange
     Commission;

  .  the current financial market conditions and historical market prices,
     volatility and trading information;

  .  the opinion of Merrill Lynch that, as of the date of its opinion and
     subject to the considerations described in the opinion, the exchange
     ratio in the merger is fair to holders of the Tritel class A voting
     common stock, other than AT&T Wireless and its affiliates, from a
     financial point of view;

  .  the structure of the merger, including the composition of the board of
     directors and management of the Holding Company;

  .  the expectation that the merger will be accomplished on a tax-free basis
     for federal income tax purposes and accounted for as a purchase;

  .  the belief that the terms of the merger agreement are reasonable;

  .  the potential strategic alternatives available to Tritel and the
     viability and risks associated with each alternative including the
     prospects for Tritel on a stand-alone basis;

  .  the increasing competition in Tritel's markets from both existing and
     potential competitors, some of which have greater assets and resources;

  .  the likelihood of the merger being approved by the appropriate
     regulatory authorities;

                                       44
<PAGE>

  .  the complementary nature of the companies' product and service
     offerings;

  .  the impact of the merger on Tritel's employees and customers;

  .  the reports from management, legal and financial advisors as to the
     results of the due diligence investigation of TeleCorp; and

  .  the debt-to-capital ratio of both companies.

   The Tritel committee and the Tritel board of directors also identified and
considered a number of risks relating to the merger, including the following:

  .  the risk that the potential benefits of the merger may not be realized;

  .  the possibility that the merger may not be consummated, even though
     approval by Tritel's and TeleCorp's stockholders is contractually
     assured;

  .  the risk of management and employee disruption associated with the
     merger, including the risk that key technical, sales and management
     personnel might not remain employed by the combined company;

  .  the difficulty of managing operations in the different geographic
     locations in which Tritel and TeleCorp operate; and

  .  the loss of Tritel management control over the future operations of the
     combined company.

   The Tritel committee and the Tritel board of directors concluded that, on
balance, the potential benefits to Tritel's stockholders of the merger
outweighed the risks associated with the merger. The foregoing discussion of
the information and factors considered by the Tritel committee and the Tritel
board of directors is not intended to be exhaustive, but includes all material
factors considered by the Tritel committee and the Tritel board of directors.
In view of the variety of factors considered in connection with its evaluation
of the merger, the Tritel committee and the Tritel board of directors did not
find it practicable to, and did not quantify or otherwise assign relative
weight to, the specific factors considered in reaching their determination, and
individual directors may have given differing weights to different factors.

   After careful consideration of all the information brought before it, the
Tritel board of directors has determined the merger agreement and the merger to
be fair to, and in the best interests of, Tritel's stockholders. THE TRITEL
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT TRITEL'S STOCKHOLDERS VOTE "FOR"
ADOPTION OF, AND APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY, THE MERGER
AGREEMENT.

Recommendation of TeleCorp's Board of Directors

   The TeleCorp board of directors believes that the merger is fair to
TeleCorp's stockholders and in their best interest, and recommends the adoption
of the merger agreement.

   In considering the recommendation of the TeleCorp board of directors with
respect to the merger agreement, you should be aware that certain directors and
executive officers of TeleCorp have interests in the merger that are different
from, or are in addition to, the interests of TeleCorp's stockholders. Please
see the section entitled "Interests of TeleCorp Directors and Executive
Officers in the Merger" in this joint proxy statement-prospectus.

Opinion of TeleCorp's Financial Advisor

   Lehman Brothers acted as financial advisor to the TeleCorp board of
directors in connection with the proposed merger and delivered its written
opinion to the TeleCorp board of directors at its February 27, 2000 meeting to
the effect that, as of the date thereof, and based on and subject to the
assumptions, limitations and

                                       45
<PAGE>

qualifications set forth in the opinion, the fairness, from a financial point
of view, (1) to the holders of class A voting common stock of TeleCorp of the
class A voting exchange ratio to be offered to such holders in the proposed
merger, (2) to the holders of class C common stock of TeleCorp of the class C
voting exchange ratio to be offered to such holders in the proposed merger, (3)
to the holders of class D common stock of TeleCorp of the class D exchange
ratio to be offered to such holders in the proposed merger and (4) to the
holders of the senior subordinated discount notes of the exchange ratios to be
offered to the holders of TeleCorp's class A voting common stock, class C
common stock and class D common stock in the proposed merger.

   The full text of Lehman Brothers' written opinion, dated February 27, 2000,
is attached as Annex D to this joint proxy statement-prospectus. Stockholders
may read the opinion for a discussion of assumptions made, matters considered
and limitations of the review undertaken by Lehman Brothers in rendering its
opinion. The summary of the Lehman Brothers opinion set forth in this joint
proxy statement-prospectus is qualified in its entirety by reference to the
full text of the opinion attached as Annex D.

   No limitations were imposed by TeleCorp on the scope of Lehman Brothers'
investigation or the procedures to be followed by Lehman Brothers in rendering
its opinion. Lehman Brothers was not requested to and did not make any
recommendation to the TeleCorp board of directors as to the form or amount of
the consideration to be received by TeleCorp stockholders, which was determined
through arm's length negotiations between the parties. In arriving at its
opinion, Lehman Brothers did not ascribe a specific range of values to TeleCorp
or Tritel, but rather made its determination as to fairness, from a financial
point of view, on the basis of the financial and comparative analyses described
below. The Lehman Brothers opinion was provided to the TeleCorp board of
directors for its use and benefit in connection with its consideration of the
proposed merger. This opinion was not intended to be and does not constitute a
recommendation to any stockholder of TeleCorp with respect to how any
stockholder should vote with respect to the proposed merger. Lehman Brothers
was not requested to opine as to, and the opinion does not in any manner
address, TeleCorp's underlying business decision to proceed with or effect the
proposed merger. In its opinion relating to the proposed merger, Lehman
Brothers did not address the fairness of the series of agreements with AT&T
Wireless entered into simultaneously with the merger agreement. Lehman
Brothers, however, did render a separate opinion regarding the fairness, from a
financial point of view, to TeleCorp and to the holders of the senior
subordinated discount notes of the consideration to be received in the series
of agreements with AT&T Wireless.

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

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

  .  the merger agreement and the specific terms of the proposed merger;

  .  publicly available information concerning TeleCorp that Lehman Brothers
     believed to be relevant to its analyses, including the TeleCorp
     registration statement on Form S-1 declared effective on November 22,
     1999 and the TeleCorp quarterly report on Form 10-Q for the quarter
     ended September 30, 1999;

                                       46
<PAGE>

  .  publicly available information concerning Tritel that Lehman Brothers
     believed to be relevant to its analysis, including the Tritel
     registration statement on Form S-1 declared effective on December 13,
     1999;

  .  financial and operating information with respect to the business,
     operations and prospects of TeleCorp furnished to it by TeleCorp;

  .  financial and operating information with respect to the business,
     operations and prospects of Tritel furnished to it by Tritel;

  .  a trading history of TeleCorp's common stock from November 22, 1999 to
     the present and a comparison of that trading history with those of other
     companies that it deemed relevant;

  .  a trading history of Tritel's common stock from December 13, 1999 to the
     present and a comparison of that trading history with those of other
     companies that it deemed relevant;

  .  a comparison of the historical financial results and present financial
     condition of TeleCorp with those of other companies that it deemed
     relevant;

  .  a comparison of the historical financial results and present financial
     condition of Tritel with those of other companies that it deemed
     relevant;

  .  a comparison of the financial terms of the proposed merger with the
     financial terms of certain other transactions that it deemed relevant;

  .  published estimates of third party research analysts with respect to the
     future financial performance of TeleCorp and Tritel; and

  .  the relative contributions of TeleCorp and Tritel, on a pro forma basis,
     to the future financial performance of Holding Company following
     consummation of the proposed merger.

   In addition, Lehman Brothers had discussions with the managements of
TeleCorp and Tritel concerning their respective businesses, operations, assets,
financial conditions and prospects and has undertaken such other studies,
analyses and investigations that it deemed appropriate.

   In arriving at its opinion, Lehman Brothers assumed and relied upon the
accuracy and completeness of the financial and other information used by it
without assuming any responsibility for independent verification of such
information and has further relied upon the assurances of the managements of
TeleCorp and Tritel that they are not aware of any facts or circumstances that
would make such information inaccurate or misleading. With respect to the
financial projections of TeleCorp, upon advice of TeleCorp, Lehman Brothers
assumed that such projections have been reasonably prepared on a basis
reflecting the best currently available estimates and judgments of the
management of TeleCorp as to the future financial performance of TeleCorp and
that TeleCorp will perform substantially in accordance with such projections.
Lehman Brothers was not provided with, and did not have access to, financial
projections of Tritel prepared by the management of Tritel. Accordingly, upon
advice of Tritel, Lehman Brothers assumed that the published estimates of third
party research analysts are a reasonable basis upon which to evaluate the
future financial performance of Tritel and that Tritel will perform
substantially in accordance with such estimates. In arriving at its opinion,
Lehman Brothers has not conducted a physical inspection of the properties and
facilities of TeleCorp or Tritel and has not made or obtained any evaluations
or appraisals of the assets or liabilities of TeleCorp or Tritel. Upon advice
of TeleCorp and its legal and accounting advisors, Lehman Brothers assumed that
the merger will qualify as a tax-free transaction within the meaning of Section
351 of the Internal Revenue Code of 1986, as amended, and a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended, and therefore as a tax-free transaction to the stockholders of
TeleCorp. Lehman Brothers' opinion necessarily is based upon market, economic
and other conditions as they exist on, and can be evaluated as of, the date of
its letter.

   In addition, Lehman Brothers expressed no opinion as to the prices at which
shares of common stock of Holding Company or the senior subordinated discount
notes actually will trade following consummation of the

                                       47
<PAGE>

proposed merger and this opinion should not be viewed as providing any
assurance that the market value of the shares of Holding Company to be held by
the stockholders of TeleCorp after the proposed merger will be in excess of the
market value of the shares of TeleCorp's class A voting common stock owned by
such stockholders at any time prior to announcement or consummation of the
proposed merger or that the market value of the senior subordinated discount
notes prior to the announcement or consummation of the proposed merger.

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

 Purchase Price Analysis

   As of February 27, 2000, Lehman Brothers estimated that the price per Tritel
class A voting common share Tritel would receive in the proposed merger would
be $33.45, based on the TeleCorp class A voting common stock 5-day average
closing price as of February 25, 2000 of $44.02 and the class A voting common
exchange ratio of 0.76. This price per share represented a 36.5% premium over
the Tritel class A voting common stock February 25, 2000 closing price of
$24.50. As of February 25, 2000, Lehman Brothers estimated that the price per
Tritel class A voting common share Tritel would receive in the proposed merger
would be $37.62, based on the TeleCorp class A voting common stock closing
price as of February 25, 2000 of $49.50. This price per share represented a
53.6% premium over the Tritel class A voting common stock February 25, 2000
closing price.

 Historical Exchange Ratio Analysis

   Lehman Brothers reviewed the ratio of the recent daily closing price of
Tritel class A voting common stock from December 14, 1999 to February 25, 2000
relative to TeleCorp class A voting common stock in order to compare it to the
class A exchange ratio. The following table lists the low, average and high
daily ratio of Tritel's class A voting common stock closing price relative to
TeleCorp's class A voting common stock closing price for the periods indicated.

                           HISTORICAL EXCHANGE RATIOS

<TABLE>
     <S>                                                                    <C>
     5-day average (as of 2/25/00)......................................... 0.54
     Close (as of 2/25/00)................................................. 0.49
     Low (since 12/14/99).................................................. 0.49
     High (since 12/14/99)................................................. 0.88
</TABLE>

   Lehman Brothers noted that these historical exchange ratios are based on
public market trading values for the respective stocks, and do not include any
adjustments by Lehman Brothers for acquisition premiums.

                                       48
<PAGE>

 Historical Public Market Trading Analysis

   Lehman Brothers reviewed the recent stock price performance of Tritel class
A voting common stock based on an analysis of the historical closing prices
from December 14, 1999 to February 25, 2000 in order to compare it to the
estimated price per share each Tritel class A voting common stockholder would
receive in the proposed merger. The following table lists the low, average and
high daily closing prices of shares of Tritel class A voting common stock for
the periods indicated.

              HISTORICAL TRITEL CLASS A VOTING COMMON STOCK PRICES

<TABLE>
     <S>                                                                 <C>
     Close (2/25/00).................................................... $24.50
     Low (since 12/14/99-2/25/00)....................................... $21.88
     High (since 12/14/99-2/25/00)...................................... $32.00
     5 Day Trading Average (2/18/00-2/25/00)............................ $23.80
     10 Day Trading Average (2/11/00-2/25/00)........................... $23.28
     20 Day Trading Average (1/28/00-2/25/00)........................... $24.59
     Trading Average Since IPO (51 Days, 12/14/99-2/25/00).............. $26.58
</TABLE>


                                    [GRAPH]


   Lehman Brothers also reviewed the recent stock price performance of TeleCorp
class A voting common stock based on an analysis of the historical closing
prices from November 22, 1999 to February 25, 2000 in order to compare it to
TeleCorp's stock price at the time of announcement of the proposed merger. The
following table lists the low, average and high daily closing prices of shares
of TeleCorp class A voting common stock for the periods indicated.

                                       49
<PAGE>

             HISTORICAL TELECORP CLASS A VOTING COMMON STOCK PRICES

<TABLE>
     <S>                                                                 <C>
     Close (2/25/00).................................................... $49.50
     Low (11/23/99-2/25/00)............................................. $31.00
     High (11/23/99-2/25/00)............................................ $49.50
     5 Day Trading Average (2/18/00-2/25/00)............................ $44.02
     10 Day Trading Average (2/11/00-2/25/00)........................... $43.22
     20 Day Trading Average (1/28/00-2/25/00)........................... $43.39
     Trading Average Since IPO (65 Days, 11/23/99-2/25/00).............. $38.99
</TABLE>



                                    [GRAPH]


 Research Analyst Price Targets

   Lehman Brothers reviewed and analyzed future price targets for the Tritel
class A voting common stock and the TeleCorp class A voting common stock
prepared by securities research analysts. These targets reflected each
analyst's estimate of the future price of the Tritel class A voting common
stock or the TeleCorp class A voting common stock at the end of the particular
time period considered for each estimate. Using an annual discount rate of 15%,
Lehman Brothers discounted these estimates to arrive at a range of present
values of the price targets. Based on the one published research report on
Tritel, Lehman Brothers derived a current value of $32.00 per Tritel class A
voting common share. Based on the target prices published in the research
available for TeleCorp, Lehman Brothers derived a $45.30 to $52.17 range of
current values per TeleCorp class A voting common share.

 Peer Group Comparison

   Lehman Brothers performed a peer group comparison analysis to consider and
compare different prices per person within the companies' license coverage
areas that have been attributed to Tritel, TeleCorp and the peer group in order
to determine how the market valuations of Tritel and TeleCorp compared to their
peer companies. Lehman Brothers compared certain financial statistics of Tritel
and TeleCorp with corresponding financial statistics for the following six PCS
companies: Airgate, Alamosa, Powertel, Sprint PCS, Triton and Voicestream.
Lehman Brothers analyzed, among other things, firm value (the market valuation
of a company's stock plus the amount of its outstanding debt less the amount of
cash it has on hand) as a multiple of total POPs (the number of persons within
the companies' license coverage areas). Lehman Brothers also analyzed the
license value (the firm value less the company's gross property, plant and
equipment and less the value of the company's subscribers) as a multiple of
total POPs. As of February 27, 2000, the statistics derived from this analysis
are set forth below:

                                       50
<PAGE>

                             PEER GROUP COMPARISON

<TABLE>
<CAPTION>
                                                            MEAN TRITEL TELECORP
                                                            ---- ------ --------
     <S>                                                    <C>  <C>    <C>
     Firm Value/Total POPs................................. $218  $229    $365
     License Value/Total POPs.............................. $191  $218    $336
</TABLE>

   Lehman Brothers noted that the current public market valuation of Tritel
(based upon the per POP trading multiples implied by Tritel's class A voting
common stock price) was generally in line with its peer companies. Lehman
Brothers also noted that the current public market valuation of TeleCorp (based
upon the per POP trading multiples implied by TeleCorp's class A voting common
stock price) was generally higher than its peer companies.

   Because of the inherent differences in the businesses, operations, financial
conditions and prospects of Tritel and TeleCorp and their respective comparable
companies, Lehman Brothers believed that it was inappropriate to, and therefore
did not, rely solely on the quantitative results of the comparable companies
analysis, and, accordingly, also made qualitative judgments concerning
differences between the characteristics of the comparable companies and Tritel
and TeleCorp, respectively, that would affect the trading values of Tritel,
TeleCorp and the comparable companies. In particular, Lehman Brothers
considered the size and desirability of the markets of operation and current
levels and historical rates of growth of Tritel, TeleCorp and their respective
comparable companies.

 Selected Comparable Precedent Transaction Analysis

   As part of its analysis, Lehman Brothers reviewed the following nine
transactions involving domestic PCS and wireless companies since 1998 in order
to compare the multiples paid in these transactions with the implied multiple
being paid to Tritel in the proposed merger:

  .  October 1999--MCI Worldcom / Sprint PCS

  .  September 1999--Voicestream / Aerial

  .  June 1999--Voicestream / Omnipoint

  .  May 1999--TeleCorp PCS / AT&T Wireless

  .  April 1999--Sprint PCS / Cox Communications

  .  December 1998--Triton / AT&T Wireless

  .  September 1998--Sonera / Aerial

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

  .  January 1998--Sprint PCS / APC

   For each of these, Lehman Brothers reviewed the prices paid and calculated
the enterprise value as a multiple of total POPs. This analysis indicated
multiples ranging from $25 to $208 per POP for these transactions, with an
overall mean per POP multiple of $96. For those transactions in which a portion
of the consideration paid was stock of the acquirer, Lehman Brothers also
evaluated the per POP multiples using the current share price of the acquirer
rather than the share price of the acquirer at the close of the day prior to
the announcement of the transaction. Using this methodology, the analysis
indicated multiples ranging from $101 to $284 per POP for these transactions,
with an overall mean per POP multiple of $229. The multiple per Tritel POP
being paid by TeleCorp in the proposed merger based on TeleCorp's five-day
average closing price per class A voting common share is approximately $330.

   Because the reasons for and the circumstances surrounding each of the
transactions analyzed were specific to each transaction and because of the
inherent differences between the businesses, operations and prospects of Tritel
and the businesses, operations and prospects of the acquired companies included
in the selected

                                       51
<PAGE>

transactions, Lehman Brothers believed that it was inappropriate to, and
therefore did not, rely solely on the quantitative results of the precedent
transactions analysis, and accordingly also made qualitative judgments
concerning differences between the characteristics of these transactions and
the proposed merger that would affect the acquisition values of Tritel and such
acquired companies. In particular, Lehman Brothers considered the size and
desirability of the markets of operation, the strategic fit of the acquired
company, the form of consideration offered and the tax characteristics of the
transaction.

 Discounted Cash Flow Analysis

   Lehman Brothers performed a discounted cash flow analysis of the Tritel
business and then compared the range of valuations implied by such analysis to
the estimated price per share that Tritel shareholders would receive in the
proposed merger. A discounted cash flow analysis is one method used to value
businesses and involves an analysis of the present value of projected cash
flows of a business for a specified number of years into the future and the
present value of the projected value of the business at the end of that period
of years. Lehman Brothers performed a discounted cash flow analysis for Tritel
based on TeleCorp management projections of cash flows for Tritel.

   Lehman Brothers analyzed Tritel using a forecast for the period beginning
January 1, 2000 and ending December 31, 2008. Lehman Brothers used discount
rates ranging from 11% to 12% and terminal value multiples of estimated 2008
EBITDA ranging from 12.0x to 13.0x. This analysis yielded a range of values for
Tritel of approximately $3.8 billion to $4.5 billion, implying a range of
values for Tritel class A voting common stock of $29 to $35 per share.

   Lehman Brothers noted that, based on its purchase price analysis, the
estimated price per share of Tritel class A voting common shareholders would
receive in the proposed merger based on the TeleCorp class A voting common
stock five-day average closing price as of February 25, 2000, $33.45, fell
within the implied range of values determined by this analysis.

 Contribution Analysis

   Lehman Brothers conducted a contribution analysis which compared the current
total POPs and the projected revenue for the year 2003 Tritel is contributing
to the combined company relative to the TeleCorp contribution to these items.
The projections for Tritel's 2003 revenues were obtained from a securities
research analyst report and projections for TeleCorp's 2003 revenues were
obtained from TeleCorp's management. Using this methodology, Lehman Brothers
derived implied exchange ratios ranging from 0.82 to 0.93.

Lehman Brothers is an internationally recognized investment banking firm and,
as part of its investment banking activities, is regularly engaged in the
evaluation of businesses and other securities in connection with mergers and
acquisitions, negotiated underwritings, competitive bids, secondary
distributions of listed and unlisted securities, private placements and
valuations for corporate and other purposes. Lehman Brothers has, from time to
time, provided investment banking services for TeleCorp. The TeleCorp board of
directors selected Lehman Brothers because of its expertise, reputation and
familiarity with TeleCorp in particular and the telecommunications industry in
general, and because its investment banking professionals have substantial
experience in transactions similar to the proposed merger.

Fee Arrangement with Lehman Brothers

   Pursuant to a letter agreement dated February 21, 2000, TeleCorp engaged
Lehman Brothers to act as its financial advisor in connection with the proposed
merger and the transactions with AT&T Wireless. TeleCorp has agreed to pay
Lehman Brothers approximately $13 million, approximately $2.25 million of which
has been paid and the remainder of which will be paid upon consummation of the
proposed merger. TeleCorp also has agreed to reimburse Lehman Brothers for its
reasonable out-of-pocket expenses, including attorney's fees, and to indemnify
them against certain liabilities.

                                       52
<PAGE>

   In the ordinary course of its business, Lehman Brothers actively trades in
the debt and equity securities of TeleCorp for its own account and for the
accounts of its customers and, accordingly, may at any time hold a long or
short position in such securities.

Recommendation of Tritel's Board of Directors

   The Tritel board of directors believes, based in part on the recommendation
of the Tritel committee, that the merger is fair to Tritel's stockholders and
in their best interest, and recommends the adoption of the merger agreement.

   In considering the recommendation of the Tritel board of directors with
respect to the merger agreement, you should be aware that certain directors and
executive officers of Tritel have interests in the merger that are different
from, or are in addition to, the interests of Tritel stockholders. Please see
the section entitled "Interests of Tritel Directors and Executive Officers in
the Merger" in this joint proxy statement-prospectus.

Opinion of Tritel's Financial Advisor

   Tritel engaged Merrill Lynch as its financial advisor in connection with the
merger based on its experience and expertise. Merrill Lynch is an
internationally recognized investment banking firm that has substantial
experience in transactions similar to the merger. Merrill Lynch, as part of its
investment banking business, is continuously engaged in the valuation of
businesses and securities in connection with mergers and acquisitions,
negotiated underwritings, competitive biddings, secondary distributions of
listed and unlisted securities, private placements and valuations for corporate
and other purposes.

   At the February 27, 2000 meeting of the Tritel Board, Merrill Lynch
delivered its oral opinion (subsequently confirmed in writing) to the effect
that, as of the date thereof, and subject to the assumptions, qualifications
and limitations set forth therein, the exchange ratio was fair, from a
financial point of view, to the holders of shares of Tritel class A voting
common stock other than AT&T Wireless and its affiliates.

   The full text of Merrill Lynch's written opinion, dated February 27, 2000,
which sets forth the assumptions made, matters considered and qualifications
and limitations on the review undertaken by Merrill Lynch, is set forth in
Annex E and is incorporated herein by reference. The summary of Merrill Lynch's
opinion set forth below is qualified in its entirety by reference to the full
text of such opinion. Tritel stockholders are urged to read carefully the
Merrill Lynch opinion in its entirety.

   The opinion speaks only as of February 27, 2000, and Merrill Lynch is under
no obligation to confirm its opinion as of any later date. In reading the
following discussion of the Merrill Lynch opinion, Tritel stockholders should
be aware that the opinion:

  .  was provided to the Tritel Board for its information and is directed
     only to the fairness, from a financial point of view, of the exchange
     ratio to the holders of shares of Tritel class A voting common stock
     other than AT&T Wireless and its affiliates;

  .  did not constitute a recommendation to the Tritel Board in connection
     with their consideration of the merger agreement and the merger;

  .  does not address the merits of the underlying decision by Tritel to
     engage in the merger or the price or range of prices at which Tritel,
     TeleCorp or Holding Company securities may trade subsequent to the
     announcement or consummation of the merger; and

  .  does not constitute a recommendation to any Tritel stockholder as to how
     such stockholder should vote on the merger or any matter related
     thereto.

   Although Merrill Lynch evaluated the fairness, from a financial point of
view, of the exchange ratio to the holders of Tritel class A voting common
stock other than AT&T Wireless and its affiliates, the merger

                                       53
<PAGE>


consideration itself was determined by Tritel through arm's length
negotiations. Merrill Lynch provided advice to Tritel during the course of such
negotiations. Tritel did not provide specific instructions to, or place any
limitations on, Merrill Lynch with respect to the procedures to be followed or
factors to be considered by them in performing their analyses or providing
their opinion.

 Merrill Lynch Opinion

   In arriving at its opinion, Merrill Lynch, among other things:

  .  reviewed certain publicly available business and financial information
     relating to Tritel and TeleCorp that Merrill Lynch deemed to be
     relevant;

  .  reviewed certain information, including financial forecasts provided by
     the management of Tritel, relating to the business, earnings, cash flow,
     assets, liabilities and prospects of Tritel;

  .  reviewed certain information relating to the business, earnings, cash
     flow, assets, liabilities and prospects of TeleCorp, and other
     information, including financial forecasts, with respect to the
     expansion markets described below;

  .  conducted discussions with members of senior management and
     representatives of Tritel and TeleCorp concerning the matters described
     in the above two bullet points, as well as their respective businesses
     and prospects before and after giving effect to the merger;

  .  reviewed the market prices and valuation multiples for shares of Tritel
     class A voting common stock and compared them with those of certain
     publicly traded companies that Merrill Lynch deemed to be relevant;

  .  reviewed the results of operations of Tritel and TeleCorp and compared
     them with those of certain publicly traded companies that Merrill Lynch
     deemed to be relevant;

  .  compared the proposed financial terms of the merger with the financial
     terms of certain other transactions that Merrill Lynch deemed to be
     relevant;

  .  participated in certain discussions and negotiations among
     representatives of Tritel and TeleCorp and their financial and legal
     advisors;

  .  reviewed the potential pro forma impact of the merger;

  .  reviewed a draft of the merger agreement; and

  .  reviewed such other financial studies and analyses and took into account
     such other matters as Merrill Lynch deemed necessary, including its
     assessment of general economic, market and monetary conditions.

   In preparing its opinion, Merrill Lynch assumed and relied on the accuracy
and completeness of all information supplied or otherwise made available to
Merrill Lynch, discussed with or reviewed by or for Merrill Lynch, or publicly
available, and Merrill Lynch did not assume any responsibility for
independently verifying such information or undertake an independent evaluation
or appraisal of any of the assets or liabilities of Tritel or TeleCorp nor was
Merrill Lynch furnished with any such evaluation or appraisal. In addition,
Merrill Lynch did not assume any obligation to conduct any physical inspection
of the properties or facilities of Tritel or TeleCorp. With respect to the
financial forecast information furnished to or discussed with Merrill Lynch by
Tritel or TeleCorp (with respect to the expansion markets), Merrill Lynch
assumed that they had been reasonably prepared and reflected the best currently
available estimates and judgment of Tritel's or TeleCorp's management as to the
expected future financial performance of Tritel or the expansion markets, as
the case may be. Merrill Lynch further assumed that the merger will qualify as
a tax-free reorganization for U.S. federal income tax purposes. Merrill Lynch
also assumed that the final form of the merger agreement would be substantially
similar to the last draft reviewed by Merrill Lynch.


                                       54
<PAGE>

   Merrill Lynch's opinion was necessarily based upon market, economic and
other conditions as they existed and could be evaluated on, and on the
information made available to Merrill Lynch as of the date of its opinion.
Merrill Lynch assumed that in the course of obtaining the necessary regulatory
or other consents or approvals (contractual or otherwise) for the merger, no
restrictions, including any divestiture requirements or amendments or
modifications, to the merger agreement, will be imposed that will have a
material adverse effect on the contemplated benefits of the merger.

   Merrill Lynch's opinion did not address the relative merits, financial or
otherwise, of the merger as compared to any alternative transaction or business
strategy that may be available to Tritel.

 Financial Analysis of Merrill Lynch

   The following is a brief summary of the material valuation, financial and
comparative analyses presented by Merrill Lynch to the Tritel Board in
connection with the rendering of Merrill Lynch's opinion. This summary does not
purport to be a complete description of the analyses underlying the Merrill
Lynch opinion and is qualified in its entirety by reference to the full text of
the opinion which is incorporated herein by reference.

   In performing its analyses, Merrill Lynch made numerous assumptions with
respect to industry performance, general business, economic, market and
financial conditions and other matters, many of which are beyond the control of
Merrill Lynch, Tritel and TeleCorp. Any estimates contained in the analyses
performed by Merrill Lynch are not necessarily indicative of actual values or
future results, which may be significantly more or less favorable than
suggested by such analyses. In addition, estimates of the value of businesses
or securities do not purport to be appraisals or to reflect the prices at which
such businesses or securities might actually be sold. Accordingly, such
analyses and estimates are inherently subject to substantial uncertainty. In
addition, as described above, Merrill Lynch's opinion was among several factors
taken into consideration by the Tritel board of directors in making its
determination to approve the merger agreement and the merger.

 Historical Stock Price Performance and Premium Analysis

   Merrill Lynch reviewed the daily closing per share prices of Tritel class A
voting common stock since the initial public offering of Tritel on December 13,
1999 and calculated the thirty-day average and all trading days average closing
share prices for the period ended February 25, 2000. The average closing per
share prices of Tritel class A voting common stock for such periods were $24.83
and $26.46, respectively. In addition, Merrill Lynch calculated the premiums
implied by the exchange ratio based on the closing price of $49.50 per share of
TeleCorp class A voting common stock compared to the one-day, thirty-day and
all trading days average closing share prices of Tritel class A voting common
stock for the period ended February 25, 2000. The calculated premiums for such
periods were 53.6%, 51.5% and 42.2%, respectively. The premiums implied by the
exchange ratio based on the 10-day average closing price of $42.98 per share of
TeleCorp class A voting common stock for such periods were 33.3%, 31.6% and
23.4%.

 Historical Exchange Ratio Analysis

   Merrill Lynch analyzed the ratio of the daily closing share prices of Tritel
class A voting common stock to the corresponding share prices of TeleCorp class
A voting common stock for all trading days since the initial public offering of
Tritel on December 13, 1999 through February 25, 2000. This analysis indicated
minimum and maximum implied exchange ratios of 0.495x and 0.884x, and a mean of
0.682x, for such period.

 Analysis of Selected Publicly Traded Companies

   Merrill Lynch compared certain financial, operating and stock market data of
Tritel and TeleCorp without and with the additional markets covered by the
TeleCorp licenses acquired from AT&T Wireless and the additional wireless
licenses in the Midwest covered by the AT&T brand license, which may be
acquired by

                                       55
<PAGE>

TeleCorp in the future, net of the markets transferred to AT&T, referred to as
"expansion markets," to corresponding data of the following selected publicly
traded wireless PCS comparable carriers: VoiceStream Wireless Corp. (pro forma
for its acquisitions of Omnipoint Corp. and Aerial Communications, Inc.),
PowerTel, Inc., Sprint PCS Group, Nextel Communications and Triton. Merrill
Lynch calculated firm values as a multiple of estimated POPs, 1999, 2000 and
2001 subscribers and revenues for each of the PCS comparable carriers.
Estimated financial and operating data for the PCS comparable carriers was
based on equity research estimates of selected Wall Street firms and Merrill
Lynch. Estimated financial and operating data for Tritel was provided by Tritel
management and estimated financial and operating data for TeleCorp was provided
by equity research of a major Wall Street firm and TeleCorp management. All
multiples were based on closing stock prices as of February 25, 2000. Applying
a range of POP multiples of PCS comparable carriers to corresponding financial
and operating data of Tritel and TeleCorp without and with expansion markets,
Merrill Lynch derived the minimum and maximum exchange ratio ranges of 0.545x-
1.301x and 0.458x-1.068x, respectively.

 Discounted Cash Flow Analysis

   Merrill Lynch estimated the present value of the future streams of annual
after-tax free cash flows that Tritel and TeleCorp, without and with expansion
markets, could produce on a stand-alone basis for the period from 2000 through
2007. The analysis was based on estimates for Tritel, provided by the
management of Tritel, and estimates for TeleCorp, provided by equity research
generated by a major Wall Street firm and TeleCorp management. Ranges of
terminal values were estimated using multiples of 2007 projected earnings
before interest, taxes, depreciation and amortization of 12.0x to 14.0x. The
free cash flow streams and estimated terminal values were then discounted to
present value using discount rates ranging from 10.0% to 12.0%. Based on the
Discounted Cash Flow Analysis on Tritel and TeleCorp without and with expansion
markets, Merrill Lynch derived the minimum and maximum exchange ratio ranges of
0.423x-0.806x and 0.331x-0.620x, respectively.

 Relative Contribution Analysis

   Using estimated financial data for Tritel and TeleCorp, Merrill Lynch
analyzed the relative contributions, or "asset mix," of Tritel and TeleCorp to
the combined company based on estimated licensed POPs, covered POPs,
subscribers, revenues and gross property, plant and equipment. The analysis was
based on estimates for Tritel, provided by the management of Tritel, and
estimates for TeleCorp, provided by equity research generated by a major Wall
Street firm and TeleCorp management. The Relative Contribution Analysis was
further adjusted for leverage ratios using relative net debt of each company to
generate an "Equity Mix" and to calculate an implied exchange ratio based on
the estimated licensed POPs, covered POPs, subscribers, revenues and gross
property, plant and equipment. The results of the analysis without and with
TeleCorp expansion markets are shown in Table 1 and Table 2, respectively.

                                    Table 1

<TABLE>
<CAPTION>
                                           Asset Mix      Equity Mix
                                        --------------- --------------- Exchange
                                        Tritel TeleCorp Tritel TeleCorp  Ratio
                                        ------ -------- ------ -------- --------
<S>                                     <C>    <C>      <C>    <C>      <C>
POPs
 Licensed.............................. 45.8%   54.2%   48.9%   51.1%    0.786x
 Covered............................... 38.8%   61.2%   41.7%   58.3%    0.588x
Subscribers
 2000E................................. 36.1%   63.9%   38.9%   61.1%    0.524x
 2001E................................. 41.2%   58.8%   44.2%   55.8%    0.651x
Revenues
 2000E................................. 30.3%   69.7%   32.9%   67.1%    0.404x
 2001E................................. 39.9%   60.1%   42.8%   57.2%    0.617x
Gross PP&E
 1999.................................. 41.3%   58.7%   44.3%   55.7%    0.655x
 2000E................................. 46.7%   53.3%   49.7%   50.3%    0.813x
</TABLE>


                                       56
<PAGE>

                                    Table 2

<TABLE>
<CAPTION>
                                           Asset Mix      Equity Mix
                                        --------------- --------------- Exchange
                                        Tritel TeleCorp Tritel TeleCorp  Ratio
                                        ------ -------- ------ -------- --------
<S>                                     <C>    <C>      <C>    <C>      <C>
POPs
  Licensed............................. 40.5%   59.5%   43.0%   57.0%    0.677x
  Covered.............................. 34.3%   65.7%   36.7%   63.3%    0.521x
Subscribers
  2000E................................ 37.6%   62.4%   40.0%   60.0%    0.600x
  2001E................................ 39.2%   60.8%   41.7%   58.3%    0.641x
Revenues
  2000E................................ 31.9%   68.1%   34.2%   65.8%    0.467x
  2001E................................ 38.1%   61.9%   40.6%   59.4%    0.613x
Gross PP&E
  2000E................................ 43.4%   56.6%   46.0%   54.0%    0.764x
</TABLE>

   Merrill Lynch noted that this analysis demonstrated that the exchange ratio
of 0.76x was within the range of implied exchange ratios based on the Relative
Contribution Analysis assuming TeleCorp without and with expansion markets of
0.404x to 0.813x and 0.467x to 0.764x, respectively.

 Historical Mergers and Acquisitions Premium Analysis

   Merrill Lynch analyzed historical premiums paid in selected
telecommunications mergers and acquisitions based on offer price compared to
closing common stock prices for one-month prior, one-week prior and one-day
prior periods. An implied exchange ratio range for Tritel of 0.625x and 0.834x
was derived from the median premium paid of 46.2% and 28.6% during a one-month
prior and one-day prior period, respectively.

 Relative Exchange Ratio Analysis

   For purposes of deriving an implied exchange ratio reference range, Merrill
Lynch performed several financial analyses, as described above, on Tritel and
TeleCorp without and with expansion markets, against which the exchange ratio
of 0.76x could be compared. The results of the Relative Exchange Ratio Analysis
are presented in Table 3.

                                    Table 3

<TABLE>
<CAPTION>
                                          Implied Exchange   Implied Exchange
                                           Ratio (without      Ratio (with
                                              TeleCorp           TeleCorp
                                         expansion markets) expansion markets)
                                         ------------------ ------------------
<S>                                      <C>                <C>
Historical Trading Range................  0.495x - 0.884x    0.495x - 0.884x
Public Comparables Analysis.............  0.545x - 1.301x    0.458x - 1.068x
Discounted Cash Flow Analysis...........  0.423x - 0.806x    0.331x - 0.620x
Contribution Analysis--POPs.............  0.588x - 0.786x    0.521x - 0.677x
Contribution Analysis--Subs and Gross
 Plant..................................  0.524x - 0.813x    0.600x - 0.764x
Premium Paid Analysis...................  0.625x - 0.834x    0.625x - 0.834x
</TABLE>

   Merrill Lynch noted that the exchange ratio of 0.760x falls within or above
the implied exchange ratio ranges set forth above.

 Pro Forma Merger Consequences Analysis

   Merrill Lynch also analyzed the potential pro forma effect of the merger on
the combined company's free cash flow. The analysis was based on Tritel
estimates, provided by the management of Tritel, and TeleCorp estimates based
on equity research generated by a major Wall Street firm and TeleCorp
management. This

                                       57
<PAGE>

analysis indicated that the merger would be accretive to Tritel's free cash
flow. No synergies were assumed in the analysis. The actual operating or
financial results achieved by the pro forma combined company may vary from
projected results. Variations may be material as a result of business and
operational risks, the timing and amount of synergies, and the costs associated
with achieving such synergies and other factors.

   Merrill Lynch analyzed the impact of per POP trading values for the combined
company on the combined company stock price and the corresponding impact on
Tritel stock price. This analysis is presented in Table 4 and Table 5 for
TeleCorp without and with the expansion markets, respectively.

                                    Table 4

<TABLE>
<S>                                       <C>     <C>    <C>    <C>     <C>
POP Multiple............................  $350    $300   $250   $200    $150
Pro Forma Holding Company Equity Value..  $9,883  $8,356 $6,828 $5,301  $3,773
Implied Pro Forma Holding Company Equity
 Value/Share............................  $49.04  $41.46 $33.88 $26.30  $18.72
Implied Tritel Per Share Value..........  $37.27  $31.51 $25.75 $19.99  $14.23
Premium/(Discount) to Current Price.....  52.1%   28.6%  5.1%   (18.4%) (41.9%)

                                    Table 5

POP Multiple............................  $350    $300   $250   $200    $150
Pro Forma Holding Company Equity Value..  $11,341 $9,612 $7,883 $6,154  $4,424
Implied Pro Forma Holding Company Equity
 Value / Share..........................  $53.73  $45.54 $37.34 $29.15  $20.96
Implied Tritel Per Share Value..........  $40.83  $34.61 $28.38 $22.16  $15.93
Premium/(Discount) to Current Tritel
 Price..................................  66.7%   41.3%  15.8%  (9.6%)  (35.0%)
</TABLE>

   The weighted average per POP multiple for Tritel and TeleCorp was $298 as of
February 25, 2000 and $271 based on the ten-day average of TeleCorp share price
for the period ended February 25, 2000. Merrill Lynch noted that if the pro
forma company traded at these per POP multiples, the transaction would be
accretive to Tritel stockholders.

 Relevance of Various Analyses

   The preparation of a fairness opinion is a complex process and involves
various judgments and determinations as to the most appropriate and relevant
assumptions and financial analyses and the application of these methods to the
particular circumstances involved. Such an opinion is therefore not readily
susceptible to partial analysis or summary description, and taking portions of
the analyses set out above, without considering the analysis as a whole, would,
in the view of Merrill Lynch, create an incomplete and misleading picture of
the processes underlying the analyses considered in rendering Merrill Lynch's
opinion. Merrill Lynch did not form an opinion as to whether any individual
analysis or factor (positive or negative), considered in isolation, supported
or failed to support its opinion. In arriving at its opinion, Merrill Lynch
considered the results of its analysis and did not attribute particular weight
to any one analysis or factor considered by such firm. The analyses performed
by Merrill Lynch, particularly those based on estimates and projections, are
not necessarily indicative of actual values or actual future results, which may
be significantly more or less favorable than suggested by such analyses. Such
analyses were prepared solely as part of Merrill Lynch's analysis of the
fairness, from a financial point of view, of the exchange ratio to holders of
Tritel class A voting common stock other than AT&T Wireless and its affiliates.

Fee Arrangements with Merrill Lynch

   Pursuant to the terms of a letter dated February 25, 2000, Tritel has
engaged Merrill Lynch to act as its financial advisor in connection with the
proposed merger transaction. Tritel has agreed to pay Merrill Lynch
approximately $5 million in connection with the delivery of Merrill Lynch's
opinion, $1 million of which has

                                       58
<PAGE>

been paid, $2 million of which is payable upon the mailing of this proxy
statement to the stockholders of Tritel and $2 million of which is payable upon
the consummation of the proposed merger. In addition, Tritel has agreed to
reimburse Merrill Lynch for all reasonable out-of-pocket expenses incurred by
them in connection with the merger, including reasonable fees and disbursements
of their legal counsel. Tritel has also agreed to indemnify Merrill Lynch
against certain liabilities in connection with its engagement, including
certain liabilities under the federal securities laws.

   Merrill Lynch participated in the underwriting syndicate of the initial
public offering of Tritel in December 1999 and the initial public offering of
TeleCorp in November 1999. In addition, Merrill Lynch has rendered financing
and financial advisory services to AT&T in the past and is currently providing
financial advisory services in connection with the tracking stock issue for its
wireless unit.

Interests of TeleCorp Directors and Executive Officers in the Merger

   In considering the recommendation of the board of directors of TeleCorp to
vote for the proposal to adopt the merger agreement, stockholders of TeleCorp
should be aware that members of the TeleCorp board of directors and members of
TeleCorp's management team have agreements or arrangements that provide them
with interests in the merger that differ from those of other TeleCorp
stockholders. The TeleCorp board of directors was aware of these agreements and
arrangements during its deliberations of the merits of the merger and in
determining to recommend to the stockholders of TeleCorp that they vote for the
proposal to adopt the merger agreement.

   TeleCorp Governance and Corporate Structure and Management
Positions. Pursuant to the terms of the merger agreement, upon completion of
the merger:

  .  the board of directors of Holding Company will be initially comprised of
     14 individuals;

  .  current TeleCorp executive officers, including Gerald T. Vento and
     Thomas H. Sullivan, will become members of the Holding Company board of
     directors; and

  .  current members of the TeleCorp board of directors, including Scott
     Anderson, Rohit M. Desai, Michael R. Hannon, James M. Hoak, William W.
     Hague, Michael Schwartz, Thomas H. Sullivan and Gerald T. Vento, will
     become members of the Holding Company board of directors.

   The merger agreement also provides that, upon completion of the merger:

  .  Gerald T. Vento, Chief Executive Officer and Chairman of the Board of
     TeleCorp, will serve as Chief Executive Officer of Holding Company; and

  .  Thomas H. Sullivan, Executive Vice President, Chief Financial Officer
     and Director of TeleCorp, will serve as Executive Vice-President and
     Chief Financial Officer of Holding Company.

   In addition, Thomas H. Sullivan and Gerald T. Vento together own all of the
TeleCorp voting preference common stock, which represents 50.10% of the voting
power of all the outstanding voting stock of TeleCorp. Messrs. Sullivan and
Vento have agreed, pursuant to a voting agreement, to vote all of their voting
shares of TeleCorp together to approve the merger. After the mergers, Messrs.
Sullivan and Vento will own virtually all of the Holding Company voting
preference common stock, which will represent 50.10% of the voting power of all
of the outstanding voting stock of Holding Company. By reason of their
ownership of Holding Company voting preference common stock, Messrs. Sullivan
and Vento will control the vote of a majority of the Holding Company voting
power.

   In connection with the merger and separate exchange transaction, AT&T
Wireless Services and AT&T Wireless will be participating in an exchange of
assets with TeleCorp. Certain assets being exchanged by AT&T Wireless Services
are being acquired from a company owned by Messrs. Sullivan, Vento and
Anderson, who will become directors of Holding Company.

                                       59
<PAGE>


   In connection with the merger, AT&T Wireless Services will be receiving
Holding Company class A voting common stock. At the time the merger and
agreement were executed, two of the directors of TeleCorp were officers of AT&T
Wireless Services, and currently one director of TeleCorp still provides
services to AT&T Wireless on a part time basis.

   Additionally, certain of the assets to be received by TeleCorp from AT&T
Wireless Services in the exchange will be owned by a subsidiary of TeleCorp,
the value of which impacts the liquidation preference and dividends of the
class C common and class D common stock of Holding Company. These classes of
Holding Company stock are owned by the directors of TeleCorp or certain of
their affiliates.

   TeleCorp Employee Stock Options and Restricted Shares. Pursuant to the terms
of the merger agreement, each TeleCorp employee stock option outstanding
immediately prior to the completion of the merger will be converted, upon
completion of the merger, into an option to acquire, on the same terms and
conditions, the same number of shares of Holding Company class A voting common
stock at the same exercise price. Similarly, each restricted share of TeleCorp
class A voting common stock outstanding immediately prior to the merger will be
converted, upon completion of the merger, into the same number of restricted
shares of Holding Company class A voting common stock. The vesting of the
employee options will not be accelerated by the merger.

   TeleCorp Indemnification and Insurance. The merger agreement provides that,
upon the effective time of the merger, Holding Company will indemnify and hold
harmless all past and present directors, officers and employees of TeleCorp and
its subsidiaries, in their capacities as directors or officers of TeleCorp, for
a period of six years after the effective time of the merger:

  .  to the same extent they were indemnified prior to the effective time,
     pursuant to TeleCorp's fifth amended and restated certificate of
     incorporation, second amended and restated by-laws and indemnification
     agreements with any directors and officers of TeleCorp and its
     subsidiaries; and

  .  to the fullest extent permitted by law,

in each case for acts or omissions occurring prior to the completion of the
merger. For a period of six years after the effective time of the merger,
TeleCorp's certificate of incorporation and by-laws may not be amended in any
manner which would adversely affect the rights of the directors, officers,
employees or agents, unless required by applicable law.

   The merger agreement also provides that, upon the effective time of the
merger, Holding Company will cause to be maintained, for a period of six years
after the effective time of the merger, the current policies of directors' and
officers' liability insurance maintained by TeleCorp, or policies on terms at
least comparable to those in effect on February 28, 2000, although Holding
Company will not be required to expend in any one year an amount in excess of
125% of the annual premiums currently paid by TeleCorp for directors' and
officers' liability insurance.

 The TeleCorp Management Agreement

   Messrs. Vento and Sullivan are the sole stockholders of TeleCorp Management
Corp., Inc. Pursuant to the merger, Messrs. Vento and Sullivan will enter into
a new management agreement with Holding Company which is substantially similar
to their original management agreement with TeleCorp. For a more detailed
description of the original management agreement, see "TeleCorp Executive
Compensation--The Management Agreement."

   Under the original management agreement, TeleCorp Management Corp., Inc.,
under TeleCorp's oversight, review and ultimate control and approval, assisted
TeleCorp with operating and managing TeleCorp's business operations using the
services of Messrs. Vento and Sullivan. Upon the consummation of the merger,
the original management agreement will terminate and the new management
agreement with Holding Company will become effective. After the completion of
the merger, Messrs. Vento and Sullivan will continue to perform their
obligations under the new management agreement, and Mr. Vento will become
Holding Company's Chief Executive Officer and Mr. Sullivan will become Holding
Company's Chief Financial Officer.

                                       60
<PAGE>


   Under the original management agreement, TeleCorp is obligated to repurchase
from Messrs. Vento and Sullivan, and they are required to sell to TeleCorp,
following the termination of the management agreement for any reason, the
amount of TeleCorp class A voting common stock, up to 5,764,596 shares, and
TeleCorp series E preferred stock, up to 18,220 shares, that have not yet
vested. Under the new management agreement, which becomes effective on the
closing of the merger, if either Mr. Sullivan or Mr. Vento are removed without
cause or leave with good reason, then TeleCorp's repurchase rights with respect
to Messrs.  Sullivan's and Vento's unvested stock will terminate and Messrs.
Sullivan's and Vento's unvested stock will become immediately vested.

   In addition, for Federal Communications Commission regulatory reasons,
Messrs. Sullivan and Vento have options to purchase Messrs. Martin's and
Mounger's Tritel class E common stock at the average price of Holding Company's
class A voting common stock, as quoted on the Nasdaq National Market for the 20
days immediately prior to the termination of Messrs. Martin's and Mounger's
employment agreements.

The Julie Dobson Employment Agreement

   The TeleCorp board of directors has agreed to amend the employment agreement
of Julie Dobson, TeleCorp's Chief Operating Officer, to be effective upon the
closing of the merger to provide that if Ms. Dobson is removed without cause or
leaves with good reason, then Ms. Dobson's unvested stock will vest immediately
and will not be subject to repurchase by TeleCorp. For a more detailed
description of Ms. Dobson's employment agreement, see "TeleCorp Executive
Compensation--Employment Agreement."

Interests of Tritel Directors and Executive Officers in the Merger

   In considering the recommendation of the board of directors of Tritel to
vote for the proposal to adopt the merger agreement, stockholders of Tritel
should be aware that members of the Tritel board of directors and members of
Tritel's management team have agreements or arrangements that provide them with
interests in the merger that differ from those of other Tritel stockholders.
The Tritel board of directors was aware of these agreements and arrangements
during its deliberations of the merits of the merger and in determining to
recommend to the stockholders of Tritel that they vote for the proposal to
adopt the merger agreement.

   Tritel Governance Structure and Management Positions. Pursuant to the terms
of the stockholders' agreement, upon completion of the merger:

  .  the board of directors of Holding Company will be initially comprised of
     fourteen individuals;

  .  current Tritel executive officers and members of the Tritel board of
     directors, including Scott Anderson, Alexander P. Coleman, Kevin J.
     Shepherd, David A. Jones, Jr., William M. Mounger, II and E.B. Martin,
     Jr., will become members of the Holding Company board of directors.

   The merger agreement also provides that, upon completion of the merger:

  .  William M. Mounger, II, Chief Executive Officer and Chairman of the
     Board of Tritel, will serve as Chairman of the Board of Directors of
     Holding Company; and

  .  E.B. Martin, Jr., Executive Vice President, Treasurer, Chief Financial
     Officer and Director of Tritel, will serve as Vice Chairman of the Board
     of Directors of Holding Company.

   In connection with the merger, Mr. Martin will receive $10 million for all
of the shares of Tritel voting preference common stock he owns upon
consummation of the merger. Mr. Mounger will receive a put right to sell his
shares of Holding Company voting preference common stock for $10 million.

   Both Mr. Martin and Mr. Mounger could potentially receive contingent
payments for the shares of Tritel voting preference common stock they own
immediately prior to the merger under certain circumstances. In the event that
either Thomas Sullivan or Gerald Vento or both engage in a transaction in which
voting preference

                                       61
<PAGE>

stock representing in excess of 50% of the voting power of Holding Company
capital stock entitled to vote generally in the election of directors is
directly or indirectly sold, transferred, assigned, exchanged or converted, Mr.
Mounger will be entitled to receive from Tritel either (1) if prior to the
exercise of Mr. Mounger's put right, an amount equal to the sum of (A) $10
million and (B) 50% of the sum of (i) the amount by which the consideration
received by Thomas Sullivan in the control transfer transaction exceeds $10
million (consideration received for shares of Holding Company capital stock
other than voting preference stock is not attributed to the control transfer
transaction) and (ii) the amount by which the consideration received by Gerald
Vento in the control transfer transaction exceeds $10 million (consideration
received for shares of Holding Company capital stock other than voting
preference stock is not attributed to the control transfer transaction) or (2)
if after the exercise of Mr. Mounger's put right, an amount equal to 50% of the
sum of the amounts in (i) and (ii) above, as reduced to reflect interest
calculated from the date of the exercise of the put right on $10 million
received by Mr. Mounger. In addition, upon such a control transfer transaction,
Mr. Martin will be entitled to receive an amount equal to 50% of the sum of the
amounts in (i) and (ii) above, as reduced to reflect interest calculated from
the closing date of the merger on $10 million received by Mr. Martin.

   In connection with the exchange transaction, AT&T Wireless will be
participating in a swap of assets of AT&T Wireless with TeleCorp. In connection
with the merger, AT&T Wireless Services will be receiving Holding Company class
A voting common stock. Two of the directors of Tritel are employees of AT&T
Wireless Services.

   Tritel Employee Stock Options. Pursuant to the terms of the merger
agreement, each Tritel employee stock option outstanding immediately prior to
the completion of the merger will be converted, upon completion of the merger,
into an option to acquire, on the same terms and conditions, the same number of
shares of Holding Company class A voting common stock that is equal to the
product of the number of shares of Tritel class A voting common stock that
could have been acquired upon exercise of the option immediately before the
completion of the merger multiplied by 0.76, rounded to the nearest whole
share. The exercise price of these Holding Company class A voting common stock
options will be the exercise price for the Tritel class A voting common stock
option immediately before completion of the merger divided by 0.76. The vesting
of the options granted by Tritel prior to February 28, 2000 will be accelerated
as a result of the merger.

   Tritel Indemnification and Insurance. The merger agreement provides that,
upon the effective time of the merger, Holding Company will indemnify and hold
harmless all past and present directors, officers and employees of Tritel and
its subsidiaries in their capacities as directors and officers of Tritel for a
period of six years after the effective time of the merger:

  .  to the same extent they were indemnified prior to the effective time,
     pursuant to Tritel's restated certificate of incorporation, as amended,
     by-laws and indemnification agreements with any directors and officers
     of Tritel and its subsidiaries; and

  .  to the fullest extent permitted by law,

in each case for acts or omissions occurring prior to the completion of the
merger. For a period of six years after the effective time of the merger,
Tritel's certificate of incorporation and by-laws may not be amended in any
manner that would adversely affect the rights of the directors, officers,
employees or agents, unless required by applicable law.

   The merger agreement also provides that, upon the effective time of the
merger, Holding Company will cause to be maintained, for a period of six years
after the effective time of the merger, the current policies of directors' and
officers' liability insurance maintained by Tritel, or policies on terms at
least comparable to those in effect on February 28, 2000, although Holding
Company will not be required to expend in any one year an amount in excess of
125% of the annual premiums currently paid by Tritel for directors' and
officers' liability insurance.

 The Tritel Employment Agreements

   Subject to completion of the merger, Holding Company will enter into one-
year employment agreements with William M. Mounger, II and E.B. Martin, Jr. By
the terms of the merger agreement, Messrs. Mounger and

                                       62
<PAGE>


Martin will each be record owners of 5,245 shares of Holding Company's class E
common stock. The employment agreements provide that Holding Company will
indemnify Messrs. Mounger and Martin against any claims, losses or causes of
action arising from their performance as members of the board of directors, and
that they will be covered by directors and officers liability insurance
maintained by Holding Company.

   Mr. Mounger's Employment Agreement

   Mr. Mounger's employment agreement provides that, upon completion of the
merger, Mr. Mounger will serve as Chairman of the Board of Directors of Holding
Company. The agreement terminates and replaces the employment agreement entered
into by Mr. Mounger and Tritel on January 7, 1999.

   Upon termination of the employment agreement, the shares of Holding Company
class E common stock then held by Mr. Mounger will be purchased by:

  .  Messrs. Vento and Sullivan or

  .  any other person Holding Company designates to purchase the shares.

   The price of the shares will be the average price of Holding Company's class
A voting common stock, as quoted on the Nasdaq National Market or other
securities exchange for the 20 trading days immediately preceding the
termination of the employment agreement.

   Any restricted shares of Holding Company class A voting common stock or
class E common stock that were subject to vesting and repurchase provisions set
forth in the original employment agreement between Mr. Mounger and Tritel will
become fully vested on the date that the merger becomes effective, provided
that Mr. Mounger remains in continuous employ of Holding Company or any of its
subsidiaries until that date.

   Mr. Martin's Employment Agreement

   Under Mr. Martin's employment agreement, Mr. Martin will serve as Vice
Chairman of the Board of Directors of Holding Company. The agreement terminates
and replaces the employment agreement entered into by Mr. Martin and Tritel on
January 7, 1999.

   Upon termination of the employment agreement, the shares of Holding Company
class E common stock then held by Mr. Martin will be purchased by:

  .  Messrs. Vento and Sullivan or

  .  any other person Holding Company designates to purchase the shares.

   The price of the shares will be the average price of Holding Company's class
A voting common stock, as quoted on the Nasdaq National Market or other
securities exchange for the 20 trading days immediately preceding the
termination of the employment agreement.

   Any restricted shares of Holding Company class A voting common stock or
class E common stock that were subject to vesting and repurchase provisions set
forth in the original employment agreement between Mr. Martin and Tritel will
become fully vested on the date that the merger becomes effective, provided
that Mr. Martin remains in continuous employ of Holding Company or any of its
subsidiaries until that date.

 Mr. Arnett's Employment Agreement

   In addition to Messrs. Mounger's and Martin's employment agreements, the
merger agreement permits amendments to the employment agreement between Tritel
and William Arnett, President and Chief Operating Officer of Tritel. In
accordance with the merger agreement, Tritel has modified Mr. Arnett's
employment agreement to fully vest all restricted stock awards at the effective
time of the merger and to make other related changes, including amendment of
the provisions relating to the payment of the exercise price.

                                       63
<PAGE>

Completion and Effectiveness of the Merger

   The merger will be completed when all of the conditions to completion of the
merger are satisfied or waived, including the adoption of the merger agreement
by the stockholders of TeleCorp and Tritel. The merger will become effective
upon the filing of certificates of merger with the Secretary of State of the
State of Delaware.

   We are working toward completing the merger and expect to complete the
merger during the fourth quarter of 2000.

Structure of the Merger and Conversion of TeleCorp and Tritel Stock

   Structure. To accomplish the combination of TeleCorp's and Tritel's
businesses, TeleCorp formed a new company, Holding Company, with two
subsidiaries, TTHC First Merger Sub, Inc. and TTHC Second Merger Sub, Inc. At
the time the merger is completed:

  .  First Merger Sub will be merged into TeleCorp, TeleCorp will be the
     surviving corporation and TeleCorp will change its name to TeleCorp
     Wireless, Inc.;

  .  Second Merger Sub will be merged into Tritel, and Tritel will be the
     surviving corporation;

  .  TeleCorp and Tritel stockholders will become stockholders of Holding
     Company through the conversion of their respective capital stock for
     Holding Company capital stock; and

  .  Holding Company will change its name to TeleCorp PCS, Inc.

   As a result, TeleCorp and Tritel will each become a wholly owned subsidiary
of Holding Company.

   Conversion of TeleCorp and Tritel Stock. When the merger is completed:

  .  TeleCorp class A voting common stockholders will receive one share of
     Holding Company class A voting common stock for each share they own;

  .  TeleCorp class B non-voting common stockholders will receive one share
     of Holding Company class A voting common stock for each share they own;

  .  TeleCorp class C common stockholders will receive one share of Holding
     Company class C common stock for each share they own;

  .  TeleCorp class D common stockholders will receive one share of Holding
     Company class D common stock for each share they own;

  .  TeleCorp voting preference common stockholders will receive one share of
     Holding Company voting preference common stock for each share they own;

  .  TeleCorp series A preferred stockholders will receive one share of
     Holding Company series A convertible preferred stock for each share they
     own;

  .  TeleCorp series C preferred stockholders will receive one share of
     Holding Company series C preferred stock for each share they own;

  .  TeleCorp series D preferred stockholders will receive one share of
     Holding Company series D preferred stock for each share they own;

  .  TeleCorp series E preferred stockholders will receive one share of
     Holding Company series E preferred stock for each share they own;

  .  TeleCorp series F Preferred stockholders will receive one share of
     Holding Company series F preferred stock for each share they own;

                                       64
<PAGE>

  .  Tritel class A voting common stockholders will receive 0.76 shares of
     Holding Company class A voting common stock for each share they own and
     cash in lieu of any fractional share;

  .  Tritel class B non-voting common stockholders will receive 0.76 shares
     of Holding Company class A voting common stock for each share they own
     and cash in lieu of any fractional share;

  .  Tritel class C common stockholders will receive 0.0076 shares of Holding
     Company class E common stock and 0.7524 shares of Holding Company class
     A voting common stock for each share they own and cash in lieu of any
     fractional share;

  .  Tritel class D common stockholders will receive 0.0076 shares of Holding
     Company class F common stock and 0.7524 shares of Holding Company class
     A voting common stock for each share they own and cash in lieu of any
     fractional share;

  .  E.B. Martin, Jr. will receive an aggregate amount of $10 million for all
     of the Tritel voting preference shares he owns;

  .  William M. Mounger, II, as a Tritel voting preference common
     stockholder, will receive three shares of Holding Company voting
     preference common stock for all of the shares he owns. In connection
     with the merger, Mr. Mounger will receive a put right to sell his shares
     of Holding Company voting preference common stock for $10 million;

  .  Tritel series A preferred stockholders will receive one share of Holding
     Company series B convertible preferred stock for each share they own;
     and

  .  Tritel series D preferred stockholders will receive one share of Holding
     Company series G preferred stock for each share they own.

   Holding Company will proportionately adjust the number of shares of Holding
Company stock issuable in the merger for any stock split, stock dividend or
similar event with respect to the TeleCorp capital stock or Tritel capital
stock effected between the date of the merger agreement and the date of
completion of the merger.

Exchange of Stock Certificates for Holding Company Stock Certificates

   When the merger is completed, the exchange agent will mail to you a letter
of transmittal and instructions for use in surrendering your TeleCorp or Tritel
stock certificates in exchange for Holding Company stock certificates. When you
deliver your stock certificates to the exchange agent along with a properly
executed letter of transmittal and any other required documents, your stock
certificates will be canceled and you will receive Holding Company stock
certificates representing the number of full shares of Holding Company class A
voting common stock to which you are entitled under the merger agreement.
TeleCorp and Tritel stockholders will receive payment in cash, without
interest, in lieu of any fractional shares of Holding Company class A voting
common stock which would have been otherwise issuable to them as a result of
the merger. In addition, TeleCorp and Tritel stockholders may receive fractions
of a share for all classes and series of Holding Company capital stock, other
than class A voting common stock, issued to them as a result of the merger

   You should not submit your TeleCorp or Tritel stock certificates for
exchange until you receive the transmittal instructions and a form of letter of
transmittal from the exchange agent.

   You are not entitled to receive any dividends or other distributions on
Holding Company common stock until the merger is completed and you have
surrendered your TeleCorp or Tritel stock certificates in exchange for Holding
Company stock certificates.

   If there is any dividend or other distribution on Holding Company stock with
a record date after the date on which the merger is completed, you will receive
the dividend or distribution with respect to the shares of Holding Company
capital stock issued to you promptly after you surrender your TeleCorp or
Tritel stock certificates in exchange for Holding Company stock certificates.

                                       65
<PAGE>

   Holding Company will only issue a Holding Company stock certificate or a
check in lieu of a fractional share in a name other than the name in which a
surrendered TeleCorp or Tritel stock certificate is registered if you present
the exchange agent with all documents required to show and effect the
unrecorded transfer of ownership and show that you paid any applicable stock
transfer taxes.

Treatment of TeleCorp and Tritel Stock Options and Restricted Stock

   TeleCorp and Tritel made available to their employees and officers a total
of four stock plans. The four plans are: (1) the TeleCorp 1998 Restricted Stock
Plan, (2) the TeleCorp 1999 Stock Option Plan, (3) the Tritel Non-Employee
Directors Stock Option Plan and (4) the Tritel 1999 Stock Option Plan. Upon
completion of the merger, Holding Company will assume all liabilities and
obligations under the TeleCorp 1998 Restricted Stock Plan, Tritel Non-Employee
Directors Stock Option Plan and Tritel 1999 Stock Option Plan and the options
issued under the TeleCorp 1999 Stock Option Plan will be automatically
converted into options to purchase Holding Company class A voting common stock.

   TeleCorp. When the merger is completed, each outstanding TeleCorp employee
stock option will be converted into an option to purchase shares of Holding
Company class A voting common stock at an exercise price per share equal to the
exercise price per share of TeleCorp subject to the option before the
conversion. In addition, each outstanding restricted share of TeleCorp class A
voting common stock will be converted into one restricted share of Holding
Company class A voting common stock. Also, under the TeleCorp 1998 Restricted
Stock Plan, on July 17, 2003, Mr. Vento and Mr. Sullivan will be entitled to
receive all unallocated shares issued under the plan that have not vested as of
that date, pro rata in accordance with the stock they have received pursuant to
the management agreement.

   Tritel. When the merger is completed, each outstanding Tritel stock option
will be converted into an option to purchase the number of shares of Tritel
class A voting common stock that is equal to the product of 0.76 multiplied by
the number of shares of Tritel class A voting common stock that would have been
obtained before the merger upon the exercise of the option, rounded to the
nearest whole share. The exercise price per share will be divided by 0.76 to
reflect the exchange ratio of Tritel class A voting common stock in the merger.
The vesting of the Tritel options issued prior to February 28, 2000 will be
accelerated upon the consummation of the merger. In addition, each outstanding
restricted share of Tritel class A voting common stock will be converted upon
the consummation of the merger into the number of restricted shares of Holding
Company class A voting common stock that is equal to the product of 0.76
multiplied by the number of shares of Tritel class A voting common stock
subject to the award. In accordance with the merger agreement, Tritel has
amended its restricted stock agreements to modify the provision relating to the
exercise price and, at the effective time of the merger, to fully vest all
recipients on or before December 31, 2002.

   The other terms of each TeleCorp and Tritel option and restricted stock
agreements referred to above will continue to apply.

   Holding Company will file a registration statement covering the issuance of
the shares of Holding Company class A voting common stock subject to each
TeleCorp and Tritel option and restricted shares and will maintain the
effectiveness of that registration statement for as long as any of the options
or restricted shares remain outstanding.

Effect of the Merger on Outstanding TeleCorp and Tritel Credit Facilities

 The TeleCorp Debt

   As of March 31, 2000, TeleCorp has available a $560 million senior credit
facility of which $225 million has been drawn. TeleCorp entered into the senior
credit facility with Chase Manhattan Bank, TD Securities (USA) Inc. and other
lenders on July 17, 1998 and the credit facility will mature between January
2007 and January 2009.

                                       66
<PAGE>

   The senior credit facility permits TeleCorp to enter into a stock-for-stock
merger but prohibits any change of control without the prior consent of the
lenders. A change in control occurs when there is an acquisition of more than
20% of the aggregate voting power of the outstanding TeleCorp capital stock,
which would be an event of default under the credit facility. After the merger,
Tritel stockholders will own 47% of the stock and approximately 23.4% of the
voting power in Holding Company, which will hold 100% of the stock in TeleCorp
resulting in Tritel stockholders indirectly holding 47% of the stock and
approximately 23.4% of the voting power in TeleCorp. Therefore, the merger will
not violate the merger provision but it will violate the change of control
provision and require a waiver of the change of control provision. TeleCorp has
been actively seeking a waiver of the change of control provision from its
lenders.

 The Tritel Debt

   As of March 31, 2000, Tritel has available a $550 million senior secured
credit facility of which $300 million has been drawn. Tritel entered into the
senior credit facility with Toronto Dominion (Texas) Inc., Toronto Dominion
Bank and other lenders on March 31, 1999 and amended the senior credit facility
on April 21, 1999. The Tritel credit facility consists of a $250 million
revolving credit facility which has an 8.5-year maturity term, a $100 million
term loan A, which has an 8.5-year maturity term, and a $200 million term loan
B, which has a 9-year maturity term.

   The Tritel credit agreement prohibits the merger of Tritel with any other
parties, except with or among its subsidiaries. The merger will also constitute
a change of control under the Tritel credit agreement which will result in an
event of default under the credit facility. A change in control occurs (1) upon
any disposition of Tritel capital stock that would result in AT&T Wireless
Services not owning at least 15% of the equity of Tritel, (2) upon the
acquisition of more than 20% of the aggregate voting power of the outstanding
Tritel capital stock or (3) if the majority of the members of the board of
directors of Tritel were not appointed by current Tritel board of directors or
stockholders. Therefore, the merger will violate the merger provision and the
change of control provision and an amendment to the Tritel credit agreement or
a consent of the lenders will be required for the proposed transaction. Tritel
has been actively seeking an amendment to the Tritel credit agreement or
consent from its lenders concerning the change of control and merger
provisions.

Material United States Federal Income Tax Consequences of the Merger

   The following summary discusses the material U.S. federal income tax
consequences of the merger to U.S. Holders of TeleCorp and Tritel stock.

   For purposes of this discussion, a U.S. Holder means:

  .  a citizen or resident of the United States;

  .  a corporation or other entity taxable as a corporation created or
     organized under the laws of the United States or any of its political
     subdivisions;

  .  a trust, if a U.S. court is able to exercise primary supervision over
     the administration of the trust and one or more U.S. fiduciaries have
     the authority to control all substantial decisions of the trust; or

  .  an estate that is subject to U.S. federal income tax on its income
     regardless of its source.

   This discussion is based upon the Internal Revenue Code of 1986, as amended,
Treasury regulations, administrative rulings and judicial decisions currently
in effect, all of which are subject to change, possibly with retroactive
effect. The discussion assumes that TeleCorp stockholders hold their TeleCorp
capital stock and will hold their Holding Company capital stock, and that
Tritel stockholders hold their Tritel capital stock and will hold their Holding
Company capital stock, as a capital asset within the meaning of Section 1221 of
the Internal Revenue Code. Further, the discussion does not address all aspects
of U.S. federal income taxation that may be relevant to a particular
stockholder in light of his, her or its personal investment circumstances or to
stockholders subject to special treatment under the U.S. federal income tax
laws, including:

  .  insurance companies;

                                       67
<PAGE>

  .  tax-exempt organizations;

  .  dealers in securities or foreign currency;

  .  banks or trusts;

  .  persons that hold their TeleCorp or Tritel capital stock as part of a
     straddle, a hedge against currency risk or a constructive sale or
     conversion transaction;

  .  persons that have a functional currency other than the U.S. dollar;

  .  investors in pass-through entities;

  .  stockholders who acquired their TeleCorp or Tritel capital stock through
     the exercise of options or otherwise as compensation or through a tax-
     qualified retirement plan; or

  .  holders of options granted under any TeleCorp or Tritel benefit plan.

   Furthermore, this discussion does not consider the potential effects of any
state, local or foreign tax laws.

   None of TeleCorp, Tritel or Holding Company has requested a ruling from the
United States Internal Revenue Service with respect to any of the U.S. federal
income tax consequences of the merger and, as a result, there can be no
assurance that the Internal Revenue Service will not disagree with or
challenge any of the conclusions described below.

   Cadwalader, Wickersham & Taft, counsel to TeleCorp, has delivered its
opinion to TeleCorp and Brown & Wood LLP, counsel to Tritel, has delivered its
opinion to Tritel to the effect that, on the basis of the facts,
representations and assumptions set forth in such opinion, the exchange of
TeleCorp and Tritel capital stock for Holding Company capital stock in the
merger will, taken together, constitute a tax-free transaction within the
meaning of Section 351 of the Internal Revenue Code and each company's stock
exchange will separately qualify as a tax-free reorganization within the
meaning of Section 368(a) of the Internal Revenue Code. Any change in
currently applicable law, which may or may not be retroactive, or the failure
of any factual representations or assumptions to be true, correct and complete
in all material respects, could affect the continuing validity of the
Cadwalader, Wickersham & Taft tax opinion and/or the Brown & Wood tax opinion.

   Based on such tax opinions, the following tax consequences would arise:

  .  no gain or loss will be recognized by Holding Company, TeleCorp, Tritel,
     First Merger Sub or Second Merger Sub in connection with the merger;

  .  no gain or loss will be recognized by (1) U.S. Holders of TeleCorp stock
     on the exchange of their TeleCorp stock for Holding Company stock or (2)
     U.S. Holders of Tritel stock on the exchange of their Tritel stock for
     Holding Company stock (except with respect to cash received by U.S.
     Holders of TeleCorp or Tritel stock in lieu of fractional shares of
     Holding Company stock);

  .  (1) the aggregate adjusted basis of the Holding Company capital stock
     received in the merger by a U.S. Holder of TeleCorp capital stock will
     be equal to the aggregate adjusted basis of the U.S. Holder's TeleCorp
     capital stock exchanged for that Holding Company capital stock (reduced
     by any amount allocable to the fractional share interests in Holding
     Company capital stock for which cash is received) and (2) the aggregate
     adjusted basis of the Holding Company capital stock received in the
     merger by a U.S. Holder of Tritel capital stock will be equal to the
     aggregate adjusted basis of the U.S. Holder's Tritel capital stock
     exchanged for that Holding Company capital stock (reduced by any amount
     allocable to the fractional share interests in Holding Company capital
     stock for which cash is received); and

  .  (1) the holding period of the Holding Company capital stock received in
     the merger by a U.S. Holder of TeleCorp capital stock will include the
     holding period of the U.S. Holder's TeleCorp capital stock exchanged for
     that Holding Company capital stock and (2) the holding period of the
     Holding

                                      68
<PAGE>

     Company capital stock received in the merger by a U.S. Holder of Tritel
     capital stock will include the holding period of the U.S. Holder's
     Tritel capital stock exchanged for that Holding Company capital stock.

   Cash Instead of Fractional Shares. The receipt of cash instead of a
fractional share of Holding Company capital stock by a U.S. Holder of TeleCorp
or Tritel capital stock will result in taxable gain or loss to such U.S.
Holder for U.S. federal income tax purposes based upon the difference between
the amount of cash received by such U.S. Holder and the U.S. Holder's adjusted
tax basis in the fractional share as set forth above. The gain or loss will
constitute capital gain or loss and will constitute long-term capital gain or
loss if the U.S. Holder's holding period is greater than 12 months as of the
date of the merger. For non-corporate U.S. Holders, this long-term capital
gain generally will be taxed at a maximum U.S. federal income tax rate of 20%.
The deductibility of capital losses is subject to limitations.

   Constructive Distributions on Preferred Stock Issued in the Merger. Section
305 of the Internal Revenue Code and the Treasury Regulations thereunder
provide that, under certain circumstances, the excess of the redemption price
of preferred stock over the issue price of such preferred stock will be
taxable as a constructive distribution to the holder (which will be treated as
a dividend to the extent of the issuer's current and accumulated earnings and
profits). Certain classes of the Holding Company preferred stock may be deemed
"preferred stock" for purposes of Section 305 of the Internal Revenue Code.

   If the redemption price of a series of preferred stock exceeds, by more
than a de minimis amount, the issue price of the series of preferred stock
(i.e., the fair market value of such stock) at its date of issue, holders will
be required to accrue such excess (the "redemption premium") as a constructive
dividend distribution (to the extent of the issuer's current and accumulated
earnings and profits) over the term of such stock. In addition, a distribution
by the Holding Company of any additional shares of a series of preferred
stock, in lieu of a cash dividend payment, may give rise to additional
redemption premium. Holders should consult their tax advisors regarding the
application of the above rules to their particular situation.

   Backup Withholding. Certain non-corporate TeleCorp or Tritel stockholders
may be subject to backup withholding at a 31% rate on cash payments received
instead of fractional shares of Holding Company capital stock. Backup
withholding will not apply, however, to a TeleCorp or Tritel stockholder who:

  .  furnishes a correct taxpayer identification number and certifies that
     he, she or it is not subject to backup withholding on the substitute
     Form W-9 or successor form included in the letter of transmittal to be
     delivered to Tritel stockholders following the date of completion of the
     merger;

  .  provides a certification of foreign status on Form W-8 or successor
     form; or

  .  is otherwise exempt from backup withholding.

   Reporting Requirements. A U.S. Holder of TeleCorp or Tritel capital stock
receiving Holding Company capital stock as a result of the merger may be
required to retain records related to such U.S. Holder's TeleCorp and Tritel
capital stock, as the case may be, and file with its federal income tax
return, a statement setting forth facts relating to the merger.

   The summary of material U.S. federal income tax consequences is intended to
provide only a general summary and is not intended to be a complete analysis
or description of all potential federal income tax consequences of the merger.
In addition, the summary does not address tax consequences that may vary with,
or are contingent on, individual circumstances. Moreover, the summary does not
address any non-income tax or any foreign, state or local tax consequences of
the merger. The summary does not address the tax consequences of any
transaction other than the merger. Accordingly, each TeleCorp and Tritel
stockholder is strongly urged to consult with a tax advisor to determine the
particular federal, state, local or foreign income or other tax consequences
of the merger to the holder.

Accounting Treatment of the Merger

   The merger will be accounted for under the purchase method of accounting
for business combinations. See "Unaudited Pro Forma Condensed Combined
Financial Statements."

                                      69
<PAGE>

Regulatory Matters

   We have summarized below the material regulatory requirements affecting the
merger. Although we have not yet received the required approvals we discuss, we
anticipate that we will receive regulatory approvals sufficient to complete the
merger in the fourth quarter of 2000.

   Antitrust Considerations. The merger is subject to the requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, which prevents specified
transactions from being completed until required information and materials are
furnished to the Antitrust Division of the Department of Justice and the
Federal Trade Commission and specified waiting periods are terminated or
expire. All of the participants in the merger have filed the required
information and materials with the Department of Justice and the Federal Trade
Commission. Certain investors in TeleCorp and Tritel have not yet filed the
necessary report forms with the Department of Justice and the Federal Trade
Commission.

   The Antitrust Division of the Department of Justice or the Federal Trade
Commission may challenge the merger on antitrust grounds, either before or
after expiration of the waiting period. Accordingly, at any time before or
after the completion of the merger, either the Antitrust Division of the
Department of Justice or the Federal Trade Commission could take action under
the antitrust laws as it deems necessary or desirable in the public interest,
or other persons could take action under the antitrust laws, including seeking
to enjoin the merger. Additionally, at any time before or after the completion
of the merger, notwithstanding that the applicable waiting period expired or
was terminated, any state could take action under the antitrust laws as it
deems necessary or desirable in the public interest. There can be no assurance
that a challenge to the merger will not be made or that, if a challenge is
made, we will prevail.

   Federal Communications Commission. Pursuant to the Communications Act of
1934 and Federal Communications Commission rules, the transfer of control of
companies holding, or assignment of, licenses issued by the Federal
Communications Commission typically requires prior Federal Communications
Commission approval. TeleCorp and Tritel each directly or indirectly hold
Federal Communications Commission licenses and intend to obtain any necessary
approvals from the Federal Communications Commission in connection with the
mergers. On or about May 4, 2000, TeleCorp and Tritel filed appropriate
applications with the Federal Communications Commission seeking approval for
the transfer of control to Holding Company of the applicable Federal
Communications Commission licenses and authorizations. Additionally, on April
27, 2000 TeleCorp filed an application to implement the transfer of the license
involved in the AT&T Wireless transaction, as well as applications to implement
the license swaps. The applications will be listed on public notice which will
commence a 30-day period in which interested parties may file comments or
petitions to deny.

   Completion of the merger is conditioned, among other factors, upon grants of
the requisite Federal Communications Commission consents becoming final. A
"final" Federal Communications Commission order is one that has not been stayed
and is no longer subject to review by the Federal Communications Commission or
the courts because the statutory period for seeking such review has expired
without any request for review or stay pending. Following the Federal
Communications Commission's grants of consents to the transfers, there may be
post-grant challenges by private parties or actions by the Federal
Communications Commission or the courts that would delay or prevent finality.

   Closing of the merger will result in attribution to Holding Company of
spectrum in excess of the Federal Communications Commission's spectrum
aggregation limits by 5 MHz in one county in Kentucky. Accordingly, Holding
Company has filed for consent to assign the offending partitional and
disaggregated spectrum to an unaffiliated third party.

   We currently anticipate Federal Communications Commission action on all
applications necessary for completion of the merger by the end of the fourth
quarter of 2000.

Restrictions on Sales of Shares by Affiliates of TeleCorp and Tritel

   The shares of Holding Company class A voting common stock to be issued in
connection with the merger or upon conversion of shares of Holding Company
common stock or Holding Company preferred stock issued

                                       70
<PAGE>

in connection with the merger will be registered under the Securities Act of
1933 and will be freely transferable under the Securities Act of 1933, except
for shares of Holding Company class A voting common stock issued to any person
who is deemed to be an "affiliate" of either TeleCorp or Tritel. Persons who
may be deemed to be affiliates include individuals or entities that control,
are controlled by, or are under the common control of either TeleCorp or Tritel
and may include Holding Company's executive officers and directors, as well as
its significant stockholders. Affiliates may not sell their shares of Holding
Company common stock acquired in connection with the merger except pursuant to:

  .  an effective registration statement under the Securities Act of 1933
     covering the resale of those shares;

  .  an exemption under paragraph (d) of Rule 145 under the Securities Act of
     1933; or

  .  any other applicable exemption under the Securities Act of 1933.

   Holding Company's registration statement on Form S-4, of which this joint
proxy statement-prospectus forms a part, does not cover the resale of shares of
Holding Company common stock to be received by an affiliate of TeleCorp and
Tritel in the merger.

Nasdaq National Market Listing of Holding Company Common Stock to be Issued in
the Merger

   TeleCorp and Tritel have agreed to cooperate to cause the shares of Holding
Company class A voting common stock to be issued in connection with the merger
to be approved for listing on the Nasdaq National Market under the symbol
"TLCP", subject to official notice of issuance, before the completion of the
merger.

Appraisal Rights

   TeleCorp. Under Delaware law, TeleCorp class A voting common stockholders
are not entitled to appraisal rights in connection with the merger. Holders of
TeleCorp voting preference common stock are entitled to appraisal rights under
Delaware law. TeleCorp voting preference common stockholders have entered into
a voting agreement with TeleCorp and Tritel through which all of the voting
preference common stockholders have agreed to vote all of their shares of
voting preference common stock in favor of the merger. As a result of the
voting agreement, any TeleCorp voting preference common stockholder who votes
in favor of the merger will not be able to exercise his appraisal rights.

   Tritel. Under Delaware law, Tritel class A voting common stockholders are
not entitled to appraisal rights in connection with the merger. Holders of
Tritel voting preference common stock are entitled to appraisal rights under
Delaware law. Tritel voting preference common stockholders have entered into a
voting agreement with Tritel and TeleCorp, through which all of the voting
preference common stockholders have agreed to vote all of their shares of
voting preference common stock in favor of the merger. As a result of the
voting agreement, any Tritel voting preference common stockholder who votes in
favor of the merger will not be able to exercise his appraisal rights.

Delisting and Deregistration of TeleCorp and Tritel Common Stock after the
Merger

   When the merger is completed, TeleCorp class A voting common stock and
Tritel class A voting common stock will each be delisted from the Nasdaq
National Market and will be deregistered under the Securities Exchange Act of
1934.

The Merger Agreement

   The following summary of the merger agreement is qualified in its entirety
by reference to the complete text of the merger agreement as amended, which is
incorporated by reference and attached as Annex A to this joint proxy
statement-prospectus. We urge you to read the full text of the merger
agreement.

                                       71
<PAGE>

   The merger agreement provides that simultaneously with the closing of the
mergers, AT&T Wireless Services will contribute to Holding Company rights to
acquire additional wireless licenses in exchange for Holding Company class A
voting common stock. For a more detailed description of the AT&T Wireless
Services contribution, see the section entitled "The Merger--Description of
AT&T Wireless Services Contribution" in this joint proxy statement-prospectus.

   Conditions to the Merger. Each of TeleCorp's and Tritel's obligations to
complete the merger of First Merger Sub into TeleCorp and the merger of Second
Merger Sub into Tritel are subject to the satisfaction or waiver of specified
conditions before completion of the mergers, including the following:

  .  the adoption of the merger agreement by the affirmative vote of:

    .  the holders of a majority of the voting power of the outstanding
       shares of TeleCorp class A voting common stock and TeleCorp voting
       preference common stock, voting as a single class, outstanding as of
       the record date, voting at the special meeting; and

    .  the holders of a majority of the voting power of the outstanding
       shares of Tritel class A voting common stock and Tritel voting
       preference common stock, voting as a single class, outstanding as of
       the record date, voting at the special meeting;

  .  the receipt of all consents of, and the completion of filings with, or
     notices to, any state or local government authorities, including state
     securities commissions, necessary for the completion of the merger
     transactions (other than the AT&T Wireless Services contribution),
     except where the failure to obtain such consents or to make such
     filings, individually or in the aggregate, would not reasonably be
     expected to have a material adverse effect, as described below, on
     TeleCorp, Tritel or Holding Company after the mergers;

  .  the receipt of all consents or approvals of any person, other than a
     government authority, required under any agreement or instrument
     necessary for completion of the merger transactions (other than the AT&T
     Wireless Services contribution), except where the failure to obtain such
     consents and approvals individually or in the aggregate, would not have
     a material adverse effect, as described below, on TeleCorp or Tritel;

  .  the declaration of effectiveness of the registration statement on Form
     S-4, of which this joint proxy statement-prospectus forms a part, by the
     Securities and Exchange Commission, and the absence of any stop order or
     threatened or pending proceedings seeking a stop order;

  .  the absence of any law, order or injunction prohibiting completion of
     the mergers or creating a material adverse effect, as described below,
     with respect to TeleCorp or Tritel;

  .  the receipt of written opinions from Cadwalader, Wickersham & Taft and
     Brown & Wood LLP to the effect that for federal income tax purposes,
     each merger will constitute an exchange to which Section 351 of the
     Internal Revenue Code applies and a reorganization within the meaning of
     Section 368(a) of the Internal Revenue Code;

  .  the expiration or termination of the applicable waiting periods under
     the Hart-Scott-Rodino Antitrust Improvements Act of 1976;

  .  the receipt of executed affiliate agreements from TeleCorp and Tritel
     affiliates;

  .  the final approval of the Federal Communications Commission free of
     conditions materially adverse to TeleCorp or Tritel, other than those
     conditions applicable to the PCS or wireless communications services
     industry generally; and

  .  the approval for listing, by the Nasdaq National Market, of the shares
     of Holding Company class A voting common stock to be issued, or to be
     reserved for issuance, in connection with the mergers, subject to
     official notice of issuance.

   "Material Adverse Effect," when used in reference to any entity, means any
event, change, or effect that is materially adverse to the business, assets,
financial condition or results of operations of the entity and its
subsidiaries, taken as a whole.

                                       72
<PAGE>

   However, there will be no material adverse effect to the extent that any
adverse change in, or effect on, the financial condition or revenues relates:

  .  to the general economic conditions in the United States; or

  .  to the wireless communications industry generally.

   TeleCorp's obligations to complete the merger of First Merger Sub into
TeleCorp are subject to the satisfaction or waiver of the following additional
conditions before completion of the merger:

  .  Tritel's representations and warranties, disregarding all qualifications
     and exceptions contained in the merger agreement relating to materiality
     or material adverse effect, must be true and correct as of the date of
     the merger agreement and as of the date of completion of the mergers,
     except for:

    .  any failure of such representations and warranties to be true and
       correct that would not, individually or in the aggregate, have a
       material adverse effect on Tritel;

    .  changes contemplated by the merger agreement; and

    .  representations and warranties that expressly address matters only
       as of a particular date, which must be true and correct as of such
       date;

  .  Tritel must have performed or complied in all material respects with all
     agreements and covenants required to be performed by it under the merger
     agreement; and

  .  the simultaneous completion of the merger of Second Merger Sub into
     Tritel.

   Tritel's obligations to complete the merger of Second Merger Sub into Tritel
are subject to the satisfaction or waiver of the following additional
conditions before completion of the merger:

  .  TeleCorp's representations and warranties, disregarding all
     qualifications and exceptions contained in the merger agreement relating
     to materiality or material adverse effect, must be true and correct as
     of the date of the merger agreement and as of the date of completion of
     the mergers, except for:

    .  any failure of such representations and warranties to be true and
       correct that would not, individually or in the aggregate, have a
       material adverse effect on TeleCorp;

    .  for changes contemplated by the merger agreement; and

    .  representations and warranties that expressly address matters only
       as of a particular date, which must be true and correct as of such
       date;

  .  TeleCorp must have performed or complied in all material respects with
     all agreements and covenants required to be performed by it under the
     merger agreement; and

  .  the simultaneous completion of the merger of First Merger Sub into
     TeleCorp.

   Holding Company's obligations to issue shares of class A voting common stock
to AT&T Wireless Services in connection with the AT&T Wireless Services
contribution are subject to the satisfaction or waiver of the following
additional conditions before completion of the mergers:

  .  AT&T Wireless Services' representations and warranties must be true and
     correct in all material respects as of the date of the merger agreement
     and as of the date of completion of the mergers, except for:

    .  changes contemplated by the merger agreement; and

    .  representations and warranties that expressly address matters only
       as of a particular date, which must be true and correct in all
       material respects as of such date.

  .  AT&T Wireless Services must have performed or complied in all material
     respects with all agreements and covenants required to be performed by
     it under the merger agreement;

                                       73
<PAGE>

  .  the absence of any law, order or injunction making the contribution
     illegal, prohibiting completion of the contribution or creating a
     material adverse effect on AT&T Wireless Services;

  .  the receipt by AT&T Wireless Services of all consents of, and the
     completion of filings by AT&T Wireless Services with, or notices to, any
     federal, state or local government authorities necessary for completion
     of the AT&T Wireless Services contribution, except where the failure to
     obtain such consents or to make such filings, individually or in the
     aggregate, would not reasonably be expected to have a material adverse
     effect on AT&T Wireless Services;

  .  the expiration or termination of the applicable waiting periods under
     the Hart-Scott-Rodino Antitrust Improvements Act of 1976;

  .  the execution of the Airadigm assignment agreement by AT&T Wireless
     Services in connection with the contribution by AT&T Wireless Services;

  .  the execution of the Indus merger agreement and the Indus assignment and
     assumption agreement (as described below under the heading "The Merger
     Agreement--Description of AT&T Wireless Services Contribution") and the
     satisfaction of the conditions required to consummate the contribution
     by AT&T Wireless Services;

  .  the execution of the license extension agreement by AT&T Wireless
     Services in connection with the contribution by AT&T Wireless Services;

  .  the contribution by AT&T Wireless Services of approximately $20 million
     in cash to Holding Company; and

  .  the transactions in connection with the exchange agreement between AT&T
     Wireless, TeleCorp and certain AT&T Wireless affiliates must have been
     completed. For a more detailed description of the separate exchange
     transaction, see "The Merger--Description of Other AT&T Transactions."

   AT&T Wireless Services obligations to complete the contribution and execute
the license extension agreement relating to AT&T Wireless Services are subject
to the satisfaction or waiver of the following additional conditions before
completion of the mergers:

  .  TeleCorp's and Tritel's representations and warranties, disregarding all
     qualifications and exceptions contained in the merger agreement relating
     to materiality or material adverse effect, must be true and correct as
     of the date of the merger agreement and as of the date of completion of
     the mergers, except for:

    .  any failure of such representations and warranties to be true and
       correct that would not, individually or in the aggregate, have a
       material adverse effect on TeleCorp or Tritel;

    .  any changes contemplated by the merger agreement; and

    .  representations and warranties that expressly address matters only
       as of a particular date, which must be true and correct as of such
       date.

  .  TeleCorp and Tritel must have performed or complied in all material
     respects with all agreements and covenants required to be performed by
     it under the merger agreement;

  .  the absence of any law, order or injunction making the contribution
     illegal, prohibiting completion of the contribution or creating a
     material adverse effect on TeleCorp, Tritel or which would reasonably be
     expected to have a material adverse effect on AT&T Wireless Services;

  .  the receipt by TeleCorp, Tritel and Holding Company of all approvals and
     consents of, and the completion of filings by TeleCorp, Tritel and
     Holding Company with, or notices to, any federal, state or local
     government authorities necessary for completion of the contribution,
     except where the failure to obtain such approvals and consents,
     individually or in the aggregate, would not reasonably be expected to
     have a material adverse effect on TeleCorp, Tritel, Holding Company or
     AT&T Wireless Services;

                                       74
<PAGE>

  .  the expiration or termination of the applicable waiting periods under
     the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to the
     completion of the AT&T Wireless Services contribution;

  .  the completion of the merger of First Merger Sub into TeleCorp and the
     merger of Second Merger Sub into Tritel;

  .  the simultaneous issuance of 9,272,740 shares of Holding Company class A
     voting common stock to AT&T Wireless Services; and

  .  the transactions in connection with the separate exchange agreement
     between AT&T Wireless Services, TeleCorp and certain AT&T Wireless
     Services affiliates must have been completed.

   No Other Transactions Involving TeleCorp or Tritel. The merger agreement
contains detailed provisions prohibiting TeleCorp and Tritel from seeking an
alternative transaction. Under these "no solicitation" provisions, each of
TeleCorp and Tritel has agreed that neither it nor any of its subsidiaries,
officers and directors, will, and that each will use reasonable best efforts to
ensure that it and its subsidiaries' employees, agents and representatives, do
not, directly or indirectly:

  .  initiate, solicit or encourage any proposals, including by furnishing
     information, that constitute, or could reasonably be expected to result
     in, an acquisition proposal, as described below;

  .  have any discussion or engage in any negotiations with, or provide any
     non-public information to, any person relating to an acquisition
     proposal; or

  .  agree to, approve or recommend any acquisition proposal.

   By "acquisition proposal," we mean, with respect to any entity, any proposal
or intended proposal regarding:

  .  any transaction or tender or exchange offer for the equity securities of
     that entity that, if completed, would result in any person other than a
     party to the merger agreement beneficially owning securities
     representing 20% or more of the outstanding shares of that entity, or of
     the surviving parent entity in the transaction, or any of its
     significant subsidiaries;

  .  any acquisition or proposed acquisition of that entity by merger or
     business combination; or

  .  any acquisition, directly or indirectly, of control of the assets of
     that entity, including stock of its subsidiaries taken as a whole, by a
     person not a party to the merger agreement for an amount equal to 20% or
     more of the fair market value of all the outstanding shares of that
     entity on the date of the merger agreement.

   The merger agreement does not prevent each of TeleCorp and Tritel, or its
board of directors, from engaging in any discussions with, or providing any
non-public information to, any person or entity in response to an unsolicited
bona fide written acquisition proposal by that person or entity, if and only to
the extent that its board of directors concludes in good faith, after
consulting with its financial advisors, that the acquisition proposal would, if
consummated, result in a transaction more favorable to the TeleCorp or Tritel
stockholders, as applicable.

   However, TeleCorp or Tritel may only take such action if and only to the
extent that:

  .  its board of directors, after consultation with outside counsel,
     determines in good faith that the failure to engage in discussions with,
     or provide non-public information to, the person or entity would be
     inconsistent with its fiduciary duties under applicable law; and

  .  before providing any non-public information to, or engaging in any
     discussions or negotiations with, any person or entity in connection
     with an acquisition proposal by that person or entity, its board of
     directors receives from that person or entity an executed
     confidentiality agreement with terms no less favorable than the
     comparable terms in the confidentiality agreement between TeleCorp and
     Tritel.

                                       75
<PAGE>


   In addition, the merger agreement does not prevent either TeleCorp or
Tritel, or either company's board of directors, from making any disclosure to
its stockholders, if its board of directors, after consultation with outside
counsel, determines in good faith that the failure to disclose would result in
the reasonable likelihood that its board of directors would breach its
fiduciary duties under applicable law.

   In any event, each of TeleCorp and Tritel will immediately terminate any
existing solicitation, initiation, encouragement activity, discussion or
negotiation with any person that was conducted before the merger agreement was
signed.

   In addition, the merger agreement does not prevent TeleCorp or Tritel from
complying with Rule 14d-9 and Rule 14e-2 promulgated under the Securities
Exchange Act of 1934 with regard to an acquisition proposal.

   Each of TeleCorp and Tritel has agreed under the provisions of the merger
agreement that:

  .  it will promptly notify the other party and AT&T Wireless Services,
     orally and in writing, of any proposals or requests for information
     covered by the "no solicitation" provisions of the merger agreement;

  .  it will provide the name of the person and the material terms and
     conditions of any inquiries or proposals;

  .  it will keep the other party and AT&T Wireless Services reasonably
     informed of the status of any proposals or requests for information;

  .  it will immediately cease and terminate any existing solicitation,
     initiation, encouragement activity, discussion or negotiation with any
     person covered by the "no solicitation" provisions of the merger
     agreement; and

  .  it will not release any person not a party to the merger agreement from,
     fail to enforce or waive any provision of any standstill agreement to
     which it is a party which could effect an acquisition proposal.

   Termination. The merger agreement may be terminated at any time, whether
before or after the stockholder approvals have been obtained:

  .  by mutual written consent authorized by the board of directors of
     TeleCorp and Tritel;

  .  by either TeleCorp or Tritel if the mergers are not completed on or
     before December 31, 2000, or if the mergers are not completed solely
     because of outstanding Hart-Scott-Rodino or Federal Communications
     Commission approvals or consents before March 31, 2001, except that this
     right to terminate the merger agreement will not be available to any
     party whose willful failure to fulfill any material obligation under the
     merger agreement has been the cause of, or has resulted in, the failure
     of the mergers to be completed by December 31, 2000 or March 31, 2001,
     as the case may be;

  .  by either TeleCorp or Tritel if the other party breaches or fails to
     perform in any material respect any of its representations, warranties,
     covenants or other agreements contained in the merger agreement in such
     a way as to render the conditions to the completion of the mergers
     contained in the merger agreement incapable of being satisfied on or
     before December 31, 2000;

  .  by either TeleCorp or Tritel if any governmental entity issues an
     injunction, order or decree enjoining or otherwise prohibiting the
     mergers and the contribution, and the injunction, order or decree
     becomes final and nonappealable, except that this right to terminate the
     merger agreement will not be available to any party who fails to use
     reasonable best efforts to remove the injunction, order or decree; or

  .  by either TeleCorp, Tritel or AT&T Wireless Services with respect to the
     contribution only, if the approval and adoption of the merger agreement
     by either party's stockholders is not obtained at a duly held meeting of
     TeleCorp's or Tritel's stockholders.

                                       76
<PAGE>

   The provisions of the merger agreement relating to the contribution by AT&T
Wireless Services may be terminated at any time whether before or after the
stockholder approvals have been obtained:

  .  by mutual written consent authorized by the board of directors of
     Holding Company (or TeleCorp before the mergers are completed) and AT&T
     Wireless Services;

  .  by either Holding Company (or TeleCorp before the mergers are completed)
     or AT&T Wireless Services if the mergers are completed but the
     contribution by AT&T Wireless Services is not completed on or before
     December 31, 2000, except that this right to terminate the merger
     agreement will not be available to any party whose willful failure to
     fulfill any material obligation under the merger agreement has been the
     cause of, or has resulted in, the failure of the mergers to be completed
     by December 31, 2000; or

  .  by either Holding Company (or TeleCorp before the mergers are completed)
     or AT&T Wireless Services if any governmental entity issues an
     injunction, order or decree enjoining or otherwise prohibiting the AT&T
     Wireless Services contribution, and the injunction, order or decree
     becomes final and nonappealable, except that this right to terminate the
     provisions of the merger agreement relating to the AT&T Wireless
     Services contribution will not be available to any party who fails to
     use reasonable best efforts to remove the injunction, order or decree.

   Conduct of Business Pending the Merger. Under the merger agreement, each of
TeleCorp and Tritel has agreed that, during the period before completion of the
mergers, except as expressly contemplated, required or permitted by the merger
agreement, or to the extent that the other party consents in writing, it will
carry on its respective business in the ordinary course in the same manner as
previously conducted, and will use its commercially reasonable efforts to
preserve substantially intact its present business organization, its
relationships with third parties and the services of its employees.

   In addition to these agreements regarding the conduct of business generally,
each of TeleCorp and Tritel has agreed to specific restrictions relating to the
following:

  .  the amendment of its certificate of incorporation or by-laws;

  .  the merger or consolidation with other entities;

  .  the issuance or sale of capital stock, any voting debt or other equity
     interests;

  .  the disposition of assets;

  .  the alteration of share capital, including, among other things, stock
     splits, combinations or reclassifications;

  .  the declaration or payment of dividends;

  .  the repurchase or redemption of capital stock;

  .  compensation of directors, executive officers and key employees;

  .  employment or severance agreements;

  .  the acquisition of assets or other entities;

  .  the incurrence, assumption or guarantee of loans or advances;

  .  the incurrence of capital expenditures;

  .  the incurrence of purchase commitments;

  .  accounting policies and procedures;

  .  the incurrence of debt;

  .  the disposition of intellectual property;

                                       77
<PAGE>

  .  actions that would result in a material violation, default or waiver of
     rights under any material agreements;

  .  actions or failure to take actions that would result in any of the
     representations and warranties becoming untrue in any material respect,
     or any of the conditions to the mergers not being satisfied;

  .  the taking of actions that would prevent or impede the mergers from
     qualifying as an exchange under Section 351 of the Internal Revenue Code
     or the qualification of either merger as a reorganization under Section
     368 of the Internal Revenue Code; or

  .  the entering into or amending of any agreements, commitments or
     arrangements with respect to any conduct of business prohibited during
     the period before completion of the mergers.

   Stockholders' Meetings. Each of TeleCorp and Tritel has agreed to hold its
stockholders' meeting as soon as practicable after the signing of the merger
agreement to obtain the approval of its stockholders. The board of directors of
each of TeleCorp and Tritel has agreed to recommend to its stockholders that
the merger agreement be approved and authorized by its stockholders. In
addition, the board of directors of each of TeleCorp and Tritel has agreed to
submit the merger agreement to its stockholders, whether or not the board of
directors of TeleCorp or Tritel, as applicable, at any time changes, withdraws
or modifies its recommendation.

   Additional Agreements. Each of TeleCorp and Tritel has agreed to cooperate
with each other and to use its reasonable best efforts to take all actions and
do all things necessary, proper and advisable under the merger agreement and
applicable laws to complete the mergers as soon as practicable after February
28, 2000, which is the date of the merger agreement. Accordingly, each has
agreed to use its reasonable best efforts to:

  .  as promptly as practicable, prepare and file all registrations and
     filings and other documents, and to obtain all consents, licenses,
     orders, approvals, permits, authorizations and qualifications from any
     third party or any domestic governmental entity necessary to complete
     the mergers; and

  .  take all reasonable steps to obtain all necessary consents and required
     approvals, including those required under applicable antitrust and
     communications laws.

   TeleCorp's and Tritel's cooperation may also include using their reasonable
best efforts to contest and resist actions challenging the mergers as illegal
and laws or orders making the mergers illegal or prohibiting or materially
impairing or delaying the mergers. Neither TeleCorp nor Tritel will be required
to divest or hold separate any business or take any other action that could be
reasonably expected to impair the ability of Holding Company to own and operate
its businesses or the contributed property, AT&T Wireless Services to own
common stock, or TeleCorp, Tritel or AT&T Wireless Services, as the case may
be, to own and operate its business if the mergers are not completed in
substantially the same manner as previously conducted.

   Each of TeleCorp and Tritel have also agreed to use commercially reasonable
efforts to obtain all opinions, affiliate agreements, necessary state
securities permits and approvals and provide to relevant authorities all
documentation, information and materials to qualify as a tax-free transaction
for federal income tax purposes.

   Each of TeleCorp and Holding Company have also agreed to indemnify and hold
harmless AT&T Wireless Services and its affiliates against any liabilities in
connection with the Airadigm assignment and purchase agreements and the Indus
assignment and merger agreements in connection with the contribution by AT&T
Wireless Services.

   AT&T Wireless Services has also agreed:

  .  to use commercially reasonable efforts to obtain the necessary approvals
     to complete the contribution;

  .  to waive its rights to object to the mergers; and

  .  to cooperate in exercising its rights under the agreements in connection
     with the contribution and completing the mergers.

                                       78
<PAGE>

   The merger agreement also contains covenants relating to the cooperation
between TeleCorp and Tritel in the preparation of this joint proxy statement-
prospectus and additional agreements between them relating to, among other
things, access to information, mutual notice of specified matters, employee
benefits and public announcements.

   Amendment, Extension and Waiver. The merger agreement may be amended by the
parties and provisions of the merger agreement may be waived. All amendments
and waivers to the merger agreement must be in writing signed by each party.

   Expenses. Whether or not the mergers are completed, all expenses and fees
incurred in connection with the merger agreement and the mergers will be paid
by the party incurring the expenses or fees, except that:

  .  all expenses and fees incurred in connection with the filing, printing
     and mailing of this joint proxy statement-prospectus and the
     registration statement of which it is a part will be shared equally by
     Tritel and TeleCorp; and

  .  if the mergers are completed, the surviving corporation of each merger
     will pay any property or transfer taxes imposed in connection with the
     mergers.

   Representations and Warranties. The merger agreement contains customary
representations and warranties of TeleCorp and Tritel relating to, among other
things:

  .  corporate organization and similar corporate matters;

  .  subsidiaries;

  .  capital structure;

  .  authorization and enforceability;

  .  board of directors approval and applicable state takeover laws;

  .  the stockholder vote required to adopt the merger agreement;

  .  absence of conflicts;

  .  Hart-Scott-Rodino and Federal Communications Commission filings and
     consents;

  .  documents filed with the Securities and Exchange Commission and
     financial statements included in those documents;

  .  specified contracts;

  .  compliance with applicable laws;

  .  licenses and authorizations;

  .  absence of specified changes or events;

  .  absence of litigation;

  .  employee benefits;

  .  employment and labor matters;

  .  information supplied in connection with this joint proxy statement-
     prospectus and the registration statement of which it is a part;

  .  business activities;

  .  title and leases;

  .  taxes;

                                       79
<PAGE>

  .  environment;

  .  intellectual property;

  .  anti-takeover statutes;

  .  brokers; and

  .  opinions of financial advisors.

Transition Committee

   A transition committee, comprised of Gerald T. Vento, Thomas H. Sullivan,
E.B. Martin, Jr., William M. Mounger, II, Andrew Hubregsen, Michael R. Hannon
and Scott Anderson has been formed to provide recommendations as to the
advisability of all consents sought with regard to confidentiality issues and
the conduct of business of TeleCorp and Tritel pending the closing of the
merger. Such recommendations will be presented, together with the request for
a consent, to TeleCorp or Tritel, as appropriate. Mr. Hubregsen will not serve
on the Holding Company board of directors after the merger.

Holding Company Charter and By-Laws

   Upon completion of the merger, the restated certificate of incorporation
for Holding Company will become effective in substantially the form set forth
in Annex F to this joint proxy statement-prospectus and the restated by-laws
of Holding Company will become effective in substantially the form set forth
in Annex G to this joint proxy statement-prospectus. For a summary of the
material provisions of the restated certificate of incorporation and restated
by-laws of Holding Company, and the rights of stockholders of Holding Company
under the restated certificate of incorporation and restated by-laws, see
"Description of Holding Company Capital Stock."

Description of AT&T Wireless Services Contribution

   General. In connection with the merger, and as part of an overall plan with
the merger, simultaneously with the closing of the merger, AT&T Wireless
Services will contribute to Holding Company rights, pursuant to separate asset
purchase and merger agreements, to designate a qualified assignee for wireless
licenses in Milwaukee and Madison, Wisconsin and Des Moines and Davenport,
Iowa.

   In connection with the contribution, the merger agreement provides for the
following transactions to occur:

  .  AT&T Wireless Services has agreed to assign to Holding Company its right
     to enter into, and all of its rights, title and interest in, an asset
     purchase agreement with Airadigm. On June 2, 2000 TeleCorp entered into
     the asset purchase agreement to purchase from Airadigm certain of its
     assets, including licenses representing approximately 3.1 million people
     in Wisconsin and Iowa, for approximately $74 million in cash and the
     assumption or payment in full of approximately $74.6 million in debt. If
     Airadigm is unable to transfer the licenses to TeleCorp, TeleCorp has
     agreed instead to purchase certain of Airadigm's assets, other than the
     licenses, for approximately $35 million pursuant to a contingent
     supplement to the asset purchase agreement. Both agreements are subject
     to approval in connection with the bankruptcy proceedings of Airadigm.

  .  AT&T Wireless Services has agreed to assign to Holding Company all of
     its rights, title and interest in a merger agreement with Indus,
     including the assumption of approximately $54 million of Federal
     Communications Commission debt, $48.3 million of other liabilities and a
     $34.7 million cash payment (of which up to $4 million can be satisfied
     in Holding Company class A voting common stock at Indus's option).
     Holding Company intends to acquire from Indus licenses representing a
     population of approximately 1.9 million people in Milwaukee, Wisconsin
     under the merger agreement;

  .  the network membership license agreement between AT&T and Holding
     Company (or TeleCorp before the merger) will be amended to extend the
     initial five-year brand sharing for an additional two years from the
     closing of the merger and extend the rights of TeleCorp to all people
     covered by Holding Company licenses;

                                      80
<PAGE>

  .  AT&T Wireless Services will contribute approximately $20 million in cash
     to Holding Company; and

  .  in consideration for AT&T Wireless Services's contribution of licenses,
     assignment of rights and contribution of cash, AT&T Wireless Services
     will receive 9,272,740 shares of Holding Company class A voting common
     stock.

 Indus Merger

  .  if the Indus merger is completed prior to the closing of the TeleCorp
     and Tritel mergers, TeleCorp or one of its affiliates will assume all of
     the obligations of AT&T Wireless Services or its affiliates under the
     organizational agreement among Indus, AT&T Wireless Services and other
     parties not otherwise related to this transaction;

  .  if the merger agreement is terminated after the Indus merger is
     completed, AT&T Wireless Services has the option to select either of the
     following:

    .  TeleCorp will re-assign and transfer to AT&T Wireless Services all
       of the assets and rights which were acquired by TeleCorp from AT&T
       Wireless Services in connection with the Indus merger closing and
       AT&T Wireless Services will reimburse TeleCorp for certain costs
       incurred by TeleCorp in connection with the Indus merger; or

    .  TeleCorp will pay AT&T Wireless Services in TeleCorp class A voting
       common stock valued at the average of the closing bid prices for the
       TeleCorp class A voting common stock for the ten trading days
       immediately preceding the date of the closing of the Indus merger
       equal to (1) $175 times the number of people within the licensed
       area of Indus, less (2) the purchase price that was paid plus the
       amount of the Indus debt assumed pursuant to the Indus merger
       agreement or the organization agreement.

   If AT&T Wireless Services is unable to provide the assets of Indus to
Holding Company, then it may provide replacement assets consisting of 20 MHz
PCS licenses, chosen at the option of AT&T Wireless Services, for at least an
equivalent number of people in the Kansas City or Indianapolis BTAs (a
geographic area established by the Rand McNally 1992 Commercial Atlas &
Marketing Guide, 123rd Edition, pp. 38-39, as modified by the FCC to form the
initial geographic area of license for the C, D, E and F blocks of broadband
PCS spectrum as defined in Section 24.202 of the Federal Communications
Commission's rules) and their surrounding BTAs or other equivalent BTAs agreed
to by the parties in good faith provided that:

  .  if the number of people in licensed areas included in the replacement
     assets exceeds the number of people covered in Indus's licensed areas,
     Holding Company will issue to AT&T Wireless Services an additional
     amount of Holding Company class A voting common stock, valued as
     described above, equal to $175 times the number of the excess people;
     and

  .  if AT&T Wireless Services chooses not to provide replacement assets,
     TeleCorp (or Holding Company) may elect to terminate the assignment of
     assets and rights and contribution of cash by AT&T Wireless Services in
     exchange for Holding Company class A voting common stock, referred to as
     the "AT&T Wireless Contribution".

   The completion of the contribution requires the completion of the mergers;
however, the failure of the contributions to occur will not prevent the
completion of the mergers.

Description of Other AT&T Transactions

 AT&T Wireless Exchange

   TeleCorp and AT&T Wireless entered into a separate exchange agreement to
exchange certain wireless assets to extend their respective service areas.

   In connection with the exchange, the exchange agreement provides for the
following transactions:

   TeleCorp will sell 20 MHz PCS licenses in the New England territory,
including some suburbs of Boston, Hyannis, and Worcester, Massachusetts, and
Manchester, Nashua and Concord, New Hampshire, representing a

                                       81
<PAGE>

population of 1.9 million people and certain property and equipment to AT&T
Wireless in exchange for the following assets and rights of AT&T Wireless:

  .  ABC has obtained the right to purchase the licenses of Polycell and
     Clinton Communications, Inc., which is a wholly owned subsidiary of
     Polycell, pursuant to the amended and restated acquisition agreement
     between Polycell, Clinton Communications and ABC and has assigned its
     rights to transfer the right to hold two of such licenses and all of its
     other rights under the acquisition agreement to AT&T Wireless. AT&T
     Wireless has agreed to assign to TeleCorp the right to hold the licenses
     and all of its other rights related to such licenses under the
     acquisition agreement. TeleCorp will acquire from Polycell and Clinton
     Communications licenses covering approximately 0.3 million people in
     Iowa;

  .  AT&T Wireless has obtained the right to assign the right to hold certain
     licenses of ABC and to assign all of its other rights and obligations
     under its acquisition agreement with ABC. TeleCorp will acquire from
     AT&T Wireless licenses representing a population of approximately 1.5
     million people in Iowa, including Des Moines, Davenport, Dubuque and
     Iowa City;

  .  AT&T Wireless has agreed to transfer to TeleCorp its 10 MHz licenses in
     Wisconsin held by AT&T Wireless or its affiliates. TeleCorp will acquire
     from AT&T Wireless licenses representing a population of approximately
     1.95 million people in Wisconsin, including Madison, Appleton-Oshkosh
     and Greenbay;

  .  AT&T Wireless has agreed to transfer to TeleCorp its 10 MHz licenses in
     Iowa held by AT&T Wireless or its affiliates. TeleCorp will acquire from
     AT&T Wireless licenses representing approximately 385,400 people in
     Iowa; and

  .  AT&T Wireless will pay TeleCorp $80 million in cash, less the cash
     consideration paid in connection with the Polycell and ABC licenses, for
     certain of the assets associated with TeleCorp's New England territory.
     As of February 29, 2000, ABC has paid out of funds loaned to ABC by AT&T
     Wireless $3,384,350 in cash to Polycell of which $950,650 will be
     reimbursed to ABC by AT&T Wireless upon the closing of the merger. Upon
     the closing of the merger, Polycell will receive up to an additional
     $3,384,350 from AT&T Wireless in either Holding Company class A voting
     common stock or cash or a combination of cash and stock. Upon the
     closing of the merger, AT&T Wireless will pay $6,867,750 in cash to ABC.

   Intermediary

   Each of TeleCorp Holding Corp., Inc., TeleCorp PCS, LLC and AT&T Wireless
has agreed to use all commercially reasonable efforts to structure the exchange
transactions so that the exchange transactions will qualify as a tax-free
exchange of like-kind assets to the maximum extent permitted by Section 1031 of
the Internal Revenue Code, including, as applicable, a deferred like-kind
exchange under Section 1031 of the Internal Revenue Code.

   To facilitate the exchange, an intermediary corporation will hold all of the
assets of TeleCorp, the assets of AT&T Wireless and the cash and stock
consideration, if any, pending the completion of the exchange transactions.
However, title to the assets will pass directly to TeleCorp or its affiliates
and AT&T Wireless at the closing of the exchange transactions pursuant to the
intermediary agreement. The intermediary will complete the exchange
transactions and distribute the assets to the parties as follows:

  .  to TeleCorp Holding Corp., Inc., a subsidiary of TeleCorp, the assets
     acquired from Polycell and ABC;

  .  to TeleCorp PCS, LLC, a subsidiary of TeleCorp, the assets acquired from
     AT&T Wireless;

  .  to certain affiliates of TeleCorp, the cash consideration; and

  .  to AT&T Wireless, the TeleCorp licenses and assets in the New England
     territory.

   The exchange agreement provides that AT&T Wireless may decline to use any of
the TeleCorp licenses in the New England territory on the earlier of (1) 120
days from the date of the exchange agreement or (2) the closing of the exchange
transactions. If AT&T Wireless declines any TeleCorp assets, then TeleCorp will
keep title to the declined assets upon the closing of the exchange
transactions.

                                       82
<PAGE>

   Replacement Assets

   In the event that AT&T Wireless is unable to deliver any of the licenses of
Polycell, Clinton Communications or ABC within 35 days after any of TeleCorp
and its affiliates are treated as transferring any asset of TeleCorp under
certain tax regulations, then, within 45 days after the date of transfer, AT&T
Wireless will deliver to the intermediary one of the following (chosen at AT&T
Wireless's option):

  .  cash in an amount equal to (1) $133 times the number of people covered
     by the licenses of Polycell, Clinton Communications or ABC, as the case
     may be, less (2) the amount of the cash consideration that was required
     to be paid under the acquisition agreements;

  .  class A voting common stock of TeleCorp having a value equal to the cash
     payable as described above, valued based on the average of the closing
     prices of TeleCorp's class A voting common stock for the ten trading
     days immediately preceding the closing date of the exchange
     transactions; or

  .  executed assignments satisfactory to TeleCorp for replacement assets
     consisting of PCS licenses held by AT&T Wireless or its affiliates in
     markets of equivalent size and density to markets covered by the
     licenses of Polycell, Clinton Communications and ABC and reasonably
     acceptable to TeleCorp covering at least an equivalent number of people
     in licensed areas, which shall be exchanged as a like-kind exchange. If
     AT&T Wireless chooses to deliver the replacement assets described in
     this paragraph, then:

    .  TeleCorp will deliver to the intermediary, who will deliver to AT&T
       Wireless, TeleCorp class A voting common stock, valued based on the
       average of the closing prices of TeleCorp's class A voting common
       stock for the ten trading days immediately preceding the closing
       date of the exchange transactions, equal to the amount of the cash
       consideration that was required to be paid under the acquisition
       agreement(s) governing the undistributed licenses;

    .  if the number of people in licensed areas included in the
       replacement assets exceeds the number of people covered by the
       licenses of Polycell, Clinton Communications or ABC, TeleCorp will
       deliver to the intermediary, who will deliver to AT&T Wireless, an
       additional amount of TeleCorp class A voting common stock, valued as
       described above, equal to $133 times the number of the excess
       people; and

    .  the replacement assets will be considered as "replacement assets"
       within the meaning of Section 1031 of the Internal Revenue Code.

   The intermediary will transfer the replacement assets and any cash
consideration to the appropriate TeleCorp affiliate and any cash consideration
to AT&T Wireless at the closing of the exchange transactions.

   Termination

   In the event that TeleCorp PCS, LLC is unable to deliver any of the TeleCorp
licenses or if the exchange agreement terminates prior to delivery of the
TeleCorp licenses, and prior to termination any affiliate of TeleCorp has
acquired any of the Polycell and ABC assets pursuant to the exchange agreement,
then promptly upon termination of the exchange agreement, TeleCorp will, as
directed by AT&T Wireless, either:

  .  sell the licenses of Polycell, Clinton Communications or ABC to an
     entity designated by AT&T Wireless for a purchase price and otherwise on
     the same terms and conditions as TeleCorp's acquisition of the Polycell
     assets or the ABC assets; or

  .  issue to AT&T Wireless TeleCorp class A voting common stock having a
     value equal to (1) $133 times the number of people covered by the
     licenses of Polycell, Clinton Communications or ABC, as the case may be,
     less (2) the amount of the cash consideration that was required to be
     paid pursuant to the Polycell acquisition agreement or the ABC
     acquisition agreement, as the case may be; the TeleCorp class A voting
     common stock is to be valued based on the average of the closing prices
     of the stock for the ten trading days immediately preceding the date of
     closing of the exchange transactions.

                                       83
<PAGE>

   TeleCorp and AT&T Wireless have agreed to enter into a transition agreement
requiring TeleCorp to provide operational and administrative services for AT&T
Wireless with respect to the TeleCorp licenses for a certain period of time.

   The exchange transaction is subject to regulatory approvals, lender consents
and other conditions and is expected to close in the second half of 2000.

 Side Letters With AT&T Wireless Services

   At the same time TeleCorp entered into the merger agreement and the exchange
agreement, TeleCorp entered into the following two side letters with AT&T
Wireless or AT&T Wireless Services, as described below:

   Replacement Assets Side Letter. In connection with the contribution,
TeleCorp and AT&T Wireless Services have agreed that if AT&T Wireless Services
does not have the ability to deliver the assets of Indus or the replacement
assets to Holding Company, then TeleCorp, instead of terminating the
contribution, will have the option to elect to have AT&T Wireless Services's 10
MHz license for the Milwaukee BTA constitute the replacement assets.

   Side Letter to Merger and Exchange Agreements. Pursuant to a side letter,
TeleCorp, AT&T Wireless Services and AT&T Wireless have agreed to the
following:

     Additional Markets. Upon the effective time of the exchange
  transactions, TeleCorp, AT&T Wireless Services and AT&T Wireless have
  agreed to the following:

       Des Moines-Quad Cities MTA. If TeleCorp or an affiliate tries to
    acquire any PCS license in the Des Moines, Iowa territory within two
    years of the closing of the exchange transactions, the area encompassed
    by the additional license, which covers 0.6 million people, will be
    included in the licensed territory under the network membership license
    agreement and will be subject to the roaming agreement, except that
    AT&T Wireless, AT&T Wireless Services and their affiliates will not be
    obligated under the stockholders' agreement to program subscriber
    equipment so that the PCS system operated by TeleCorp in the additional
    Iowa territory is the preferred provider for the subscribers of AT&T
    Wireless, AT&T Wireless Services and their affiliates.

       Airadigm. If any PCS license originally granted to Airadigm or an
    affiliate is auctioned by the Federal Communications Commission, AT&T
    Wireless, AT&T Wireless Services or an affiliate have agreed to enter
    into an agreement with a qualified entity chosen by AT&T Wireless and
    AT&T Wireless Services pursuant to which (1) AT&T Wireless and AT&T
    Wireless Services will fund one-third of the purchase price, up to a
    specified limit, of any auctioned license for which the qualified
    entity is the successful bidder, and TeleCorp has agreed to fund the
    remaining two-thirds, and (2) the qualified entity will, subject to
    applicable Federal Communications Commission requirements, promptly
    disaggregate each auctioned license, so that 10 MHz of each auctioned
    license will be retained by the qualified entity and 20 MHz of each
    auctioned license will be assigned or otherwise transferred to
    TeleCorp. AT&T Wireless and AT&T Wireless Services and TeleCorp have
    agreed to cooperate in obtaining any regulatory approvals required.

   Right of First Refusal. TeleCorp, AT&T Wireless Services and AT&T Wireless
have agreed that AT&T Wireless and AT&T Wireless Services will have a right of
first refusal to purchase the ROFR assets, which refer collectively to: (1) the
assets of AT&T under the exchange agreement; (2) all of the assets to be
transferred under the terms of the Airadigm purchase agreement; and (3) all of
the assets currently held by Indus, under the following circumstances:

     Asset Sale. If TeleCorp agrees to sell, assign, transfer or otherwise
  dispose of any or all of the ROFR assets to any person other than a
  subsidiary of TeleCorp, AT&T Wireless or AT&T Wireless

                                       84
<PAGE>

  Services have the right to purchase the ROFR assets at a price per person
  in a licensed coverage area equal to the price per person in a licensed
  coverage area agreed to be paid by the purchaser, subject to approval by
  the Federal Communications Commissions or other governmental entities; or

     Transfer of Control. If TeleCorp agrees to a consolidation, merger or
  reorganization of TeleCorp with or into any person in which the
  stockholders of TeleCorp will own less than 60% of the voting securities of
  the surviving entity, or any transaction in which over 40% of TeleCorp's
  voting power is transferred, or the sale, transfer or lease of all or
  substantially all of the assets of TeleCorp, then AT&T Wireless and AT&T
  Wireless Services have the right to purchase the ROFR assets at a price per
  person in a licensed coverage area equal to the price per person in a
  licensed coverage area being paid for TeleCorp as a whole in connection
  with the transfer of control.

   If a transfer of control occurs within 18 months after the closing of the
merger agreement and either (1) the markets covered by the ROFR assets do not
have at least negative 95 dB signal strength coverage over 50% of the people in
these markets or (2) the number of active customers TeleCorp has in these
markets is less than one percent of the people within the territory of the ROFR
assets, then the price per person in a licensed coverage area will be reduced,
however, the aggregate purchase price to be paid by AT&T Wireless and AT&T
Wireless Services will be equal to at least $175 per person in a licensed
coverage area plus the amount of any capital contributed and operating expenses
paid by TeleCorp with respect to the ROFR Assets.

   Transfers to Third Parties. If AT&T Wireless and AT&T Wireless Services do
not elect to purchase all of the assets being offered, then TeleCorp may sell
all or any part of the assets being offered to one or more third party
transferees at an aggregate purchase price in an amount that equals or exceeds
the purchase price being offered by the purchaser. If there is a transfer of
control, AT&T Wireless and AT&T Wireless Services do not elect to purchase all
of the ROFR assets owned by TeleCorp, or if AT&T Wireless and AT&T Wireless
Services fail to respond in writing to the control notice in a timely manner,
then TeleCorp will be free to complete the transfer of control in connection
with the required notice without regard to the right of first refusal unless
the price per person in a licensed coverage area being paid for TeleCorp is
reduced by more than 5% from the price per person in a licensed coverage area
contained in the necessary control notice.

   Termination. If any agreement giving rise to a transfer of control is
terminated without a transfer of control taking place, AT&T Wireless and AT&T
Wireless Services shall have no rights to acquire the assets being offered or
the ROFR assets unless a new sale of assets or transfer of control is proposed.

 Amendment of Certain Agreements

   Under the exchange agreement, the network membership license agreement, the
stockholders agreement, the intercarrier roamer services agreement and the
roaming administration agreement will be amended to require:

  .  the expansion of the territories under these agreements to include the
     territories covered by licenses transferred to Holding Company, TeleCorp
     or an affiliate pursuant to the exchange agreement; and

  .  the contraction of the territories under these agreements to exclude the
     territories covered by licenses transferred by Holding Company, TeleCorp
     or an affiliate pursuant to the exchange agreement.

   Upon the completion of the contribution pursuant to the merger agreement,
the network membership license agreement, the stockholders agreement, the
intercarrier roamer services agreement and the roaming administration agreement
will be amended as necessary to expand the territories to which the agreements
apply to include the territories covered by the licenses transferred to Holding
Company, TeleCorp or an affiliate pursuant to the contribution transactions.

                                       85
<PAGE>

   New Areas Minimum Buildout Plan. TeleCorp has agreed that Holding Company
should be obligated to build out new areas covered by leases transferred to
TeleCorp in the exchange or contribution transactions in accordance with a
minimum buildout plan to be agreed upon by Holding Company (or TeleCorp before
the merger), AT&T Wireless and AT&T Wireless Services. The minimum buildout
plan will provide that within five years, specifying the year by year targets,
the new areas will be built out to a level of 80% of the people in the
Milwaukee BTA and 75% elsewhere, plus appropriate coverage of highways and
interstates. Licensed areas are deemed built out if they have coverage of
negative 95 dB signal strength.

Stockholders' Agreements

   TeleCorp and Tritel each have a stockholders' agreement among AT&T Wireless,
their respective management stockholders and their respective initial investors
other than AT&T Wireless. Upon the consummation of the merger, the TeleCorp
stockholders' agreement and the Tritel stockholders' agreement will be
terminated, and the Holding Company stockholders' agreement described below
will go into effect.

 Tritel Stockholders' Agreement

   General. AT&T Wireless, the Tritel management stockholders and the Tritel
initial investors other than AT&T Wireless have entered into a stockholders'
agreement with Tritel

  .  to provide for Tritel's management;

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

  .  to create rights related to Tritel securities, including representation
     on Tritel's board of directors, a right of first offer on Tritel
     securities, a right of inclusion in sales of Tritel securities and
     registration rights.

   Management. The Tritel stockholders' agreement provides that Tritel's board
of directors will consist of thirteen members. For so long as required by the
Federal Communications Commission, the Tritel management stockholders will
nominate four members, each of whom must be one of Tritel's officers and each
of whom will have 1/2 of a vote, AT&T Wireless will nominate two members and
the Tritel initial investors other than AT&T Wireless will nominate three
members. The remaining four directors will be nominated by the Tritel
management stockholders, with one such nomination subject to the consent of the
Tritel initial investors other than AT&T Wireless alone, with the remaining
three subject to the consent of the Tritel initial investors other than AT&T
Wireless and AT&T Wireless. Once permitted by Federal Communications Commission
regulation, the remaining four directors will be nominated by the Tritel
initial investors other than AT&T Wireless, with three of these nominations
subject to the consent of AT&T Wireless and Messrs. Mounger and Martin.

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

  .  a sale or transfer of a material portion of Tritel's assets or any
     Tritel subsidiary;

  .  a merger or consolidation of Tritel or any Tritel subsidiary;

  .  the offering of any Tritel securities or securities of any Tritel
     subsidiary other than as contemplated by the Tritel securities purchase
     agreement;

  .  the hiring or termination of Tritel executive officers;

  .  the incurrence by Tritel of certain indebtedness;


                                       86
<PAGE>

  .  the making by Tritel of certain capital expenditures; and

  .  the initiation of any bankruptcy proceeding, dissolution or liquidation
     of Tritel or any of its subsidiaries.

   Restrictions on Transfer. The Tritel stockholders, including AT&T Wireless,
have agreed not to transfer any share of Tritel series C preferred, Tritel
series D preferred or Tritel common stock until January 7, 2002, except to
affiliates and except that Tritel initial investors other than AT&T Wireless
may transfer up to 400,000 shares of common stock to Tritel management
stockholders. The Tritel management stockholders have agreed not to transfer
any shares of Tritel class A voting common stock until January 7, 2004 except
to Tritel and except that 25% of their class A voting common stock may be
Transferred on or after January 7, 2002.

   Right of First Offer. If a Tritel stockholder, other than AT&T Wireless,
desires to sell shares of Tritel 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 desires to sell shares of
Tritel preferred or common stock, the Tritel initial investors other than AT&T
Wireless will have the same right of first offer. In the event that neither any
Tritel initial investors other than AT&T Wireless nor AT&T Wireless purchases
such Tritel shares pursuant to the above rights, the Tritel shares may be sold
to any person other than a prohibited transferee as defined in the Tritel
stockholders' agreement.

   Right of Inclusion. No Tritel stockholder may transfer shares of any series
or class of Tritel preferred stock, other than Tritel series B preferred, or
Tritel common stock, referred to as "inclusion stock," to persons who are not
affiliates of that stockholder if the transfer would result in that Tritel
stockholder, or Tritel stockholders acting in concert, transferring 25% or more
of the outstanding shares of any class of inclusion stock, referred to as an
"inclusion event," unless the terms and conditions of such transfer include an
offer to AT&T Wireless, the Tritel initial investors other than AT&T Wireless
and the Tritel management stockholders, each referred to as 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 stock, then series D preferred stock shall also be deemed to be
inclusion stock, and series C preferred and series D preferred stock shall be
deemed to be one class of preferred stock.

   Right of First Negotiation. Any Tritel stockholder desiring to transfer any
shares of Tritel common stock or Tritel series C preferred stock (1) pursuant
to an underwritten registration, (2) pursuant to Rule 144 under the Securities
Act of 1933 or (3) in a transaction or series of related transactions resulting
in the transfer of not more than ten percent of all Tritel common stock on a
fully diluted basis, excluding for such purposes the Tritel 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 Tritel
stockholder regarding the purchase of such shares. The Tritel 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
Tritel stockholder has the right to sell the Tritel shares included in the
notice on such terms and conditions as are acceptable to the Tritel stockholder
in its sole discretion during the applicable offer period.

   If shares of Tritel 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 Tritel 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 Tritel common stock are proposed

                                       87
<PAGE>

to be transferred in a transaction or series of related transactions resulting
in the sale of not more than ten percent of all Tritel common stock on a fully
diluted basis, excluding for such purposes the Tritel series A preferred stock,
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 June 13, 2000, any Tritel
"Qualified Holder" and Tritel management stockholders that in the aggregate
beneficially own at least 50.1% of the Tritel class A voting common stock then
beneficially owned by the Tritel management stockholders will have the right to
require Tritel to file a registration statement under the Securities Act of
1933 covering Tritel class A voting common stock subject to certain limited
exceptions.

   A Tritel "Qualified Holder" is defined as:

     (a) any Tritel stockholder or group of Tritel stockholders that
  beneficially owns shares of Tritel 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 for so long as it beneficially owns in the aggregate
  greater than two-thirds of the initial issuance to it of shares of Tritel
  series A preferred stock.

   Tritel 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 Tritel management
stockholders that in the aggregate beneficially own at least 50.1% of the
shares of the Tritel class A voting common stock then beneficially owned by the
Tritel management stockholders during any twelve-month period. If Tritel
determines that a demand registration would interfere with any pending or
contemplated material transaction, Tritel may defer such demand registration
subject to certain limitations.

   Piggyback Registration Rights.  If Tritel proposes to register any shares of
Tritel class A voting common stock, or Tritel securities convertible into or
exchangeable for shares of Tritel class A voting common stock, with the
Securities and Exchange Commission under the Securities Act of 1933, Tritel
will, subject to certain limitations, give notice of the proposed registration
to all Tritel stockholders and include all Tritel class A voting common stock
as to which Tritel has received a request for inclusion, subject to customary
underwriter cutbacks.

   Consequences of a Disqualifying Transaction. Upon consummation of a Tritel
disqualifying transaction, as defined below, the exclusivity provisions of the
Tritel stockholders' agreement applicable to AT&T Wireless will terminate as to
all of its markets. However, if Tritel has not exercised its right to convert
all of AT&T's Tritel series A and Tritel series D preferred stock into Tritel
series B preferred stock, the termination applies only to the Tritel overlap
markets, as defined below.

   Upon AT&T Wireless's terminating its obligations in connection with a Tritel
disqualifying transaction, Tritel will have the right to cause AT&T Wireless,
or its transferees other than any Tritel cash equity investor, to exchange all
or a proportionate number of shares of Tritel series A preferred stock then
owned by AT&T Wireless equal to a fraction, the numerator of which is the
number of people in the Tritel overlap markets and the denominator of which is
the total number of people in all of Tritel's markets, for an equivalent number
of shares of Tritel series B preferred stock. Tritel has similar conversion
rights with respect to any Tritel series D preferred stock, or Tritel series B
preferred or Tritel common stock into which such shares have been converted,
owned by AT&T Wireless.

   Additional Covenants.  To induce the Tritel stockholders to enter into the
Tritel stockholders' agreement, Tritel has agreed to, among other things:

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

                                       88
<PAGE>

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

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

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

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

  .  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 Tritel cell sites.

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

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

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

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

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

   Term. The Tritel stockholders' agreement will terminate on January 7, 2010
and may be terminated earlier upon the consent of all parties, or if one Tritel
stockholder should beneficially own all of the Tritel class A voting common
stock. If not otherwise terminated, the provisions regarding management and the
transfer of shares of Tritel will terminate on January 7, 2009, and the
provisions regarding registration rights will terminate on January 7, 2019.

 TeleCorp Stockholders' Agreement

   As of July 17, 1998 TeleCorp entered into a stockholders' agreement among
TeleCorp, its initial investors, and Messrs. Vento and Sullivan, which sets
guidelines for TeleCorp's management and operations and restricts the sale,
transfer or other disposition of its capital stock.

   Board of Directors. The TeleCorp stockholders' agreement provides that any
action of TeleCorp's board of directors be approved by the affirmative vote of
a majority of TeleCorp's entire board of directors, except in circumstances
where voting by particular classes of TeleCorp directors is required. The
TeleCorp stockholders' agreement also provides that the TeleCorp board of
directors consists of nine directors. The parties to the stockholders'
agreement have agreed to vote all of their shares of TeleCorp class A voting
common stock and voting preference stock to cause the election of the following
nine individuals to TeleCorp's board of directors:

  .  Mr. Vento and Mr. Sullivan so long as each remains an officer of
     TeleCorp and the management agreement with TeleCorp Management Corp.
     remains in effect;

  .  two individuals selected by holders of a majority in interest of the
     TeleCorp common stock beneficially owned by TeleCorp's initial investors
     other than AT&T Wireless;

  .  two additional individuals selected by Mr. Vento and Mr. Sullivan, so
     long as they remain TeleCorp officers, who must be acceptable to the
     holders of a majority in interest of the TeleCorp common stock
     beneficially owned by TeleCorp's initial investors other than AT&T
     Wireless on the one hand, and AT&T Wireless on the other hand;


                                       89
<PAGE>

  .  one individual nominated by AT&T Wireless in its capacity as the holder
     of TeleCorp series A preferred stock so long as AT&T has the right to
     nominate one TeleCorp director in accordance with TeleCorp's restated
     certificate of incorporation;

  .  one individual selected by Mr. Vento and Mr. Sullivan, so long as they
     remain TeleCorp officers, who must be acceptable to AT&T Wireless; and

  .  one individual selected by Mr. Vento and Mr. Sullivan, so long as they
     remain TeleCorp officers, who must be acceptable to the holders of a
     majority in interest of the TeleCorp class A voting common stock
     beneficially owned by TeleCorp's initial investors other than AT&T.

   The TeleCorp stockholders' agreement provides that when Federal
Communications Commission ownership restrictions no longer apply to TeleCorp,
TeleCorp's board of directors will have seven members and the right of Mr.
Vento and Mr. Sullivan to appoint the individuals set forth in the last two
items above will expire.

   Exclusivity. The parties to the TeleCorp stockholders' agreement have agreed
that, during the term of the TeleCorp stockholders' agreement, neither they nor
any of their respective affiliates will provide or resell, or act as the agent
for any person offering, within the areas covered by TeleCorp's licenses,
wireless communications services initiated or terminated using TDMA and
portions of the airwaves licensed by the Federal Communications Commission,
except that AT&T and its affiliates may:

  .  resell or act as agent for TeleCorp in connection with mobile wireless
     communications services;

  .  provide or resell wireless communications services only to or from
     specific locations, provided that any equipment sold in connection with
     the service must be capable of providing TeleCorp's wireless
     communications services; and

  .  resell mobile wireless communications services from another person in
     any area where TeleCorp has not placed a system into commercial service.

   Additionally, with respect to some markets identified in the intercarrier
roamer services agreement with AT&T Wireless Services, each of TeleCorp and
AT&T Wireless Services has agreed to cause TeleCorp's 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 these markets; and

  .  refrain from inducing any of its customers to change such programming.

   AT&T Wireless has retained some PCS licenses within the areas covered by
TeleCorp's licenses for which TeleCorp has a right of negotiation in the event
of a proposed transfer.

   If TeleCorp materially breaches any of its obligations, AT&T Wireless may
terminate its exclusivity obligations under the TeleCorp stockholders'
agreement and may terminate TeleCorp's rights to the AT&T brand and logo under
the license agreement if a default continues after the applicable cure periods
lapse. These material breaches include, if:

  .  AT&T Wireless and its affiliates decide to adopt a new technology
     standard other than TDMA in a majority of its markets, and TeleCorp
     declines to adopt the new technology;

  .  each portion of TeleCorp's network does not, within one year after being
     placed into service, meet or exceed technical standards that AT&T has
     developed regarding voice quality and performance of network and call
     completion equipment. Each portion of TeleCorp's network must, within
     one year after being placed into service, perform on a level, as
     measured by these standards manuals, that meets or exceeds the levels
     achieved by the average of all comparable wireless communications
     networks owned and operated by AT&T;


                                       90
<PAGE>

  .  TeleCorp fails to satisfy specific percentages that TeleCorp's entire
     network, measured as a single system, must meet, including as to
     percentage of calls completed, percentage of established calls that are
     dropped, percentages of calls that are not successfully transferred from
     one network equipment site to another as a handset moves, as well as
     technical standards regarding the functioning of network and call
     connection equipment; or

  .  TeleCorp fails to meet specified customer care, reception quality and
     network reliability standards.

   In all of TeleCorp's launched markets, TeleCorp believes it currently meets
all of the standards that it is required to satisfy by the first anniversary of
each launch date.

   The exclusivity provisions in the stockholders' agreement do not apply to
approximately 100,000 people that overlapped with the coverage area of licenses
AT&T purchased from Vanguard Cellular in Strafford, New Hampshire. TeleCorp has
agreed with AT&T to exchange TeleCorp's licenses covering the Strafford, New
Hampshire market for an alternative license or licenses covering other people.
These exchanged populations will be covered under the scope of TeleCorp's
agreements with AT&T.

   Construction. The stockholders' agreement requires TeleCorp to construct a
PCS system in the areas covered by its licenses according to a minimum
construction plan, which requires TeleCorp to construct a system in areas
covering:

  .  20% of the total 1995 population of the area covered by TeleCorp's
     licenses in the mainland United States by July 17, 1999, focusing on
     designated areas of Memphis and New Orleans;

  .  30% of the total 1995 population of the area covered by TeleCorp's
     licenses in Puerto Rico and the U.S. Virgin Islands by May 25, 2000,
     focusing on the core urban and suburban cities of the San Juan
     metropolitan area;

  .  40% of the total 1995 population of the area covered by TeleCorp's
     licenses in Puerto Rico and U.S. Virgin Islands by May 25, 2001, and
     also focusing on secondary cities throughout Puerto Rico;

  .  40% of the total 1995 population of the area covered by TeleCorp's
     licenses by July 17, 2000, and also focusing on designated areas of New
     England, Little Rock and Missouri and enhancing coverage in all markets;

  .  55% of the total 1995 population of the area covered by TeleCorp's
     licenses in the mainland United States by July 17, 2001 and also
     focusing on secondary cities and the important associated connecting
     highways;

  .  55% of the total 1995 population of the area covered by TeleCorp's
     licenses in Puerto Rico and the U.S. Virgin Islands by May 25, 2002, and
     continuing to expand the secondary cities of Puerto Rico and key cities
     to the U.S. Virgin Islands and the important associated connected
     highways;

  .  70% of the total 1995 population of the area covered by TeleCorp's
     licenses in the mainland United States by July 17, 2002, and continuing
     to expand the secondary cities and enhancing coverage of the core areas;

  .  70% of the total 1995 population of the area covered by TeleCorp's
     licenses in Puerto Rico and the U.S. Virgin Islands by May 25, 2003, and
     continuing to expand secondary cities and enhancing coverage and
     capacity of core areas;

  .  75% of the total 1995 population of the area covered by TeleCorp's
     licenses in the mainland United States by July 17, 2003, and also
     focusing on adding capacity sites and filling in the remaining suburban
     areas; and

  .  75% of the total 1995 population of the area covered by TeleCorp's
     licenses in Puerto Rico and the U.S. Virgin Islands by May 25, 2004, and
     also focusing on adding capacity sites and filling in the remaining
     suburban areas.

                                       91
<PAGE>

   In addition to the minimum construction plan, TeleCorp is bound to do the
following:

  .  arrange for all necessary microwave relocation for TeleCorp's licenses
     and AT&T's retained licenses;

  .  ensure compatibility of TeleCorp's systems with the majority of systems
     in Louisiana, Oklahoma, Minnesota, Illinois and Texas, excluding
     Houston;

  .  satisfy the Federal Communications Commission construction requirements
     in the areas covered by TeleCorp's licenses and AT&T's retained
     licenses;

  .  offer service features such as call forwarding, call waiting and
     voicemail with respect to TeleCorp's systems, causing TeleCorp's systems
     to comply with AT&T's network, audio and system performance quality
     standards; and

  .  refrain from providing or reselling services other than mobile wireless
     services and long distance services that constitute mobile wireless
     communications services initiated or terminated using TDMA and portions
     of the airwaves licensed by the Federal Communications Commission or
     that are procured from AT&T.

 Disqualifying Transaction. If AT&T and an entity that:

  .  derives annual revenues from communications businesses in excess of $5
     billion;

  .  derives less than one-third of its aggregate revenues from wireless
     communications; and

  .  owns Federal Communications Commission licenses to offer, and does
     offer, mobile wireless communications services serving more than 25% of
     the residents, as determined by Equifax Marketing Decision Systems Inc.,
     within the areas covered by TeleCorp's licenses

merge, consolidate, acquire or dispose of assets to each other, or otherwise
combine, then AT&T, upon written notice to TeleCorp, may terminate its
exclusivity obligations where the territory covered by TeleCorp's licenses
overlaps with commercial mobile radio service licenses of the business
combination partner. Upon such termination, TeleCorp has the right to cause
AT&T, or any transferee that acquired any shares of TeleCorp series A preferred
stock, TeleCorp series D preferred stock or TeleCorp series F preferred stock
owned by AT&T Wireless on July 17, 1998, and any shares of TeleCorp common
stock into which any of these shares are converted, to exchange their shares
into shares of TeleCorp series B preferred stock. If TeleCorp decides to
convert AT&T Wireless's shares into shares of TeleCorp series B preferred stock
AT&T may terminate its exclusivity obligations in all of TeleCorp's markets.

   Once so converted, TeleCorp may redeem the shares of TeleCorp series B
preferred stock at any time in accordance with its restated certificate of
incorporation.

   Under some circumstances, if AT&T proposes to sell, transfer or assign to
any person that is not an affiliate of AT&T Wireless, any PCS system owned and
operated by AT&T Wireless and its affiliates in any of the St. Louis, Missouri,
Louisville, Kentucky, or Boston, Massachusetts basic trading areas, then AT&T
must provide TeleCorp with the opportunity to offer TeleCorp's network for sale
jointly with AT&T for a 90-day period.

   Acquisition of Licenses. The stockholders' agreement provides that TeleCorp
may acquire any cellular license that its board of directors has determined is
a demonstrably superior alternative to constructing a PCS system within the
corresponding areas covered by TeleCorp's licenses, if:

  .  a majority of the population covered by the license is within the areas
     covered by TeleCorp's licenses;

  .  AT&T Wireless and its affiliates do not own commercial mobile radio
     service licenses in the area covered by the license; and


                                       92
<PAGE>

  .  TeleCorp's ownership of the license will not cause AT&T Wireless or any
     affiliate to be in breach of any law or contract.

   Vendor Discounts; Roaming Agreements. AT&T Wireless has agreed in the
TeleCorp stockholders' agreement that, if TeleCorp so requests, and if such
request shall not result in any adverse impact to AT&T Wireless PCS, it will
use all commercially reasonable efforts:

  .  to assist TeleCorp in obtaining discounts from any AT&T Wireless vendor
     with whom TeleCorp is negotiating for the purchase of any infrastructure
     equipment or billing services; and

  .  to enable TeleCorp to become a party to the roaming agreements between
     AT&T Wireless and its affiliates and operators of other cellular and PCS
     systems.

   Resale Agreements. TeleCorp, upon the request of AT&T Wireless, will enter
into resale agreements relating to the areas covered by TeleCorp's licenses
under which AT&T may resell TeleCorp's services. The rates, terms and
conditions of service that TeleCorp provides are to be at least as favorable,
and to the extent permitted by applicable law, more favorable, to AT&T
Wireless, taken as a whole, as the rates, terms and conditions that TeleCorp
provides to other customers.

   Subsidiaries. The TeleCorp stockholders' agreement provides that all of
TeleCorp's subsidiaries must be direct or indirect wholly owned subsidiaries.
The TeleCorp stockholders' agreement also provides that, without the prior
written consent of, or right of first offer to, AT&T Wireless, TeleCorp and its
subsidiaries may not:

  .  sell or dispose of a substantial portion of TeleCorp's assets or the
     assets of any of its subsidiaries; or

  .  liquidate, merge or consolidate until TeleCorp meets minimum
     construction requirements.

   Restrictions on Transfer. The TeleCorp stockholders' agreement restricts the
sale, transfer or other disposition of TeleCorp's capital stock, such as by
giving rights of first offer and tag along rights and providing demand and
piggyback registration rights.

   If one of TeleCorp's stockholders who is a party to the TeleCorp
stockholders' agreement desires to transfer any or all of its shares of
TeleCorp preferred or common stock, other than voting preference stock and
class C common stock, the selling stockholder must first give written notice to
TeleCorp and:

  .  if the selling stockholder is one of TeleCorp's initial investors other
     than AT&T or any other TeleCorp stockholder who is a party to the
     TeleCorp stockholders' agreement, to AT&T Wireless; and

  .  if the selling stockholder is AT&T Wireless, to every other TeleCorp
     initial investor.

   The TeleCorp stockholders who receive notice from the selling stockholders
may acquire all, but not less than all, of the shares offered to be sold at the
price offered by the selling stockholder. If none of the TeleCorp stockholders
opt to purchase the shares of the selling stockholder, the selling stockholder
can sell its shares to any other person on the same terms and conditions as
originally offered to the TeleCorp stockholders. The right of first offer does
not apply to TeleCorp's repurchase of any shares of TeleCorp's class A voting
common stock or class E preferred stock from one of TeleCorp's employees in
connection with the termination of the employee's employment with TeleCorp.

   A TeleCorp stockholder subject to the stockholders' agreement may not
transfer 25% or more of any of the following shares of TeleCorp's capital
stock, whether alone or with other stockholders or whether in one transaction
or a series of transactions:

  .  series A preferred stock;

  .  series C preferred stock;

  .  series D preferred stock;


                                       93
<PAGE>

  .  series E preferred stock;

  .  series F preferred stock;

  .  voting preference stock;

  .  class A voting common stock;

  .  class B non-voting common stock;

  .  class C common stock; or

  .  class D common stock,

unless the proposed transfer includes an offer to TeleCorp's initial investors
and Mr. Vento and Mr. Sullivan to join in the transfer. Class C common stock
and class D common stock will count as one class of stock for purposes of the
25% test. If a selling stockholder receives an offer from a bona fide purchaser
to transfer a selling stockholder's shares, the selling TeleCorp stockholder
must follow procedures included in the TeleCorp stockholders' agreement to
include the other stockholders in the proposed transfer.

   In addition to the foregoing restrictions, the TeleCorp initial investors
have agreed not to transfer any shares of their common stock until July 17,
2001 except to affiliates, and Mr. Vento and Mr. Sullivan have agreed not to
transfer any shares of common stock prior to July 17, 2003, subject to limited
exceptions, including that 25% of their common stock may be transferred after
July 17, 2001.

   TeleCorp's stockholders who are subject to the TeleCorp stockholders'
agreement also have demand and piggyback registration rights. In some
circumstances, stockholders may demand that TeleCorp register some or all of
its securities with the Securities and Exchange Commission under the Securities
Act. Also, if TeleCorp proposes to register any shares of its class A voting
common stock or securities convertible into or exchangeable for class A voting
common stock with the Securities and Exchange Commission under the Securities
Act, TeleCorp must notify all stockholders of its intention to do so, and
TeleCorp's stockholders may include in TeleCorp's registration their shares of
class A voting stock or securities convertible into or exchangeable for class A
voting common stock.

   Amendments. In addition to the approval of TeleCorp's senior lenders, the
terms of the TeleCorp stockholders' agreement may be amended only if agreed to
in writing by TeleCorp and the beneficial holders of a majority of the class A
voting common stock party to the stockholders' agreement, including AT&T
Wireless, 66 2/3% of the class A voting common stock beneficially owned by
TeleCorp's initial investors other than AT&T, and 66 2/3% of the class A voting
common stock beneficially owned by Mr. Vento and Mr. Sullivan.

   Termination. The stockholders' agreement will terminate upon the earliest to
occur of:

  .  the receipt of the written consent of each party;

  .  July 17, 2009; and

  .  under specified circumstances, the date on which a single stockholder
     beneficially owns all of the outstanding shares of TeleCorp class A
     voting common stock.

 Holding Company Stockholders' Agreement

   No definitive stockholders' agreement has yet been executed, and the form of
the stockholders' agreement described below and filed as an exhibit to the
registration statement including this joint proxy statement-prospectus is still
in the process of being finalized, and is subject to change by the parties to
the agreement.

   General. The Holding Company stockholders' agreement among the TeleCorp and
Tritel initial investors, Messrs. Mounger, Martin, Vento and Sullivan and the
Holding Company, to be executed on or before the consummation of the merger,
sets guidelines for the management and operations of the Holding Company and
restricts the sale, transfer or other disposition of Holding Company capital
stock.

   Board of Directors. The Holding Company stockholders' agreement provides
that any action of Holding Company's board of directors be approved by the
affirmative vote of a majority of the entire Holding Company

                                       94
<PAGE>

board of directors, except in circumstances where voting by particular classes
of directors is required. The Holding Company stockholders' agreement also
provides that, upon closing of the merger, Holding Company's board of directors
will consist of fourteen directors (two of whom will have only one-half vote,
as described below).

   The parties to the Holding Company stockholders' agreement have agreed to
vote all of the shares of Holding Company stock to cause the election of the
following fourteen individuals to Holding Company's board of directors:

  .  Mr. Vento and Mr. Sullivan so long as each remains an officer and the
     management agreement with TeleCorp management remains in effect;

  .  subject to the provisions described below which limit such selection
     rights, two individuals selected by holders of a majority in interest of
     the class A voting common stock beneficially owned by TeleCorp's initial
     investors other than AT&T Wireless;

  .  subject to the provisions described below which limit such selection
     rights, two individuals selected by holders of a majority in interest of
     the class A voting common stock beneficially owned by Tritel's initial
     investors other than AT&T Wireless;

  .  two individuals selected by AT&T Wireless in its capacity as the holder
     of Holding Company series A convertible preferred stock and series B
     convertible preferred stock so long as AT&T has the right to elect each
     such director in accordance with Holding Company's certificate of
     incorporation;

  .  six individuals designated by the holders of Holding Company voting
     preference stock, which include:

    .  one individual who must be reasonably acceptable to AT&T Wireless;

    .  two individuals who will be Messrs. Martin and Mounger so long as
       each remains an officer and employee of Holding Company, or two
       individuals who must be reasonably acceptable to Messrs. Martin and
       Mounger, each individual in either case having one-half vote on all
       matters requiring a vote of the board of directors; and

    .  three individuals who must be reasonably acceptable to holders of a
       majority in interest of Holding Company class A voting common stock
       beneficially owned by AT&T Wireless on the one hand, and the initial
       investors other than AT&T Wireless, on the other hand, so long as
       the initial investors other than AT&T Wireless remain entitled to
       designate at least two directors, or, if they are not entitled, then
       by the remaining directors on the board of directors.

   In the event that Mr. Martin ceases to be an officer or employee of Holding
Company, Mr. Martin will resign or be removed from the board of directors, and
in the event that Mr. Mounger ceases to be an officer or employee of Holding
Company and either the number of shares of Holding Company common stock
beneficially owned by Messrs. Mounger and Martin falls below seventy percent of
the number of shares of Holding Company common stock beneficially owned by them
on the date of closing of the merger, or two years elapse from the date of the
closing of the merger, Mr. Mounger will resign or be removed from the board of
directors. Following the first resignation or removal of either Mr. Martin or
Mr. Mounger, the Holding Company board of directors will be reduced by one, the
remaining individual board of directors seat will have one vote on all matters
requiring vote of the board of directors, and any nominated director requiring
the approval of Messrs. Martin and Mounger will only require the approval of
whoever remains as director. In the event that neither Mr. Martin nor Mr.
Mounger remains on the Holding Company board of directors, the number of
directors designated by the holders of the voting preference common stock who
require approval by Messrs. Martin and Mounger will be reduced to zero, and the
number of directors designated by the holders of the voting preference stock
and acceptable to holders of a majority in interest of Holding Company class A
voting common stock beneficially owned by AT&T on one hand and initial TeleCorp
and Tritel investors other than AT&T Wireless on the other hand will be
increased to four.

                                       95
<PAGE>

   In the event that Mr. Vento or Mr. Sullivan shall cease to be an officer of
Holding Company, or the management agreement between Holding Company and
TeleCorp Management Corp. ceases to be in full force and effect, Mr. Vento or
Mr. Sullivan, as applicable, will resign or be removed from Holding Company's
board of directors and the holders of the Holding Company voting preference
stock will select a replacement or replacements who must be acceptable to a
majority in interest of the initial TeleCorp and Tritel investors other than
AT&T Wireless, in its sole discretion. In the event that AT&T Wireless ceases
to be entitled to designate Holding Company directors, the director or
directors elected by AT&T Wireless will resign or be removed from Holding
Company's board of directors and the remaining Holding Company directors will
take action so that the number of Holding Company directors constituting the
entire Holding Company board of directors will be reduced accordingly.

   The number of Holding Company directors the initial TeleCorp and Tritel
investors other than AT&T Wireless will be permitted to designate will be
reduced when the number of shares of Holding Company common stock beneficially
owned by the initial TeleCorp and Tritel investors other than AT&T Wireless on
a fully diluted basis falls below:

  .  85% of the number of shares of common stock beneficially owned by them
     on the date of closing of the merger;

  .  70% of the number of shares of common stock beneficially owned by them
     on the date of the closing of the merger;

  .  60% of the number of shares of common stock beneficially owned by them
     on the date of the closing of the merger; and

  .  50% of the number of shares of common stock beneficially owned by them
     on the date of the closing of the merger,

so that the initial TeleCorp and Tritel investors other than AT&T Wireless in
both TeleCorp and Tritel will be permitted to designate three, two, one and
zero directors respectively; provided, however, that the reductions in the
board of directors may not take place or may be delayed if certain initial
TeleCorp and Tritel investors other than AT&T Wireless hold or maintain a
specified percentage of common stock as set forth in the Holding Company
stockholders' agreement.

   In each instance in which the number of directors the initial TeleCorp and
Tritel investors other than AT&T Wireless are entitled to designate is reduced,
the director designated by the initial TeleCorp and Tritel investors other than
AT&T Wireless beneficially owning the smallest percentage of shares of common
stock then owned by any of the initial TeleCorp and Tritel investors other than
AT&T Wireless whose designees then remain as directors designated will resign
or be removed from Holding Company's board of directors and the size of Holding
Company's board of directors will be reduced accordingly. In the event that
either:

  .  the number of Holding Company directors the initial TeleCorp and Tritel
     investors other than AT&T Wireless are entitled to designate falls below
     two; or

  .  both of the initial TeleCorp and Tritel investors other than AT&T
     Wireless entitled to designate the last two directors that initial
     TeleCorp and Tritel investors other than AT&T Wireless may designate
     cease to beneficially own at least 75% of the number of shares of common
     stock beneficially owned by them on the date of the closing of the
     merger,

the initial TeleCorp and Tritel investors other than AT&T Wireless will no
longer be entitled to approve any designation of Holding Company directors nor
approve any director that replaces Messrs. Vento or Sullivan on the Holding
Company board of directors.

   Exclusivity. The parties to the Holding Company stockholders' agreement have
agreed that, during the term of the stockholders' agreement, neither they nor
any of their respective affiliates will provide or resell, or act as the agent
for any person offering, within the areas covered by Holding Company licenses,
wireless

                                       96
<PAGE>

communications services initiated or terminated using TDMA and portions of the
airwaves licensed by the Federal Communications Commission, except that AT&T
Wireless and its affiliates may:

  .  resell or act as agent for Holding Company in connection with mobile
     wireless communications services;

  .  provide or resell wireless communications services only to or from
     specific locations, provided that any equipment sold in connection with
     the service must be capable of providing Holding Company wireless
     communications services; and

  .  resell mobile wireless communications services from another person in
     any area where Holding Company has not placed a system into commercial
     service.

   Additionally, with respect to some markets identified in the intercarrier
roamer services agreement with AT&T Wireless, each of Holding Company and AT&T
Wireless has agreed 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 these markets; and

  .  refrain from inducing any of its customers to change such programming.

   AT&T Wireless has retained some PCS licenses within the areas covered by
Holding Company licenses for which Holding Company has a right of negotiation
in the event of a proposed transfer.

   If Holding Company materially breaches any of its obligations, AT&T Wireless
may terminate its exclusivity obligations under the Holding Company
stockholders' agreement and may terminate Holding Company's rights to the AT&T
brand and logo under the license agreement if a default continues after the
applicable cure periods lapse. These material breaches include, if:

  .  Holding Company fails to meet its minimum build-out requirements for its
     systems as set forth in the Holding Company stockholders' agreement;

  .  AT&T Wireless and its affiliates decide to adopt a new technology
     standard other than TDMA in a majority of its markets, and Holding
     Company declines to adopt the new technology;

  .  each portion of Holding Company's network does not, within one year
     after being placed into service, meet or exceed technical standards that
     AT&T has developed regarding voice quality and performance of network
     and call completion equipment. Each portion of Holding Company's network
     must, within one year after being placed into service, perform on a
     level, as measured by these standards manuals, that meets or exceeds the
     levels achieved by the average of all comparable wireless communications
     networks owned and operated by AT&T;

  .  Holding Company fails to satisfy specific performance requirement
     percentages that its entire network, measured as a single system, must
     meet, including percentage of calls completed, percentage of established
     calls dropped, percentages of calls not successfully transferred from
     one network equipment site to another as a handset moves, or fails to
     satisfy technical standards regarding the functioning of network and
     call connection equipment; or

  .  Holding Company fails to meet specified customer care, reception quality
     and network reliability standards.

   The exclusivity provisions in the Holding Company stockholders' agreement
also do not apply to AT&T with respect to certain rural portions of Kentucky.

   Construction. The stockholders' agreement requires Holding Company to
construct a PCS system in the areas covered by its licenses according to a
minimum construction plan. The minimum construction plan will consist of the
minimum construction plan set forth in each of the TeleCorp Stockholders'
Agreement and Tritel

                                       97
<PAGE>

Stockholders' Agreement. See "The Merger--Stockholders' Agreements." In
addition, prior to the consummation of the merger, the parties will agree on
additional provisions which will be included in the buildout plan with respect
to the construction of systems in the Wisconsin and Iowa markets acquired by
TeleCorp in its exchange of markets with AT&T Wireless.

 Disqualifying Transaction. If AT&T (or any of its affiliates) and an entity
 that:

  .  derives annual revenues from communications businesses in excess of $5
     billion;

  .  derives less than one-third of its aggregate revenues from wireless
     communications; and

  .  owns Federal Communications Commission licenses to offer, and does
     offer, mobile wireless communications services serving more than 25% of
     the residents, as determined by Paul Kagan Associates, Inc., within the
     areas covered by Holding Company licenses.

merge, consolidate, acquire or dispose of assets to each other, or otherwise
combine, then AT&T, upon written notice to Holding Company, may terminate its
exclusivity obligations where the territory covered by Holding Company licenses
overlaps with commercial mobile radio service licenses of the business
combination partner. Upon such termination, Holding Company has the right to
cause AT&T or any transferee that acquired any shares of Holding Company series
A convertible preferred stock, series B convertible preferred stock, series D
preferred stock, series F preferred stock or series G preferred stock then
owned by AT&T Wireless, and any shares of Holding Company common stock into
which any of these shares are converted, to exchange all, or a proportionate
share based on overlapping service areas after such disqualifying transaction,
of their shares into shares of series H and series I preferred stock. If
Holding Company decides to convert such shares into shares of series H and I
preferred stock, AT&T may terminate its exclusivity obligations in all of
Holding Company's markets.

   Once so converted, Holding Company may redeem the shares of series H and I
preferred stock at any time in accordance with its restated certificate of
incorporation.

   Under some circumstances, if AT&T proposes to sell, transfer or assign to
any person that is not an affiliate of AT&T Wireless, any PCS system owned and
operated by AT&T Wireless and its affiliates in any of the St. Louis, Missouri,
Louisville, Kentucky, or Atlanta, Georgia basic trading areas, then AT&T must
provide Holding Company with the opportunity to offer its network for sale
jointly with AT&T for a 90-day period.

   Acquisition of Licenses. The stockholders' agreement provides that Holding
Company may acquire any cellular license that Holding Company's board of
directors has determined is a demonstrably superior alternative to constructing
a PCS system within the corresponding areas covered by Holding Company
licenses, if:

  .  a majority of the population covered by the license is within the areas
     covered by Holding Company licenses;

  .  AT&T Wireless and its affiliates do not own commercial mobile radio
     service licenses in the area covered by the license; and

  .  Holding Company's ownership of the license will not cause AT&T Wireless
     or any affiliate to be in breach of any law or contract.

   Vendor Discounts; Roaming Agreements. AT&T Wireless has agreed in the
Holding Company stockholders' agreement that, if Holding Company so requests,
and if such request shall not result in any adverse impact to AT&T Wireless, it
will use all commercially reasonable efforts:

  .  to assist Holding Company in obtaining discounts from any AT&T Wireless
     vendor with whom Holding Company is negotiating for the purchase of any
     infrastructure equipment or billing services; and


                                       98
<PAGE>

  .  to enable Holding Company to become a party to the roaming agreements
     between AT&T Wireless and its affiliates and operators of other cellular
     and PCS systems.

   Resale Agreements. Holding Company, upon the request of AT&T Wireless, will
enter into resale agreements relating to the areas covered by Holding Company
licenses under which AT&T Wireless may resell Holding Company services. The
rates, terms and conditions of service that Holding Company provides are to be
at least as favorable, and to the extent permitted by applicable law, more
favorable, to AT&T Wireless, taken as a whole, as the rates, terms and
conditions that Holding Company provides to other customers.

   Subsidiaries. The Holding Company stockholders' agreement provides that all
of Holding Company's subsidiaries must be direct or indirect wholly owned
subsidiaries. The stockholders' agreement also provides that with respect to
such subsidiaries, Holding Company may not sell or dispose of a substantial
portion of the assets or any of the capital stock of any of such subsidiaries
except in connection with a pledge to secure indebtedness.

   Restrictions on Transfer. The Holding Company stockholders' agreement
restricts the sale, transfer or other disposition of Holding Company capital
stock, such as by giving rights of first offer and tag along rights and
providing demand and piggyback registration rights.

   If one of Holding Company's stockholders who is a party to the Holding
Company stockholders' agreement desires to transfer any or all of its shares of
Holding Company preferred or common stock, other than Holding Company voting
preference stock and class C common stock, the selling stockholder must first
give written notice to Holding Company and:

  .  if the selling stockholder is one of the initial TeleCorp and Tritel
     investors other than AT&T Wireless or any other stockholder who is a
     party to the Holding Company stockholders' agreement, to AT&T Wireless;
     and

  .  if the selling stockholder is AT&T Wireless, to every other cash equity
     investor.

   The stockholders who receive notice from the selling stockholders may
acquire all, but not less than all, of the shares offered to be sold at the
price offered by the selling stockholder. If none of the stockholders opt to
purchase the shares of the selling stockholder, the selling stockholder can
sell its shares to any other person on the same terms and conditions as
originally offered to the stockholders. The right of first offer does not apply
to Holding Company's repurchase of any shares of its class A voting common
stock or class E preferred stock from one of its employees in connection with
the termination of the employee's employment with Holding Company.

   A stockholder subject to the stockholders' agreement may not transfer 25%
(on a fully diluted basis as calculated under the Holding Company stockholders'
agreement) or more of any of the shares of Holding Company capital stock,
whether alone or with other stockholders or whether in one transaction or a
series of transactions, unless the proposed transfer includes an offer to AT&T
Wireless, the initial TeleCorp and Tritel investors other than AT&T Wireless
and Mr. Vento and Mr. Sullivan to join in the transfer in accordance with the
procedures included in the Holding Company stockholders' agreement regarding
the inclusion of other stockholders in the proposed transfer.

   Registration Rights. Holding Company stockholders who are subject to the
stockholders' agreement also have certain demand and piggyback registration
rights. In some circumstances, Holding Company stockholders may demand that
Holding Company register some or all of their securities with the Securities
and Exchange Commission under the Securities Act of 1933. Also, if Holding
Company proposes to register any shares of its class A voting common stock or
securities convertible into or exchangeable for class A voting common stock
with the Securities and Exchange Commission under the Securities Act of 1933,
Holding Company must notify stockholders party to the Holding Company
stockholders' agreement of Holding Company's intention to do so, and such
Holding Company stockholders may include in the registration their shares of
class A voting common

                                       99
<PAGE>

stock or securities convertible into or exchangeable for class A voting common
stock, subject to certain cutback provisions based on limitations on the number
of shares which may be offered as determined by the underwriters in the
offering.

   Lockup and Subsequent Offering. In the Holding Company stockholders'
agreement, each party agrees not to effect any public sale or distribution of
Holding Company class A voting common stock or a similar security, or any
securities convertible into or exchangeable or exercisable for such securities,
including a sale pursuant to Rule 144, Rule 145 or Rule 144A under the
Securities Act of 1933 during the 90 day period beginning on the effective date
of the merger, and additionally during such period commencing upon the filing
of the registration statement for the offering described in the next paragraph
(provided that the registration statement for such offering is filed within 60
days of the effective date of the merger) and continuing so long as the Company
is using commercially reasonable efforts to pursue such registration until such
registration becomes effective, and for such additional period of time as is
reasonably requested by the managing underwriter(s) of the offering described
in the next paragraph, unless such sale or distribution is effected through the
offering described in the next paragraph.

   In the Holding Company stockholders' agreement, Holding Company agrees to
use commercially reasonable efforts to file a registration statement giving
rise to a piggyback registration relating to the Holding Company class A voting
common stock within 60 days of the effective date of the merger and have such
registration statement declared effective within 150 days of the effective date
of the merger, provided, however, that the Holding Company has agreed to
include no more than 50% of newly issued Holding Company shares in such
offering, or $150 million, up to the first $300 million registered in such
offering; and thereafter no more than the 30% of the incremental shares
registered by the Holding Company as primary for offerings over and above $300
million.

   Amendments. In addition to the approval of Holding Company's senior lenders,
the terms of the stockholders' agreement may be amended only if agreed to in
writing by Holding Company and the beneficial holders of a majority of the
class A voting common stock party to the stockholders' agreement, including
AT&T Wireless, 66 2/3% of the class A voting common stock beneficially owned by
the initial TeleCorp and Tritel investors other than AT&T, and 66 2/3% of the
class A voting common stock beneficially owned by Mr. Vento and Mr. Sullivan.

   Termination. The stockholders' agreement will terminate upon the earliest to
occur of:

  .  the receipt of the written consent of each party;

  .  July 17, 2009; and

  .  the date on which a single stockholder beneficially owns all of the
     outstanding shares of class A voting common stock.

Voting Agreements

   In connection with the execution and delivery of the merger agreement, both
TeleCorp and Tritel entered into separate voting agreements with William M.
Mounger, II, Chairman and Chief Executive Officer of Tritel and E.B. Martin,
Jr., Executive Vice President and Chief Financial Officer of Tritel and Gerald
T. Vento, Chief Executive Officer of TeleCorp and Thomas H. Sullivan, Executive
Vice President and Chief Financial Officer of TeleCorp under which these
principal stockholders agreed to vote all of their shares in favor of the
adoption of the merger agreement and to vote against, other than pursuant to
the merger agreement:

  .  the approval of any proposal opposing or competing with the merger;

  .  any other merger, consolidation, sale of assets, business combination,
     share exchange, reorganization or recapitalization of TeleCorp or
     Tritel;

  .  any liquidation or winding up of TeleCorp or Tritel;

                                      100
<PAGE>

  .  any extraordinary dividend by TeleCorp or Tritel;

  .  any change in the capital structure of TeleCorp or Tritel; and

  .  any other action that may reasonably be expected to interfere with or
     delay the completion of merger or result in a breach of any of the
     covenants, representations, warranties or other obligations or
     agreements of TeleCorp or Tritel which would materially and adversely
     affect TeleCorp's or Tritel's abilities to complete the merger.

   As of the record date for the special meeting of TeleCorp, Messrs. Vento and
Sullivan together owned 7,157,435 of TeleCorp class A voting common stock and
all of the shares of TeleCorp voting preference common stock, representing a
majority of the total voting power of the outstanding shares of TeleCorp
capital stock. Accordingly approval of the merger agreement by TeleCorp
stockholders is assured.

   As of the record date for the special meeting of Tritel, Messrs. Mounger and
Martin together owned 4,769,088 shares of Tritel class A voting common stock
and all of the outstanding shares of Tritel voting preference common stock,
representing a majority of the total voting power of the outstanding shares of
Tritel capital stock. Mr. Mounger also owned 2,379,072 shares of Tritel class A
voting common stock indirectly held by Trillium, PCS and M3, LLC and his
children's trust. Mr. Mounger has a controlling interest in Trillium PCS and
M3, LLC. Accordingly, approval of the merger agreement by Tritel stockholders
is assured.

   The voting agreements prohibit, subject to limited exceptions, any
stockholder from selling, transferring, pledging, encumbering, assigning or
otherwise disposing of any shares of TeleCorp or Tritel capital stock, except
to a person who agrees in writing to be bound by the terms of the voting
agreement.

   The voting agreement terminates upon the earlier to occur of (i) the
completion of the mergers, (ii) two years from the date the voting agreements
were signed, and (iii) the termination of the merger agreement in accordance
with its terms.

Business Relationships Between TeleCorp and Tritel

   SunCom Marks. TeleCorp, Tritel and Triton each have a one-third membership
interest in Affiliate License Co., L.L.C., which was formed on April 16, 1999
for the purpose of owning and licensing the marks SUNCOM, SUNCOM WIRELESS and
other SUNCOM and SUN-formative marks. On April 16, 1999, pursuant to an amended
and restated agreement, TeleCorp, Tritel and Triton agreed to transfer the
SUNCOM marks to Affiliate License Co. In return, Affiliate License Co. agreed
to grant each of TeleCorp, Tritel and Triton a royalty-bearing, transferable
license to use the SUNCOM marks. The terms of this agreement were negotiated at
arm's length.

   ABC Wireless Loan. ABC Wireless was formed to participate in the Federal
Communications Commission's auction of PCS licenses in several of TeleCorp's
markets. ABC Wireless is owned by Mr. Vento, Mr. Sullivan and Mr. Anderson.
Pursuant to a promissory note dated March 1, 1999, Tritel PCS, Inc., a wholly
owned subsidiary of Tritel, made a $7.5 million loan to ABC Wireless to finance
ABC Wireless's efforts to obtain PCS licenses. This loan is collateralized by a
security agreement between ABC Wireless and AT&T Wireless Services, Inc.,
acting as agent for, among others, Tritel PCS, Inc.

   Common Board Members. Scott I. Anderson is a member of the board of
directors of both TeleCorp and Tritel.

                                      101
<PAGE>


                      TELECORP-TRITEL HOLDING COMPANY

          UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

   The following unaudited pro forma condensed combined financial statements
combine the historical consolidated balance sheets and consolidated statements
of operations of TeleCorp, Tritel, Indus and Airadigm. These unaudited pro
forma financial statements give effect to the merger with Tritel, referred to
as the Merger, the contribution from AT&T, the acquisition of the common and
preferred stock of Indus, the acquisition of additional wireless properties and
assets from Airadigm, referred to as the Contribution, the exchange with AT&T
which includes the acquisition of PCS licenses from ABC Wireless and Polycell,
referred to as the Exchange, other transactions and pro forma inter-company
eliminations.

   We derived this information from the audited consolidated financial
statements of TeleCorp and Tritel as of and for the year ended December 31,
1999, the unaudited consolidated financial statements of TeleCorp and Tritel as
of and for the three months ended March 31, 2000, and from the unaudited
financial statements of Indus and Airadigm as of December 31, 1999 and March
31, 2000 and for the year ended December 31, 1999 and the three months ended
March 31, 2000, respectively. This information is only a summary and should be
read in conjunction with the historical consolidated financial statements and
related notes contained elsewhere herein for those periods.

   The unaudited pro forma condensed combined statement of operations for the
year ended December 31, 1999 and for the three months ended March 31, 2000
assumes each of the transactions was effected on January 1, 1999. The unaudited
pro forma condensed combined balance sheet as of March 31, 2000, gives effect
to each transaction as if it had occurred on March 31, 2000. The accounting
policies of TeleCorp, Tritel, Indus and Airadigm are substantially comparable.
Certain reclassifications have been made to Tritel's, Indus' and Airadigm's
historical presentation to conform to TeleCorp's presentation. These
reclassifications do not materially impact Tritel's, Indus', or Airadigm's
operations or financial position for the period presented.

   We are providing the unaudited pro forma condensed combined financial
information for illustrative purposes only. The companies may have performed
differently had they always been combined. You should not rely on the unaudited
pro forma condensed combined financial information as being indicative of the
historical results that would have been achieved had the companies always been
combined or the future results that the combined company will experience.

                                      102
<PAGE>


                     TELECORP-TRITEL HOLDING COMPANY
             UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

                              March 31, 2000
                              ($'s in thousands)

                               (unaudited)

<TABLE>
<CAPTION>
                                          Merger                        Contribution and Exchange
                                --------------------------------  -------------------------------------------
                                                      Pro forma                                    Pro forma             Other
                     Telecorp     Tritel             Adjustments    Indus     Airadigm            Adjustments         Transactions
                    ----------  ----------           -----------  ---------- ----------           -----------         ------------
                    (Note 1a.)  (Note 1b.)            (Note 2.)   (Note 1c.) (Note 1d.)            (Note 3.)           (Note 5.)
<S>                 <C>         <C>         <C>      <C>          <C>        <C>        <C>       <C>         <C>     <C>
Assets
 Current assets:
 Cash and cash
 equivalents......  $  94,606   $  482,459  2r.(i)   $  (38,000)   $    335   $  1,351  3d.(i)     $ (20,656) 5c.       $   (262)
 Accounts
 receivable, net..     31,068        8,708                  --          --         818                   --                  --
 Other current
 assets...........     26,252       24,598                  --          620      1,174  3d.(ii)       (1,794)                --
                    ---------   ----------           ----------    --------   --------             ---------            --------
  Total current
  assets..........    151,926      515,765              (38,000)        955      3,343               (22,450)               (262)
 Property and
 equipment, net...    461,742      292,215                  --          982     40,954  3d.(iii)     (99,201)                --
 PCS licenses and
 microwave
 relocation costs,
 net..............    273,396      203,107  2r.(ii)   2,739,093      70,333     75,379  3d.(iv)      708,640  5d.(i)       5,840
 Intangible
 assets, net......     36,119       58,077  2r.(iii)    424,723         --         --   3d.(v)       322,176                 --
 Other assets.....     25,471       40,710                  --        1,222      2,974  3d.(vi)       (4,196)                --
 Goodwill.........        --           --   2o.       2,263,896         --         --                    --                  --
                    ---------   ----------           ----------    --------   --------             ---------            --------
  Total assets....  $ 948,654   $1,109,874            5,389,712    $ 73,492   $122,650             $ 904,969            $  5,578
                    =========   ==========           ==========    ========   ========             =========            ========
Liabilities,
mandatorily
redeemable
preferred stock
and stockholders'
equity (deficit)
 Current
 liabilities:
 Accounts payable
 and accrued
 liabilities......  $ 106,163   $   64,118           $      --     $  5,369   $  7,928  3d.(vii)   $  (7,928)           $    --
 Other current
 liabilities......     35,850          --                   --        9,873     28,561  3d.(viii)    (28,561)                --
 Current portion
 of long-term
 debt.............      1,461          960                  --          --       4,448  3d.(ix)        5,837                 --
                    ---------   ----------           ----------    --------   --------             ---------            --------
  Total current
  liabilities.....    143,474       65,078                  --       15,242     40,937               (30,652)                --
 Long-term debt...    649,864      564,483  2i.          16,160      88,281    157,626  3d.(x)      (110,936) 5c.          2,871
 Microwave
 relocation
 obligation.......      2,365          --                   --          --         --                    --                  --
 Other long term
 liabilities......      7,877       38,891  2r.(iv)   1,074,479       1,803      3,023  3d.(xi)       97,667                 --
                    ---------   ----------           ----------    --------   --------             ---------            --------
  Total
  liabilities.....    803,580      668,452            1,090,639     105,326    201,586               (43,921)              2,871
                    ---------   ----------           ----------    --------   --------             ---------            --------
 Mandatorily
 redeemable
 preferred stock,
 net..............    270,914      101,853  2r.(v)         (438)        --         --                    --   5a.             58
                    ---------   ----------           ----------    --------   --------             ---------            --------
 Stockholders'
 equity (deficit)
 Preferred stock..        149       46,374  2r.(vi)     670,176         450        --   3d.(xii)        (450)                --
 Common stock, net
 of subscriptions
 receivable.......    306,698      720,634  2r.(vii)  3,246,896      25,426     10,011  3d.(xiii)    444,427  5d.(ii)     17,946
 Deferred
 compensation.....    (42,189)         --   2n.         (45,000)        --         --                    --                  --
 Accumulated
 deficit..........   (390,498)    (427,439) 1b.         427,439     (57,710)   (88,947) 3d.(xiv)     504,913  5a.        (15,297)
                    ---------   ----------           ----------    --------   --------             ---------            --------
  Total
  stockholders'
  equity
  (deficit).......   (125,840)     339,569            4,299,511     (31,834)   (78,936)              948,890               2,649
                    ---------   ----------           ----------    --------   --------             ---------            --------
  Total
  liabilities,
  mandatorily
  redeemable
  preferred stock
  and
  stockholders'
  equity
  (deficit).......  $ 948,654   $1,109,874           $5,389,712    $ 73,492   $122,650             $ 904,969            $  5,578
                    =========   ==========           ==========    ========   ========             =========            ========
<CAPTION>
                      Total
                    -----------
<S>                 <C>
Assets
 Current assets:
 Cash and cash
 equivalents......  $  519,833
 Accounts
 receivable, net..      40,594
 Other current
 assets...........      50,850
                    -----------
  Total current
  assets..........     611,277
 Property and
 equipment, net...     696,692
 PCS licenses and
 microwave
 relocation costs,
 net..............   4,075,788
 Intangible
 assets, net......     841,095
 Other assets.....      66,181
 Goodwill.........   2,263,896
                    -----------
  Total assets....  $8,554,929
                    ===========
Liabilities,
mandatorily
redeemable
preferred stock
and stockholders'
equity (deficit)
 Current
 liabilities:
 Accounts payable
 and accrued
 liabilities......  $  175,650
 Other current
 liabilities......      45,723
 Current portion
 of long-term
 debt.............      12,706
                    -----------
  Total current
  liabilities.....     234,079
 Long-term debt...   1,368,349
 Microwave
 relocation
 obligation.......       2,365
 Other long term
 liabilities......   1,223,740
                    -----------
  Total
  liabilities.....   2,828,533
                    -----------
 Mandatorily
 redeemable
 preferred stock,
 net..............     372,387
                    -----------
 Stockholders'
 equity (deficit)
 Preferred stock..     716,699
 Common stock, net
 of subscriptions
 receivable.......   4,772,038
 Deferred
 compensation.....     (87,189)
 Accumulated
 deficit..........     (47,539)
                    -----------
  Total
  stockholders'
  equity
  (deficit).......   5,354,009
                    -----------
  Total
  liabilities,
  mandatorily
  redeemable
  preferred stock
  and
  stockholders'
  equity
  (deficit).......  $8,554,929
                    ===========
</TABLE>

                                      103
<PAGE>


                      TELECORP-TRITEL HOLDING COMPANY

      UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

                 For the three months ended March 31, 2000

                 ($'s in thousands, except per share data)

                                (unaudited)

<TABLE>
<CAPTION>
                                           Merger                     Contribution and Exchange
                                ----------------------------- ------------------------------------------    Inter-
                                                   Proforma                                   Proforma     Company
                    TeleCorp       Tritel         Adjustments   Indus     Airadigm           Adjustments Eliminations
                   -----------  ------------      ----------- ---------- ----------          ----------- ------------
                   (Note 1a.)    (Note 1b.)        (Note 2)   (Note 1c.) (Note 1d.)           (Note 3)     (Note 4)
<S>                <C>          <C>           <C> <C>         <C>        <C>        <C>      <C>         <C>          <C>
Revenue:
 Service.........  $    36,937  $      6,815        $   --     $    --    $  1,951  3a.(vii)  $ (3,177)     $ --
 Roaming.........       11,452         5,901            --          --         --   3a.(vii)    (1,845)      (362)
 Equipment.......        7,057         2,783            --          --         444  3a.(vii)      (953)       --
                   -----------  ------------        -------    --------   --------            --------      -----
 Total revenue...       55,446        15,499            --          --       2,395              (5,975)      (362)
                   -----------  ------------        -------    --------   --------            --------      -----
Operating
expenses:
 Cost of
 revenue.........       19,026        13,703            --          --         862  3a.(vii)    (2,580)      (362)
 Operations and
 development.....       10,966        20,174            --          693        --   3a.(vii)    (1,884)       --
 Sales and
 marketing.......       34,625        21,883            --           57        210  3a.(vii)    (2,337)       --
 General and
 administrative..       27,276        97,899  2n.     5,625         180      3,315  3a.(vii)      (870)       --
 Depreciation and
 amortization....       23,468        10,551  2q.    59,448         478      2,219  3c.(i)        (112)       --      5c.
                   -----------  ------------        -------    --------   --------            --------      -----
 Total operating
 expenses........      115,361       164,210         65,073       1,408      6,606              (7,783)      (362)
                   -----------  ------------        -------    --------   --------            --------      -----
Operating loss...      (59,915)     (148,711)       (65,073)     (1,408)    (4,211)              1,808        --
Other income
(expense):
 Interest
 expense.........      (16,990)      (14,360) 2i.       258      (2,187)    (3,359) 3c.(ii)       (672)       --      5c.
 Interest income
 and other.......        2,406         8,669            --            5        129                 --         --
                   -----------  ------------        -------    --------   --------            --------      -----
Loss before
income taxes.....      (74,499)     (154,402)       (64,815)     (3,590)    (7,441)              1,136        --
Income tax
benefit..........          --            506            --          --         --                  --         --
                   -----------  ------------        -------    --------   --------            --------      -----
Net loss.........      (74,499)     (153,896)       (64,815)     (3,590)    (7,441)              1,136        --
Accretion of
mandatorily
redeemable
preferred stock..       (7,733)       (2,267)           --          --         --                  --         --
                   -----------  ------------        -------    --------   --------            --------      -----
Net loss
attributable to
common
stockholders.....  $   (82,232) $   (156,163)       (64,815)   $ (3,590)  $ (7,441)           $  1,136      $ --
                   ===========  ============        =======    ========   ========            ========      =====
Net loss
attributable to
common equity per
share
outstanding--
basic and
diluted..........  $     (0.83) $      (1.32)
                   ===========  ============
Weighted average
common equity
shares
outstanding--
basic and
diluted..........   99,556,975   118,135,081
                   ===========  ============
Pro forma net
loss attributable
to common equity
per share--basic
and diluted......
Pro forma
weighted average
common equity
shares
outstanding--
basic and
diluted..........
<CAPTION>
                      Other
                   Transactions    Total
                   ------------ -------------
                     (Note 5)
<S>                <C>          <C>
Revenue:
 Service.........     $  --     $     42,526
 Roaming.........        --           15,146
 Equipment.......        --            9,331
                   ------------ -------------
 Total revenue...        --           67,003
                   ------------ -------------
Operating
expenses:
 Cost of
 revenue.........        --           30,649
 Operations and
 development.....        --           29,949
 Sales and
 marketing.......        --           54,438
 General and
 administrative..        --          133,425
 Depreciation and
 amortization....         20          96,072
                   ------------ -------------
 Total operating
 expenses........         20         344,533
                   ------------ -------------
Operating loss...        (20)       (277,530)
Other income
(expense):
 Interest
 expense.........        (67)        (37,377)
 Interest income
 and other.......        --           11,209
                   ------------ -------------
Loss before
income taxes.....        (87)       (303,698)
Income tax
benefit..........        --              506
                   ------------ -------------
Net loss.........        (87)       (303,192)
Accretion of
mandatorily
redeemable
preferred stock..        --          (10,000)
                   ------------ -------------
Net loss
attributable to
common
stockholders.....     $  (87)   $   (313,192)
                   ============ =============
Net loss
attributable to
common equity per
share
outstanding--
basic and
diluted..........
Weighted average
common equity
shares
outstanding--
basic and
diluted..........
Pro forma net
loss attributable
to common equity
per share--basic
and diluted......     Note 6    $      (1.64)
                                =============
Pro forma
weighted average
common equity
shares
outstanding--
basic and
diluted..........     Note 6     191,403,589
                                =============
</TABLE>

                                      104
<PAGE>


                      TELECORP-TRITEL HOLDING COMPANY
         UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                      For the year ended December 31, 1999
                   ($'s in thousands, except per share data)

                                (unaudited)

<TABLE>
<CAPTION>
                                          Merger                    Contribution and Exchange
                                --------------------------- ------------------------------------------    Inter-
                                                 Proforma                                   Proforma     Company
                    TeleCorp      Tritel        Adjustments   Indus     Airadigm           Adjustments Eliminations
                   -----------  ----------      ----------- ---------- ----------          ----------- ------------
                   (Note 1a.)   (Note 1b.)       (Note 2)   (Note 1c.) (Note 1d.)           (Note 3)     (Note 4)
<S>                <C>          <C>         <C> <C>         <C>        <C>        <C>      <C>         <C>          <C>
Revenue:
 Service.........  $    41,319  $    1,186       $     --    $    339   $  6,000  3a.(vii)  $ (2,978)    $   --
 Roaming.........       29,010       3,421             --         --         --   3a.(vii)    (5,887)     (2,000)
 Equipment.......       17,353       2,152             --         108      1,701  3a.(vii)    (1,749)        --
                   -----------  ----------       ---------   --------   --------            --------     -------
 Total revenue...       87,682       6,759             --         447      7,701             (10,614)     (2,000)
                   -----------  ----------       ---------   --------   --------            --------     -------
Operating
expenses:
 Cost of
 revenue.........       39,259       6,966             --         905      5,073  3a.(vii)    (3,855)     (2,000)
 Operations and
 development.....       35,979      29,113             --         --         --   3a.(vii)    (7,573)        --
 Sales and
 marketing.......       71,180      32,790             --       7,569      1,556  3a.(vii)    (5,581)        --
 General and
 administrative..       92,585     190,539  2n.     22,500        --      11,909  3a.(vii)    (1,905)        --
 Depreciation and
 amortization....       55,110      12,839  2p.    164,862      4,061     10,253  3b.(i)       4,301         --     5c.
 Restructuring
 charges.........          --          --              --      32,000        --                  --          --
                   -----------  ----------       ---------   --------   --------            --------     -------
 Total operating
 expenses........      294,113     272,247         187,362     44,535     28,791             (14,613)     (2,000)
                   -----------  ----------       ---------   --------   --------            --------     -------
Operating loss...     (206,431)   (265,488)       (187,362)   (44,088)   (21,090)              3,999         --
Other income
(expense):
 Interest
 expense.........      (51,313)    (27,200) 2i.        712     (5,944)   (12,583) 3b.(ii)     (2,668)        --     5c.
 Interest income
 and other.......        6,748      16,791             --         109        666                 --          --
                   -----------  ----------       ---------   --------   --------            --------     -------
Loss before
income taxes.....     (250,996)   (275,897)       (186,650)   (49,923)   (33,007)              1,331         --
Income tax
benefit..........          --       28,443             --         533        --                  --          --
                   -----------  ----------       ---------   --------   --------            --------     -------
Net loss.........     (250,996)   (247,454)       (186,650)   (49,390)   (33,007)              1,331         --
Accretion of
mandatorily
redeemable
preferred stock..      (24,124)     (8,918)            --         --         --                  --          --
                   -----------  ----------       ---------   --------   --------            --------     -------
Net loss
attributable to
common
stockholders.....  $  (275,120) $ (256,372)      $(186,650)  $(49,390)  $(33,007)           $  1,331     $   --
                   ===========  ==========       =========   ========   ========            ========     =======
Net loss
attributable to
common equity per
share
outstanding--
basic and
diluted..........  $     (3.58) $   (33.25)
                   ===========  ==========
Weighted average
common equity
shares
outstanding--
basic and
diluted..........   76,895,391   7,710,649
                   ===========  ==========
Pro forma net
loss attributable
to common equity
per share--basic
and diluted......
Pro forma
weighted average
common equity
shares
outstanding--
basic and
diluted..........
<CAPTION>
                      Other
                   Transactions    Total
                   ------------ -------------
                     (Note 5)
<S>                <C>          <C>
Revenue:
 Service.........     $  --     $     45,866
 Roaming.........        --           24,544
 Equipment.......        --           19,565
                   ------------ -------------
 Total revenue...        --           89,975
                   ------------ -------------
Operating
expenses:
 Cost of
 revenue.........        --           46,348
 Operations and
 development.....        --           57,519
 Sales and
 marketing.......        --          107,514
 General and
 administrative..        --          315,628
 Depreciation and
 amortization....         62         251,488
 Restructuring
 charges.........        --           32,000
                   ------------ -------------
 Total operating
 expenses........         62         810,497
                   ------------ -------------
Operating loss...        (62)       (720,522)
Other income
(expense):
 Interest
 expense.........       (255)        (99,251)
 Interest income
 and other.......        --           24,314
                   ------------ -------------
Loss before
income taxes.....       (317)       (795,459)
Income tax
benefit..........        --           28,976
                   ------------ -------------
Net loss.........       (317)       (766,483)
Accretion of
mandatorily
redeemable
preferred stock..        --          (33,042)
                   ------------ -------------
Net loss
attributable to
common
stockholders.....     $ (317)   $   (799,525)
                   ============ =============
Net loss
attributable to
common equity per
share
outstanding--
basic and
diluted..........
Weighted average
common equity
shares
outstanding--
basic and
diluted..........
Pro forma net
loss attributable
to common equity
per share--basic
and diluted......     Note 6    $      (4.74)
                                =============
Pro forma
weighted average
common equity
shares
outstanding--
basic and
diluted..........     Note 6     168,742,005
                                =============
</TABLE>

                                      105
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                         COMBINED FINANCIAL STATEMENTS

                 ($'s in thousands, except per share data)

1. HISTORICAL FINANCIAL INFORMATION

1a. Represents the historical consolidated balance sheet and consolidated
statement of operations of TeleCorp.

1b. Represents the historical consolidated balance sheet and consolidated
statement of operations of Tritel adjusted for certain reclassifications that
have been made to conform to TeleCorp's financial statement presentation. These
reclassifications do not materially impact Tritel's results of operations or
financial position.

1c. Represents the historical balance sheet and statement of operations of
Indus adjusted for certain reclassifications that have been made to conform to
TeleCorp's financial statement presentation. These reclassifications do not
materially impact Indus' results of operations or financial position.

1d. Represents the historical balance sheet and statement of operations of
Airadigm adjusted for certain reclassifications that have been made to conform
to TeleCorp's financial statement presentation. These reclassifications do not
materially impact Airadigm's results of operations or financial position.

2. MERGER

   On February 28, 2000, TeleCorp agreed to merge with Tritel through a merger
of each of TeleCorp and Tritel into a newly formed subsidiary of TeleCorp-
Tritel Holding Company "Holding Company". The merger will result in the
exchange of 100% of the outstanding common and preferred stock of TeleCorp and
Tritel for common and preferred stock of Holding Company. The new entity will
be controlled by TeleCorp's voting preference common stockholders, and TeleCorp
and Tritel will become subsidiaries of Holding Company.

   The Merger will be accounted for using the purchase method of accounting.
The purchase price for Tritel will be determined based on the fair value of the
shares issued to the former shareholders of Tritel plus cash, the fair value
associated with the conversion of outstanding Tritel stock options, liabilities
assumed, and merger related costs. The fair value of the shares issued will be
determined based on the market price of TeleCorp's Class A common stock, which
is publicly traded, and, for those shares that do not have a readily available
market price, through valuation by an investment banking firm. The purchase
price for this transaction will be allocated to the assets acquired based on
their estimated fair values as determined by a valuation services company. The
excess of the purchase price over the assets acquired will be recorded as
goodwill and amortized over 20 years.

   The proposed merger has been unanimously approved by TeleCorp's and Tritel's
board of directors, with three of TeleCorp's directors abstaining. In addition,
shareholders with greater than 50% of the voting power of each company have
agreed to vote in favor of the merger. The Merger is subject to regulatory
approval and other conditions and is expected to close in the last quarter of
2000.

   The unaudited pro forma condensed combined balance sheet and unaudited pro
forma condensed combined statements of operations have been adjusted for the
Merger which includes Holding Company's acquisition of Tritel in exchange for
stock in Holding Company. The Merger will result in an allocation of the
purchase price to the tangible and intangible assets and liabilities of Tritel.
Such allocation reflects the estimated fair value of the assets and liabilities
acquired by Holding Company based upon information available at the date of the
preparation of the accompanying unaudited pro forma condensed combined
financial statements. Such allocations will be adjusted upon the final
determination of such fair values. Management is not aware of any circumstance
that would cause the final purchase price allocation to be significantly
different from that which is reflected in the accompanying pro forma condensed
combined balance sheet. However, actual valuations and allocation may differ
from those reflected herein. The aggregate purchase price was calculated as
follows:

                                      106
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)


<TABLE>
<S>                                                               <C>
Tritel common shares outstanding -- Note 2a......................  107,005,121
Tritel common stock exchange ratio per share -- Note 2b..........         0.76
Equivalent Holding Company trading common shares.................   81,323,891
Tritel conversion price -- Note 2c............................... $      47.84
                                                                  ------------
Subtotal (1)..................................................... $  3,890,535
                                                                  ------------
Tritel non-trading common shares outstanding -- Note 2d..........       63,432
Tritel common stock exchange ratio per share -- Note 2b..........         0.76
Equivalent Holding Company non-trading common shares.............       48,208
Tritel conversion price -- Note 2f............................... $      31.10
                                                                  ------------
Subtotal (2)..................................................... $      1,499
                                                                  ------------
Tritel Series A convertible preferred stock outstanding..........       90,668
Tritel Series A convertible preferred stock exchange ratio per
 share -- Note 2e................................................         1.00
Equivalent Holding Company convertible preferred shares..........       90,668
Tritel conversion price -- Note 2f............................... $   1,118.53
                                                                  ------------
Subtotal (3)..................................................... $    101,415
                                                                  ------------
Tritel Series D preferred stock -- Note 2g. (4).................. $    716,550
                                                                  ------------
Fair value of Tritel shares exchanged for Holding Company shares
 (items (1) through (4))......................................... $  4,709,999
Cash consideration -- Note 2h.(i)................................ $     10,000
Fair value of liabilities of Tritel at March 31, 2000 -- Note
 2i..............................................................      684,612
Option conversion costs -- Note 2j...............................       75,496
Put right -- Note 2h.(ii)........................................       10,000
Merger related costs -- Note 2k..................................       28,000
Assumed deferred tax liability -- Note 2l........................    1,064,479
                                                                  ------------
Total consideration.............................................. $  6,582,586
Less: Fair value of assets acquired:
    Fair value of tangible assets of Tritel -- Note 2m........... $    848,690
    Fair value of PCS licenses -- Note 2m........................    2,942,200
    Fair value of AT&T operating agreements -- Note 2m...........      409,200
    Fair value of other intangibles -- Note 2m...................       73,600
    Deferred compensation -- Note 2n.............................       45,000
                                                                  ------------
    Goodwill -- Note 2o.......................................... $  2,263,896
                                                                  ============

2a. Tritel common shares outstanding used for purposes of this pro forma
presentation are as of February 28, 2000, the date of the announcement. The
common shares outstanding of Tritel for purposes of this pro forma include all
shares that will be converted into Holding Company trading Class A common
shares as follows:

  Tritel Class A voting common stock.............................   97,798,181
  Tritel Class B non voting common stock.........................    2,927,120
  Tritel Class C voting/non voting common stock (i)..............    1,366,644
  Tritel Class D voting/non voting common stock (ii).............    4,913,176
                                                                  ------------
  Total Tritel common shares outstanding.........................  107,005,121
                                                                  ============
</TABLE>


                                      107
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)

  (i)  The terms of the Merger agreement provide that all of the outstanding
       shares of Tritel Class C common stock will be converted into Holding
       Company Class A common stock and Holding Company Class E common stock
       at a ratio of 1.00 to 0.7524 and 1.00 to 0.0076, respectively. Note
       that only the Tritel Class C common shares converted to Holding
       Company Class A common stock are included in this chart as they are
       considered Holding Company trading common shares. The Tritel Class C
       common stock converted into Holding Company Class E common stock are
       included in the chart below (2d.) as Holding Company non-trading
       common stock.

  (ii)  The terms of the Merger agreement provide that all of the outstanding
        shares of Tritel Class D common stock will be converted into Holding
        Company Class A common stock and Holding Company Class F common stock
        at a ratio of 1.00 to 0.7524 and 1.00 to 0.0076, respectively. Note
        that only the Tritel Class D common shares converted to Holding
        Company Class A common stock are included in this chart as they are
        considered Holding Company non-trading common shares. The Tritel
        Class D common stock converted into Holding Company Class F common
        stock are included in the chart below (2d.) as Holding Company non-
        trading common stock.

2b. The terms of the Merger agreement provide that the Tritel exchange ratio
for shares of Holding Company common stock shall be 1.00 to 0.76.

2c. The conversion price is based on TeleCorp's Class A public trading
securities two days before, the day of and two days after the date of the
announcement.

2d.  Tritel non-trading common shares outstanding used for purposes of this pro
forma presentation are as of February 28, 2000, the date of the announcement.
The non-trading common shares outstanding of Tritel for purposes of this pro
forma presentation include all shares that will be converted into Holding
Company non-trading common shares and consist of the following:

<TABLE>
   <S>                                                                    <C>
   Tritel Class C voting/nonvoting common stock (i)...................... 13,804
   Tritel Class D voting/nonvoting common stock (ii)..................... 49,628
                                                                          ------
   Total Tritel non-trading common stock outstanding..................... 63,432
                                                                          ======
</TABLE>

  (i)  The terms of the Merger agreement provide that all of the outstanding
       shares of Tritel Class C common stock will be converted into Holding
       Company Class A common stock and Holding Company Class E common stock
       at a ratio of 1.00 to 0.7524 and 1.00 to 0.0076, respectively. Note
       that only the Tritel Class C common shares converted to Holding
       Company Class E common stock are included in this chart as they are
       considered Holding Company non-trading common shares.

  (ii)   The terms of the Merger agreement provide that all of the
        outstanding shares of Tritel Class D common stock will be converted
        into Holding Company Class A common stock and Holding Company Class F
        common stock at a ratio of 1.00 to 0.7524 and 1.00 to 0.0076,
        respectively. Tritel Class D common shares converted to Holding
        Company Class F common stock are included in this chart as they are
        considered Holding Company non-trading common shares.

2e. The terms of the Merger provide that all of the outstanding Series A
convertible preferred shares of Tritel will be converted into Series B
convertible preferred shares of Holding Company at the exchange rate of 1.00 to
1.00.

2f. The conversion price is based on an independent valuation performed by an
investment banker.

2g. The terms of the agreement provide that all of the outstanding Series D
preferred shares of Tritel will be converted into Series G preferred shares of
Holding Company at the exchange ratio of 1.00 to 0.76. Based on

                                      108
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)

the Holding Company stockholders agreement, each share of Series G preferred
stock can be immediately converted into 14,971,876 shares of Holding Company
Class A common stock and 9,494 shares of Holding Company Class F common stock.
For purposes of this pro forma presentation the Tritel Series D preferred stock
has been valued based on the number of Holding Company Class A common shares
and Holding Company Class F common shares into which the shares will be
ultimately converted.

<TABLE>
<CAPTION>
                             Holding Company   Holding Company   Total value of
 Tritel Series D preferred   Class A trading Class F non-trading Tritel Series D
           stock              common stock      common stock     preferred stock
 -------------------------   --------------- ------------------- ---------------
 <S>                         <C>             <C>                 <C>
 46,374 shares:
 Pro forma shares
  converted................    14,971,876            9,494
 Tritel conversion price
  (note 2c and note 2f)....    $    47.84          $ 31.10
                               ----------          -------
                               $  716,255          $   295          $ 716,550
                               ==========          =======          =========
</TABLE>

2h. Tritel voting preference common stock

  (i)  The terms of the Merger provide that all of the outstanding shares of
       Tritel voting preference common stock owned by E. B. Martin, Jr. shall
       be converted into and become exchangeable for an aggregate amount of
       $10,000 in cash.

  (ii)  The terms of the Merger provide that all of the outstanding shares of
        Tritel voting preference common stock owned by William M. Mounger, II
        shall be converted to 3 shares of Holding Company voting preference
        common stock. Furthermore, Mr. Mounger received a put right (the "Put
        Right") to sell his 3 shares of Holding Company voting preference
        common stock for $10,000 at any time after the first anniversary of
        the closing of the Merger.

2i. Represents the fair value of Tritel debt, increasing Tritel's historic
balance by $16,160 using TeleCorp's incremental borrowing rate of 11.1% at
February 28, 2000, the date of the announcement. A reduction of interest
expense of $712 was recorded as an adjustment to the unaudited pro forma
condensed combined statement of operations for the year ended December 31, 1999
to reflect the interest expense related to the incremental debt as if the
Merger had occurred on January 1, 1999. A reduction of interest expense of $258
was recorded as an adjustment to the unaudited pro forma condensed combined
statement of operations for the three months ended March 31, 2000 to reflect
the interest expense related to the incremental debt as if the Merger had
occurred on January 1, 1999.

2j. Represents the fair value, based on a Black-Scholes valuation, associated
with the conversion of outstanding Tritel stock options to equivalent stock
options of Holding Company at the time of the agreement based on the number of
Tritel stock options outstanding and the closing market price of TeleCorp as of
February 28, 2000, the date of the announcement. At the closing of the Merger,
each outstanding and unexercised option to purchase shares of Tritel's common
stock will be converted into an option to purchase shares of Holding Company
common stock. The estimated fair value of these options has been recorded as
additional purchase price.

2k. Anticipated costs of the transactions to Holding Company have been included
as additional purchase price and are:

<TABLE>
   <S>                                                                  <C>
   Investment banking fees............................................. $18,000
   Legal, accounting and printing fees................................. $ 8,000
   Other costs......................................................... $ 2,000
                                                                        -------
   Total transaction cost.............................................. $28,000
                                                                        =======
</TABLE>

                                      109
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)

2l. A deferred tax liability has been recorded for the differences between the
estimated fair value and tax bases of the Tritel assets acquired and
liabilities assumed. The Merger is being accounted for using the purchase
method while for tax purposes, the merger is a tax free business combination.
The effective tax rate reflects TeleCorp's composite federal and state income
tax rate (net of federal tax benefit). The deferred tax liability has been
calculated as follows:

<TABLE>
<CAPTION>
                                                           Tax     Temporary
                                             Fair value   Basis    Difference
                                             ----------  --------  ----------
     <S>                                     <C>         <C>       <C>
     Property and equipment................. $  292,215  $289,107  $    3,108
     PCS licenses...........................  2,942,200    91,307   2,850,893
     Identifiable intangible assets.........    482,800    28,941     453,859
     Long-term debt.........................   (580,643) (547,500)    (33,143)
     Deferred compensation..................     45,000       --       45,000
     Net operating losses...................        --    113,831    (113,831)
                                             ----------  --------  ----------
     Total.................................. $3,181,572  $(24,314) $3,205,886
                                             ==========  ========
     Effective tax rate.....................                               38%
                                                                   ----------
     Net deferred tax liability.............                       $1,218,237
     Tritel historical net deferred tax
      liability.............................                          (25,199)
     Reversal of TeleCorp historical
      valuation allowance...................                         (128,559)
                                                                   ----------
     Net deferred tax liability related to
      merger................................                       $1,064,479
                                                                   ==========
</TABLE>

2m. The fair value (based on an independent valuation performed by a valuation
services company) of Tritel's PCS licenses, AT&T operating agreements and other
intangible and tangible assets received by Holding Company as part of the
Merger are as follows:

<TABLE>
   <S>                                                               <C>
   PCS licenses..................................................... $2,942,200
   AT&T operating agreements........................................    409,200
   Other assets.....................................................    848,690
   Subscriber list..................................................     73,600
                                                                     ----------
   Total fair value of assets acquired by Holding Company........... $4,273,690
                                                                     ==========
</TABLE>

   PCS licenses being acquired have an estimated fair value of $2,942,200. As
Tritel did not commence service in its BTAs until September 1999, a pro forma
adjustment has been made to the unaudited pro forma condensed combined
statement of operations for the year ended December 31, 1999 to record four
months of amortization expense totaling $22,835 on these licenses. A pro forma
adjustment has been made to the unaudited pro forma condensed combined
statement of operations for the three months ended March 31, 2000 to record
three months of amortization expense totaling $17,119 on these licenses.

   AT&T operating agreements (Network Membership License, Exclusivity, and
Roaming) being acquired have an estimated fair value of $409,200. The summary
of the characteristics of the AT&T operating agreements historically held by
Tritel and obtained by Holding Company is included in Note 4a. The amortization
of the Network Membership License Agreement will occur over its term of five
years. A pro forma adjustment of $15,400 is included as amortization expense in
the unaudited pro forma condensed combined statement of operations for the year
ended December 31, 1999 to reflect the effect of the Merger as if

                                      110
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)

it had occurred on January 1, 1999. A pro forma adjustment of $3,850 is
included as amortization expense in the unaudited pro forma condensed combined
statement of operations for the three months ended March 31, 2000 to reflect
the effect of the Merger as if it had occurred on January 1, 1999. The
amortization of the Exclusivity and Roaming Agreements will commence once PCS
service is provided in the related BTAs. As Tritel did not commence service in
these BTAs until September 1999, amortization expense has been recorded on the
Exclusivity and Roaming agreements in the unaudited pro forma condensed
combined statement of operations for the year ended December 31, 1999 for four
months totaling $7,440. Amortization expense has been recorded on the
Exclusivity and Roaming agreements in the unaudited pro forma condensed
combined statement of operations for the three months ended March 31, 2000 for
three months totaling $5,580.

   Subscriber list held by Tritel has an estimated fair value of $73,600. The
subscriber list has an estimated life of four years. As Tritel did not commence
service in its BTAs until September 1999, amortization expense has been
recorded on the subscriber list in the unaudited pro forma condensed combined
statement of operations for the year ended December 31, 1999 for four months
totaling $6,133. Amortization expense has been recorded on the subscriber list
in the unaudited pro forma condensed combined statement of operations for the
three months ended March 31, 2000 for three months totaling $4,600.

2n. Represents unvested restricted stock awards granted by Holding Company in
exchange for restricted stock awards held by certain employees of Tritel which
have been included in the purchase price. However, since service is required
subsequent to the consummation date of the merger in order to vest the
replacement restricted stock awards, $45,000 of the intrinsic value of the
unvested awards has been allocated to deferred compensation to be recognized
over a two year period. For the year ended December 31, 1999 and the three
months ended March 31, 2000, $22,500 and $5,625, of compensation has been
recorded respectively.

2o. Goodwill

   The goodwill associated with the Merger of $2,263,896 is recorded as a pro
forma adjustment to the unaudited pro forma combined condensed balance sheet as
of March 31, 2000. Amortization of goodwill over a twenty year period results
in a pro forma adjustment of $28,299 in the unaudited pro forma condensed
combined statement of operation for the three months ended March 31, 2000 as if
the Merger occurred on January 1, 1999. Amortization of the December 31, 1999
goodwill of $2,261,073 results in a pro forma adjustment of $113,054 in the
unaudited pro forma condensed combined statement of operation for the year
ended December 31, 1999 as if the merger occurred on January 1, 1999.

2p. Summary of Merger adjustments to the unaudited pro forma condensed combined
statement of operations for the year ended December 31, 1999.

   The following table sets forth the depreciation and amortization pro forma
adjustment as presented on the unaudited pro forma condensed combined statement
of operations for the year ended December 31, 1999 related to the Merger:

<TABLE>
   <S>                                                        <C>      <C>
   Pro forma merger adjustment to amortization expense
   Amortization of:
     PCS licenses............................................ Note 2m. $ 22,835
     Network Membership License agreement.................... Note 2m.   15,400
     Exclusivity and Roaming agreements...................... Note 2m.    7,440
     Subscriber list......................................... Note 2m.    6,133
     Goodwill................................................ Note 2o.  113,054
                                                                       --------
                                                                       $164,862
                                                                       ========
</TABLE>

                                      111
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)

2q. Summary of Merger adjustments to the unaudited pro forma condensed combined
statement of operations for the three months ended March 31, 2000.

   The following table sets forth the depreciation and amortization pro forma
adjustment as presented on the unaudited pro forma condensed combined statement
of operations for the three months ended March 31, 2000 related to the Merger:

<TABLE>
   <S>                                                <C>         <C>
   Pro forma merger adjustment to amortization
    expense:
     PCS licenses.................................... Note 2m.    $   17,119
     Network Membership License agreement............ Note 2m.         3,850
     Exclusivity and Roaming agreements.............. Note 2m.         5,580
     Subscriber list................................. Note 2m.         4,600
     Goodwill........................................ Note 2o.        28,299
                                                                  ----------
                                                                     $59,448
                                                                  ==========

2r. Summary of Merger adjustments to the unaudited pro forma condensed combined
balance sheet at March 31, 2000.

   The following tables set forth the summary of pro forma adjustments as
presented on the unaudited pro forma condensed combined balance sheet at March
31, 2000 related to the Merger:

     (i) Cash

   Pro forma Merger adjustment to cash
     Cash consideration.............................. Note 2h.(i) $  (10,000)
     Transaction related costs....................... Note 2k.       (28,000)
                                                                  ----------
                                                                  $  (38,000)
                                                                  ==========

     (ii) PCS licenses

   Pro forma Merger adjustment to PCS licenses
     Fair value...................................... Note 2m.    $2,942,200
     Historic cost of Tritel......................... Note 1b.      (203,107)
                                                                  ----------
                                                                  $2,739,093
                                                                  ==========

     (iii) Intangible assets

   Pro forma Merger adjustment to intangible assets
     Fair value -- AT&T operating agreements......... Note 2m.    $  409,200
     Subscriber list................................. Note 2m.        73,600
     Historic cost of Tritel......................... Note 1b.       (58,077)
                                                                  ----------
                                                                  $  424,723
                                                                  ==========
</TABLE>

                                      112
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)


     (iv) Other long term payables

<TABLE>
   <S>                                           <C>                <C>
   Pro forma Merger adjustment to other long
    term payables
     Deferred tax liability....................  Note 2l.           $1,064,479
     William M. Mounger II put right...........  Note 2h.(ii)           10,000
                                                                    ----------
                                                                    $1,074,479
                                                                    ==========

     (v) Redeemable preferred stock

   Pro forma Merger adjustment to redeemable
    preferred stock
     Fair value -- redeemable preferred stock..  Note 2 subtotal(3) $  101,415
     Historic cost of Tritel...................  Note 1b.             (101,853)
                                                                    ----------
                                                                    $     (438)
                                                                    ==========

     (vi) Preferred stock

   Pro forma Merger adjustment to preferred
    stock
     Fair value -- preferred stock.............  Note 2g.           $  716,550
     Historic cost of Tritel...................  Note 1b.              (46,374)
                                                                    ----------
                                                                    $  670,176
                                                                    ==========

     (vii) Common stock

   Pro forma Merger adjustment to common stock
     Fair value -- common stock................  Note 2 subtotal(1) $3,890,535
     Fair value -- common stock................  Note 2 subtotal(2)      1,499
     Fair value -- option conversion cost......  Note 2j.               75,496
     Historic cost of Tritel...................  Note 1b.             (720,634)
                                                                    ----------
                                                                    $3,246,896
                                                                    ==========
</TABLE>

3. CONTRIBUTION AND EXCHANGE

   In connection with the Merger, AT&T has agreed to contribute certain assets
and rights to Holding Company (the Contribution). The Contribution will result
in Holding Company acquiring various assets in exchange for the consideration
issued as follows:

   Holding Company acquires:

  .  $20,000 cash from AT&T Wireless Services

  .  The right to acquire all of the common and preferred stock of Indus.

  .  The right to acquire additional wireless properties and assets from
     Airadigm.

  .  The two year extension and expansion of the AT&T network membership
     license agreement to cover all people in Holding Company's markets.

                                      113
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)


   Consideration issued:

  .  9,272,740 shares of Class A common stock of Holding Company formed from
     the Tritel merger to AT&T Wireless Services.

   Separately, AT&T Wireless and TeleCorp entered into an Asset Exchange
Agreement pursuant to which TeleCorp has agreed to exchange certain assets with
AT&T Wireless, among other consideration. TeleCorp is receiving certain
consideration in exchange for assets as follows:

   TeleCorp acquires:

  .  $80,000 in cash from AT&T Wireless less $5,100 and $6,868 paid to
     Polycell and ABC Wireless, respectively, on behalf of TeleCorp by AT&T
     Wireless.

  .  AT&T Wireless' 10 MHZ PCS licenses in the areas covering part of the
     Wisconsin market, in addition to adjacent licenses and AT&T Wireless
     10MHZ licenses in Fort Dodge and Waterloo, Iowa.

  .  PCS licenses from Polycell.

  .  PCS licenses from ABC Wireless.

   Consideration issued:

  .  The Holding Company's New England market segment to AT&T Wireless.

   Further, AT&T has agreed to extend the term of the roaming agreement and to
expand the geographic coverage of the AT&T operating agreements with Telecorp
to include the new markets, either through amending Telecorp's existing
agreements or by entering into new agreements with Holding Company on
substantially the same terms as Telecorp's existing agreements. In addition,
TeleCorp has granted AT&T Wireless a "right of first refusal" with respect to
certain markets transferred by AT&T Wireless Services or AT&T Wireless
triggered in the event of a sale of Holding Company to a third party.

   These unaudited pro forma combined condensed financial statements are
presented as if TeleCorp exercised its rights to purchase Indus and Airadigm.
As such, the following incremental consideration will be given by TeleCorp in
exercising the right to purchase Indus and Airadigm:

  .  $34,688 in cash to the shareholders of Indus.

  .  An assumption of Indus' debt and other liabilities of $97,174.

  .  $74,000 in cash to Airadigm.

  .  An assumption of Airadigm's debt and other liabilities of $65,127.

   The Contribution and Exchange from AT&T will be accounted for as an asset
purchase and disposition and recorded at fair value. The purchase price will be
determined based on cash paid, the fair value of the Class A common stock
issued, and the fair value of the assets relinquished. The purchase price will
be proportionately allocated to the noncurrent assets acquired based on their
estimated fair values. A gain is recognized as the difference between the fair
value of the New England assets disposed and their net book value.

   For purposes of these unaudited pro forma combined condensed financial
statements, Holding Company exercised its rights to purchase Indus and Airadigm
based on incremental cash paid and liabilities assumed

                                      114
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)

based on their estimated fair values. These transactions will be accounted for
as asset purchases. The purchase price will be allocated to the assets acquired
based on their estimated fair values.

3a. Cost Basis of Assets Received and Gain on Disposal of New England
Operations

   The cost basis of assets received is based on the fair value of the assets
relinquished:

   Fair value of Holding Company consideration issued

<TABLE>
   <S>                                                              <C>
   Holding Company Class A common stock given to AT&T (i).......... $  479,864
   Fair value of the TeleCorp New England assets transferred to
    AT&T (ii)......................................................    434,900
   Cash paid to Indus (iii)........................................     34,688
   Assumption of Indus' debt and other liabilities (iv)............     97,174
   Cash paid to Airadigm (v).......................................     74,000
   Assumption of Airadigm's debt and other liabilities (vi)........     65,127
   Cash paid to ABC Wireless.......................................      6,868
   Cash paid to Polycell...........................................      5,100
   Assumption of deferred tax liability............................    100,690
                                                                    ----------
     Total fair value.............................................. $1,298,411
                                                                    ==========
</TABLE>

   A gain is recognized as the difference between the fair value of the assets
relinquished related to TeleCorp New England assets transferred to AT&T and
those assets' net book value.

<TABLE>
   <S>                                                               <C>
   Fair value of the New England assets transferred to AT&T (ii).... $434,900
   Net book value of the New England assets transferred to AT&T
    (vii)...........................................................  (76,644)
                                                                     --------
   Gain on disposal of New England assets (viii).................... $358,256
                                                                     ========
</TABLE>

                                      115
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)


   The contribution and the exchange represent the purchase of assets and the
disposition of a business. This transaction is accounted for at fair value for
book purposes. For tax purposes, these transactions are primarily tax-free and
recorded at historical cost. Therefore, this represents an asset purchase
whereby the fair value of acquired assets differs from the tax basis of the
assets resulting in an adjustment to the carrying amount of the acquired assets
and a deferred tax liability of $100,690.

   The purchase price will be allocated to the assets acquired based on their
estimated fair values. The following table sets forth the fair values of the
assets received:

<TABLE>
   <S>                                                               <C>
   Fair value of assets Holding Company received
   Cash from AT&T..................................................  $  100,000
   Cash from historic financial statements of Indus (Note 1c.).....         335
   Cash from historic financial statements of Airadigm (Note 1d.)..       1,351
   Accounts receivable from historic financial statements of
    Airadigm (Note 1d.)............................................         818
   PCS licenses from AT&T (ix).....................................     191,554
   AT&T network membership license agreement extension (x).........     165,000
   AT&T operating agreements (xi)..................................     118,400
   PCS license from ABC Wireless, at cost (xii)....................       6,868
   PCS licenses from Polycell, at cost (xii).......................       5,100
   PCS licenses from Airadigm (xiii)...............................     330,000
   PCS licenses from Indus (xiv)...................................     225,200
                                                                     ----------
     Total fair value of assets received...........................  $1,144,626
                                                                     ==========
</TABLE>

                                      116
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)


   The difference of the fair value of the assets acquired as compared to the
consideration is allocated to increase proportionately the values assigned to
non-current assets in determining their cost basis. The following table sets
forth the difference of fair value of assets received as compared to the cost
and related increase to non-current assets.

<TABLE>
   <S>                                                               <C>
   Total fair value of consideration issued........................  $1,298,411
   Total fair value of assets Holding Company received.............  $1,144,626
                                                                     ----------
   Difference......................................................  $  153,785
                                                                     ==========

   Proportionate allocation increasing the fair value of noncurrent
    assets received

   PCS licenses from AT&T (ix).....................................  $   28,595
   AT&T network membership license agreement extension (x).........      24,632
   AT&T operating agreements (xi)..................................      17,675
   PCS license from ABC Wireless, at cost (xii)....................         --
   PCS licenses from Polycell, at cost (xii).......................         --
   PCS licenses from Airadigm (xiii)...............................      49,264
   PCS licenses from Indus (xiv)...................................      33,619
                                                                     ----------
       Increase in fair value of non-current assets................  $  153,785
                                                                     ==========

   Basis of assets Holding Company received

   Cash (from AT&T and historic basis of Indus and Airadigm).......  $  101,686
   Accounts receivable (historical basis of Airadigm)..............         818
   PCS licenses from AT&T (ix).....................................     220,150
   AT&T network membership license agreement extension (x).........     189,632
   AT&T operating agreements (xi)..................................     136,075
   PCS license from ABC Wireless, at cost (xii)....................       6,868
   PCS licenses from Polycell, at cost (xii).......................       5,100
   PCS license from Airadigm (xiii)................................     379,263
   PCS licenses from Indus (xiv)...................................     258,819
                                                                     ----------
     Total basis of assets Holding Company received................  $1,298,411
                                                                     ==========
</TABLE>

   The unaudited pro forma condensed combined balance sheet and the unaudited
pro forma condensed combined statements of operations have been adjusted for
the Contribution and Exchange.

     (i) Holding Company class A common stock given to AT&T

     Holding Company will issue 9,272,740 shares of class A common stock with
  a fair value of $479,864 as determined by TeleCorp's class A public trading
  securities on March 31, 2000 which were priced at $51.75 per share. As this
  is an asset purchase, the fair value of the stock issued will be measured
  upon close.

                                      117
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)


     (ii) Fair value of the TeleCorp New England assets transferred to AT&T

     Holding Company will issue to AT&T the New England market segment with a
  fair value of $434,900 as determined by an independent appraiser. The table
  below sets forth the components of the value as appraised:

<TABLE>
   <S>                                                                 <C>
   PCS licenses....................................................... $333,800
   Property and equipment.............................................   79,000
   Subscriber list....................................................   22,100
                                                                       --------
                                                                       $434,900
                                                                       ========
</TABLE>

     (iii) Cash paid to Indus

     For the purposes of the unaudited pro forma condensed combined financial
  statements, we assume the right to purchase Indus was exercised. Of the
  cash consideration to Indus, $4,000 may be paid as common stock at the
  option of Indus. For the purpose of the pro forma combined financial
  statements it was assumed this consideration was paid in cash.

     (iv) Assumption of Indus' debt and other liabilities

     For the purposes of the unaudited pro forma condensed combined financial
  statements, we assume the right to purchase Indus was exercised. The fair
  value of Indus long term debt is $80,129, net of a discount of $8,152 using
  TeleCorp's incremental borrowing rate of 11.1% at February 28, 2000. The
  fair value of other liabilities assumed by Holding Company from Indus
  totaled $17,045. Interest expense of $1,237 and $314 was recorded as an
  adjustment to the unaudited pro forma condensed combined statement of
  operations for the year ended December 31, 1999 and the three months ended
  March 31, 2000, respectively, to reflect the amortization of the debt
  discount as if the Contribution and Exchange had occurred on January 1,
  1999.

     (v) Cash paid to Airadigm

     For the purposes of the unaudited pro forma condensed combined financial
  statements, we assume the right to purchase Airadigm was exercised.

     (vi) Assumption of Airadigm's debt and other liabilities

     For the purposes of the unaudited pro forma condensed combined financial
  statements, we assume the right to purchase Airadigm was exercised. In
  consideration to Airadigm for assets received as part of the Contribution,
  Holding Company will pay Airadigm cash and assume long term debt of
  $54,842, net a discount of $9,432 and current liabilities with a fair value
  of approximately $10,285. Interest expense of $1,431 and $358 was recorded
  as an adjustment to the unaudited pro forma condensed combined statement of
  operations for the year ended December 31, 1999 and the three months ended
  March 31, 2000, respectively, to reflect the amortization of the debt
  discount as if the Contribution and Exchange had occurred on January 1,
  1999.

                                      118
<PAGE>

                    NOTES TO UNAUDITED PRO FORMA CONDENSED
                  COMBINED FINANCIAL STATEMENTS--(continued)

                ($'s in thousands, except per share data)


     (vii) Net book value of the New England assets transferred to AT&T

     The following table sets forth the historical carrying cost of New
  England's assets at March 31, 2000

<TABLE>
   <S>                                                                  <C>
   PCS licenses........................................................ $15,848
   Property and equipment..............................................  57,265
   AT&T operating agreements...........................................   3,531
                                                                        -------
                                                                        $76,644
                                                                        =======
</TABLE>

   Property and equipment

   Property and equipment consist of the wireless network, computer equipment,
internal use software, furniture, fixtures, office equipment and leasehold
improvements related to the Holding Company's New England market. The net book
value of the assets recorded in TeleCorp's historical financial statements as
of March 31, 2000 was reduced as a pro forma adjustment to reflect the
disposition as if it had occurred on March 31, 2000. The related depreciation
expense incurred by Telecorp and recorded in TeleCorp's historical financial
statements for the year ended December 31, 1999 and the three months ended
March 31, 2000 was reduced as a pro forma adjustment to reflect the
disposition as if it had occurred on January 1, 1999.

   PCS licenses

   The four PCS licenses conveyed to AT&T are 20 megahertz (MHz) PCS licenses
in Manchester, NH, Worcester, Rockingham and, Stafford County and Hyannis, MA.
These licenses are currently being amortized over a 40 year life. The net book
value of the licenses recorded in TeleCorp's historical balance sheet as of
March 31, 2000 was reduced as a pro forma adjustment to reflect the
disposition as if it had occurred on March 31, 2000. The related amortization
incurred by TeleCorp was reduced in the statements of operations for the year
ended December 31, 1999 and the three months ended March 31, 2000 to reflect
the disposition as if it had occurred on January 1, 1999.

   AT&T operating agreements

   In January 1998, TeleCorp entered into a Securities Purchase Agreement with
AT&T Wireless and TWR Cellular, Inc. whereby TeleCorp, in exchange for
securities and cash, received licenses and operating agreements from AT&T. The
total value of the operating agreements was allocated to each of TeleCorp's
regions based on POP's.

   In connection with this Exchange, as a pro forma adjustment, we removed the
net book value of each of the agreements from Holding Company's balance sheet
and removed $6,766 and $235 from the Holding Company's statements of
operations for the year ended December 31, 1999 and the three months ended
March 31, 2000, respectively.

Historical results of operations of New England BTAs

   Services, roaming, and equipment revenues of $2,978, $5,887 and $1,749,
respectively, for the year ended December 31, 1999 recorded in TeleCorp's
historical financial statements have been eliminated as pro forma adjustments
to reflect the disposition of the BTAs underlying assets as if it had occurred
on January 1, 1999.

                                      119
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)


   Cost of revenue, operations and development expense, selling and marketing,
general and administration expenses, and depreciation and amortization of
$3,855, $7,573, $5,581, $1,905 and $6,766 respectively, for the year ended
December 31, 1999 recorded in TeleCorp's historical financial statements have
been eliminated as pro forma adjustments to reflect the disposition of the BTAs
underlying assets as if it had occurred on January 1, 1999.

   Services, roaming, and equipment revenues of $3,177, $1,845 and $953,
respectively, for the three months ended March 31, 2000 recorded in TeleCorp's
historical financial statements have been eliminated as pro forma adjustments
to reflect the disposition of the BTAs underlying assets as if it had occurred
on January 1, 1999.

   Cost of revenue, operations and development expense, selling and marketing,
general and administration expenses, and depreciation and amortization of
$2,580, $1,884, $2,337, $870 and $2,991 respectively, for the three months
ended March 31, 2000 recorded in TeleCorp's historical financial statements
have been eliminated as pro forma adjustments to reflect the disposition of the
BTAs underlying assets as if it had occurred on January 1, 1999.

     (viii) Gain on disposal of New England operations

     The gain on the disposal of New England assets of $358,256 is presented
  in the unaudited pro forma condensed combined balance sheet as if the
  transaction had occurred on March 31, 2000. The gain is not included in the
  unaudited pro forma condensed combined statement of operations for the year
  ended December 31, 1999 or the unaudited pro forma condensed combined
  statement of operations for the three months ended March 31, 2000 as if the
  transaction had occurred on January 1, 1999 due to its non-recurring
  nature.

     (ix) PCS licenses from AT&T

     Holding Company acquired PCS licenses from AT&T; 14 D-Block 10 MHz and
  one E-Block 10 MHz located in Wisconsin, Michigan and Iowa that have a
  total fair value of $191,554. As part of the proportionate increase in the
  fair value due to the difference of consideration given, PCS licenses from
  AT&T were increased $28,595. The cost basis of the PCS licenses from AT&T
  are recorded in the unaudited pro forma condensed combined balance sheet at
  $220,150.

     As Holding Company is not planning to commence service in these BTAs
  within the twelve months following the February 28, 2000 announcement,
  amortization expenses has not been recorded on these licenses in either of
  the unaudited pro forma condensed combined statements of operations.

     (x) AT&T network membership license agreement extension

     Holding Company acquired a two year extension of its network membership
  license agreement with AT&T (discussed elsewhere in this prospectus) with a
  fair value of $165,000. As part of the proportionate increase in the fair
  value due to the difference of consideration given the AT&T network
  membership license extension was increased $24,632. The cost basis of the
  AT&T network membership license extension agreement are recorded in the
  unaudited pro forma condensed combined balance sheet at $189,632.

     Holding Company will begin amortization of the extension of the network
  membership license agreement upon expiration of its existing network
  membership license agreement over its extension term of two years. As the
  current network membership license agreement will not expire within one
  year of the February 28, 2000 announcement, no pro forma amortization
  expense was included in the unaudited pro

                                      120
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)

  forma condensed combined statements of operations for the year ended
  December 31, 1999 or the three months ended March 31, 2000 to reflect the
  effect of the Contribution and Exchange as if it had occurred on January 1,
  1999.

     (xi) AT&T operating agreements

     Holding Company acquired operating agreements with AT&T (discussed
  elsewhere in this prospectus) with a fair value $118,400. These operating
  agreements are the same agreements held by Holding Company for TeleCorp and
  Tritel extended to include the BTAs associated with the PCS licenses of
  Airadigm, Indus, Polycell, ABC Wireless and the licenses obtained from
  AT&T. As part of the proportionate increase in the fair value due to the
  difference of consideration given the AT&T operating agreements were
  increased $17,675. The cost basis of the AT&T operating agreements are
  recorded in the unaudited pro forma condensed combined balance sheet at
  $136,075.

   The cost basis of these agreements are as follows:

<TABLE>
   <S>                                                                 <C>
   Network membership license......................................... $ 57,579
   Exclusivity........................................................   40,455
   Roaming............................................................   38,041
                                                                       --------
                                                                       $136,075
                                                                       ========
</TABLE>

     Holding Company's accounting policy will be to begin amortization of the
  network membership license agreement upon close of the transaction over the
  remainder of its term of five years. A pro forma adjustment of $11,067 and
  $2,879 is included as amortization expense in the unaudited pro forma
  condensed combined statements of operations for the year ended December 31,
  1999 and the three months ended March 31, 2000, respectively to reflect the
  effect of the transactions as if they had occurred on January 1, 1999.

     Holding Company will commence amortization of the Exclusivity and
  Roaming Agreements once PCS service is provided in the related BTAs. As
  Holding Company is not projecting to commence service in theses BTAs within
  the twelve months after the February 28, 2000 announcement, no amortization
  expense has been recorded on these agreements in either of the unaudited
  pro forma condensed combined statements of operations.

     (xii) PCS licenses from ABC Wireless and Polycell

     Holding Company obtained PCS licenses from ABC Wireless, a related party
  controlled by shareholders who also control TeleCorp. Holding Company paid
  ABC Wireless cash of $6,868 for these licenses (paid by AT&T on behalf of
  Holding Company). Holding Company obtained PCS licenses from Polycell
  through rights obtained by ABC Wireless, a related party controlled by
  shareholders who also control TeleCorp. Holding Company paid Polycell cash
  of $5,100 for these licenses (paid by AT&T on behalf of Holding Company).
  The amounts paid on behalf of Holding Company by AT&T reduce the cash
  consideration received by Holding Company from AT&T.

     The licenses obtained from ABC Wireless were recorded on the unaudited
  pro forma condensed combined balance sheet at the historic cost of ABC
  Wireless which also equaled the cash consideration of $6,868. Furthermore,
  the licenses obtained from Polycell were recorded on the unaudited pro
  forma

                                      121
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)

  condensed combined balance sheet at a value equal to the cash consideration
  paid of $5,100. As these licenses are recorded at cost, they were not
  increased by the difference of fair value of consideration given.

     As Holding Company is not projecting to commence service in these BTAs
  within the twelve months following the February 28, 2000 announcement, no
  amortization expense has been recorded on these licenses in either of the
  unaudited pro forma condensed combined statements of operations.

     (xiii) PCS licenses from Airadigm

     For the purposes of the unaudited pro forma condensed combined financial
  statements, we assume the right to purchase Airadigm was exercised.

     Holding Company acquired PCS licenses from Airadigm that have a total
  fair value of $330,000. As part of the proportionate increase in the fair
  value due to the difference of consideration given, PCS licenses from
  Airadigm were increased $49,264. The cost basis of the PCS licenses from
  Airadigm are recorded in the unaudited pro forma condensed combined balance
  sheet at $379,263.

     As Holding Company is not planning to commence service in these BTAs
  within the twelve months following the February 28, 2000 announcement,
  amortization expense has not been recorded on these licenses in the
  unaudited pro forma condensed combined statement of operations.

     (xiv) PCS licenses from Indus

     For the purposes of the unaudited pro forma condensed combined financial
  statements, we assume the right to purchase Indus was exercised.

     Holding Company acquired PCS licenses from Indus that have a total fair
  value of $225,200. As part of the proportionate increase in the fair value
  due to the difference of consideration given, PCS licenses from Indus were
  increased $33,619. The cost basis of the PCS licenses from Indus are
  recorded in the unaudited pro forma condensed combined balance sheet at
  $258,819.

     As Holding Company is not planning to commence service in these BTAs
  within the twelve months following the February 28, 2000 announcement,
  amortization expense has not been recorded on these licenses in either of
  the unaudited pro forma condensed combined statements of operations.

3b. Summary of Contribution and Exchange adjustments to the unaudited pro forma
condensed combined statements of operations for the year ended December 31,
1999.

     The following table sets forth the summary of the (i) depreciation and
  amortization and (ii) interest expense pro forma adjustments as presented
  on the unaudited pro forma condensed combined statement of operations for
  the year ended December 31, 1999 related to the Contribution and Exchange.

     (i) Depreciation and amortization

<TABLE>
   <S>                                                  <C>           <C>
   Pro forma adjustment to amortization of:
     New England historical results.................... Note 3a.(vii) $ (6,766)
     Operating agreements.............................. Note 3a.(xi)    11,067
                                                                      --------
                                                                      $  4,301
                                                                      ========
</TABLE>

                                      122
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)


     (ii) Interest expense

<TABLE>
   <S>                                                      <C>          <C>
     Pro forma adjustment to interest expense
       Incremental interest related to Indus debt.......... Note 3a.(iv) $1,237
       Incremental interest related to Airadigm debt....... Note 3a.(vi)  1,431
                                                                         ------
                                                                         $2,668
                                                                         ======
</TABLE>

3c. Summary of Contribution and Exchange adjustments to the unaudited pro forma
condensed combined statement of operations for the three months ended March 31,
2000.

     The following table sets forth the summary of the (i) depreciation and
  amortization and (ii) interest expense pro forma adjustments as presented
  on the unaudited pro forma condensed combined statement of operations for
  the three months ended March 31, 2000 related to the Contribution and
  Exchange.

     (i) Depreciation and amortization

<TABLE>
   <S>                                                   <C>           <C>
     Pro forma adjustment to amortization of:
       New England historical results................... Note 3a.(vii) $(2,991)
       Operating agreements............................. Note 3a.(xi)    2,879
                                                                       -------
                                                                       $  (112)
                                                                       =======
</TABLE>

     (ii) Interest expense

<TABLE>
   <S>                                                        <C>          <C>
     Pro forma adjustment to interest expense
       Incremental interest related to Indus debt............ Note 3a.(iv) $314
       Incremental interest related to Airadigm debt......... Note 3a.(vi)  358
                                                                           ----
                                                                           $672
                                                                           ====
</TABLE>

3d. Summary of Contribution and Exchange adjustments to the unaudited pro forma
condensed combined balance sheet.

     The following tables set forth the summary of pro forma adjustments as
  presented on the unaudited Pro forma condensed combined balance sheet
  related to the Contribution and Exchange.

     (i) Cash

<TABLE>
   <S>                                                  <C>           <C>
     Pro forma adjustment to cash
       Cash from AT&T.................................. Note 3a.      $100,000
       Cash to ABC Wireless............................ Note 3a.(xii)   (6,868)
       Cash to Polycell................................ Note 3a.(xii)   (5,100)
       Cash to Indus................................... Note 3a.(iii)  (34,688)
       Cash to Airadigm................................ Note 3a.(v)    (74,000)
                                                                      --------
                                                                      $(20,656)
                                                                      ========
</TABLE>

                                      123
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)


     (ii) Other current assets

<TABLE>
   <S>                                                       <C>      <C>
     Pro forma adjustment to other current assets
       Fair value of other current assets received as
        consideration.......................................          $   --
       Historic cost of Indus' other current assets......... Note 1c.    (620)
       Historic cost of Airadigm's other current assets..... Note 1d.  (1,174)
                                                                      -------
                                                                      $(1,794)
                                                                      =======
</TABLE>

     (iii) Property and equipment

<TABLE>
   <S>                                                 <C>           <C>
     Pro forma adjustment to property and equipment
       Fair value received as consideration...........               $    --
       Historic cost of New England property and
        equipment..................................... Note 3a.(vii)  (57,265)
       Historic cost of Indus' property and
        equipment..................................... Note 1c.          (982)
       Historic cost of Airadigm's property and
        equipment..................................... Note 1d.       (40,954)
                                                                     --------
                                                                     $(99,201)
                                                                     ========
</TABLE>

     (iv) PCS licenses

<TABLE>
   <S>                                                <C>            <C>
     Pro forma adjustment to PCS licenses
       Cost basis of New England PCS licenses........ Note 3a.(vii)  $(15,848)
       Fair value as adjusted of PCS licenses from
        AT&T......................................... Note 3a.(ix)    220,150
       Fair value as adjusted of PCS licenses from
        ABC Wireless................................. Note 3a.(xii)     6,868
       Fair value as adjusted of PCS licenses from
        Polycell..................................... Note 3a.(xii)     5,100
       Fair value as adjusted of PCS licenses
        received from Indus.......................... Note 3a.(xiv)   258,819
       Historic cost of Indus' PCS licenses.......... Note 1c.        (70,333)
       Cost basis PCS license received from
        Airadigm..................................... Note 3a.(xiii)  379,263
       Historic cost of Airadigm's PCS licenses...... Note 1d.        (75,379)
                                                                     --------
                                                                     $708,640
                                                                     ========
</TABLE>

     (v) Intangible assets

<TABLE>
   <S>                                                 <C>           <C>
     Pro forma adjustment to intangible assets
       AT&T network membership license agreement
        extension..................................... Note 3a.(x)   $189,632
       AT&T operating agreements...................... Note 3a.(xi)   136,075
       Historic cost of AT&T operating agreements in
        New England................................... Note 3a.(vii)   (3,531)
                                                                     --------
                                                                     $322,176
                                                                     ========
</TABLE>

     (vi) Other assets

<TABLE>
   <S>                                                       <C>      <C>
     Pro forma adjustment to other assets
       Fair value of other assets received as
        consideration.......................................          $   --
       Historic cost of Indus' other assets................. Note 1c.  (1,222)
       Historic cost of Airadigm's other assets............. Note 1d.  (2,974)
                                                                      -------
                                                                      $(4,196)
                                                                      =======
</TABLE>

                                      124
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)


     (vii) Accounts payable and accrued expenses

<TABLE>
   <S>                                                 <C>           <C>
     Pro forma adjustment to accounts payable and
      accrued liabilities
       Fair value of Airadigm accounts payable and
        accrued liabilities..........................                $     --
       Historic cost of Airadigm's accounts payable
        and accrued expenses.........................  Note 1d.         (7,928)
                                                                     ---------
                                                                     $  (7,928)
                                                                     =========

     (viii) Other current liabilities

     Pro forma adjustment to other current
      liabilities
       Fair value of Airadigm's other current
        liabilities..................................                $     --
       Historic cost of Airadigm's other current
        liabilities..................................  Note 1d.        (28,561)
                                                                     ---------
                                                                     $ (28,561)
                                                                     =========

     (ix) Long term debt, current portion

     Pro forma adjustment to long term debt, current
      portion
       Fair value of long term debt, current portion,
        assumed from Airadigm........................  Note 3a. (vi) $  10,285
       Historic cost of Airadigm's long term debt,
        current portion..............................  Note 1d.         (4,448)
                                                                     ---------
                                                                     $   5,837
                                                                     =========

     (x) Long term debt
     Pro forma adjustment to long term debt
       Fair value of Indus' long term debt assumed...  Note 3a. (iv) $  80,129
       Historic cost of Indus' long term debt........  Note 1c.        (88,281)
       Fair value of Airadigm's long term debt
        assumed......................................  Note 3a. (vi)    54,842
       Historic cost of Airadigm's long term debt....  Note 1d.       (157,626)
                                                                     ---------
                                                                     $(110,936)
                                                                     =========
     (xi) Other long term payables

     Pro forma adjustment to other long term payables
       Fair value of other long term payables
        assumed......................................                $     --
       Deferred tax liability........................  Note 3a.        100,690
       Historic cost of Airadigm's other long term
        payables.....................................  Note 1d.         (3,023)
                                                                     ---------
                                                                     $  97,667
                                                                     =========
     (xii) Preferred stock

     Pro forma adjustment to preferred stock
       Elimination of historic cost of Indus'
        preferred stock..............................  Note 1c.      $    (450)
                                                                     ---------
                                                                     $    (450)
                                                                     =========
</TABLE>


                                      125
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)


     (xiii) Common stock

<TABLE>
   <S>                                                    <C>         <C>
     Pro forma contribution adjustment to common stock
       Fair value of common stock given to AT&T.........  Note 3a.(i) $479,864
       Elimination of historic cost of Indus' common
        stock...........................................  Note 1c.     (25,426)
       Elimination of historic cost of Airadigm's common
        stock...........................................  Note 1d.     (10,011)
                                                                      --------
                                                                      $444,427
                                                                      ========
</TABLE>

     (xiv) Accumulated deficit

<TABLE>
   <S>                                                  <C>            <C>
     Gain on disposal of New England operations........ Note 3a.(viii) $358,256
       Elimination of historic cost of Indus'
        accumulated deficit............................ Note 1c.         57,710
       Elimination of historic cost of Airadigm's
        accumulated deficit............................ Note 1d.         88,947
                                                                       --------
                                                                       $504,913
                                                                       ========
</TABLE>

4. INTER-COMPANY ELIMINATIONS

4a. Roaming revenue and cost of revenue of $1,000 and $1,000, respectively
included on the historical consolidated statement of operations of TeleCorp for
the year ended December 31, 1999 relate to amounts earned and expensed by
Tritel during 1999. As such, roaming revenue and cost of revenue of $1,000 and
$1,000 included on the historical consolidated statement of operations for the
year ended December 31, 1999 of Tritel relates to amounts earned and expensed
directly with Telecorp. The pro forma inter-company eliminations adjustment of
revenue and cost of revenue for the year ended December 31, 1999 of $2,000 is
the reduction of such balances as if the transaction occurred on January 1,
1999.

4b. Roaming revenue and cost of revenue of $108 and $254, respectively included
on the historical consolidated statement of operations of TeleCorp for the
three months ended March 31, 2000 of TeleCorp relate to amounts earned and
expensed by Tritel during the three months ended March 31, 2000. As such,
roaming revenue and cost of revenue of $108 and $254 included on the historical
consolidated statement of operations of Tritel for the three months ended March
31, 2000 relates to amounts earned and expensed directly with Telecorp. The pro
forma inter-company eliminations adjustment of revenue and cost of revenue for
the three months ended March 31, 2000 of $362 is the reduction of such balances
as if the transaction occurred on January 1, 1999.

   No payables, receivables or inter-company investments existed between any of
the companies at March 31, 2000. No inter-company eliminations were necessary
for the March 31, 2000 unaudited pro forma condensed combined balance sheet.

5. OTHER TRANSACTIONS

   Included in the unaudited pro forma condensed combined financial statements
are the following transactions of TeleCorp that closed during April 2000: (a)
acquisition of the remaining 15% of Viper Wireless that TeleCorp did not
currently own; (b) acquisition of licenses of TeleCorp LMDS, and (c)
acquisition of licenses from Gulf Telecom.

                                      126
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)


5a. Viper Wireless

     On April 11, 2000, the Company completed its acquisition of the 15% of
  Viper Wireless that it did not already own from Mr. Vento and Mr. Sullivan
  in exchange for an aggregate of 323,372 shares of TeleCorp's class A common
  stock and 800 shares of its series E preferred stock. The Company acquired
  85% of Viper Wireless on March 1, 1999 in exchange for $32,286 contributed
  by AT&T and certain of the Company's other initial investors for additional
  shares of its preferred and common stock. Viper Wireless used the proceeds
  to participate in the Federal Communications Commission's reauction of PCS
  licenses. Viper Wireless was subsequently granted six PCS licenses in the
  reauction.

     An unaudited pro forma condensed combined balance sheet adjustment has
  been made to include the issuance of 323,372 Holding Company shares of
  class A common stock at the $47.125 share price on April 11, 2000 for
  $15,239 and $58 of Holding Company Series E preferred stock. This
  transaction results in a $15,297 increase in Accumulated Deficit for the
  recognition of compensation expense as if this transaction occurred on
  December 31, 1999. As the event will be a non-recurring charge to
  compensation expense, this information is not included in the unaudited pro
  forma condensed combined statements of operations as if the transaction
  occurred on January 1, 1999.

5b. TeleCorp LMDS

     On April 7, 2000, TeleCorp acquired TeleCorp LMDS, Inc. through an
  exchange of all of the outstanding stock of TeleCorp LMDS for 878,400
  shares of our class A common stock. TeleCorp LMDS's stockholders are Mr.
  Vento, Mr. Sullivan and three of our initial investors. By acquiring
  TeleCorp LMDS, we gained local multipoint distribution service licenses
  covering 1100 MHz of airwaves in the Little Rock, Arkansas basic trading
  area and 150 MHz of airwaves in each of the Beaumont, Texas, New Orleans,
  Louisiana, San Juan and Mayaguez, Puerto Rico, and U.S. Virgin Islands
  basic trading areas.

     An unaudited pro forma condensed combined balance sheet adjustment has
  been made to include the issuance of 878,400 Holding Company Class A common
  shares at the $52.25 share price on April 7, 2000 for $45,896. As TeleCorp
  LMDS is a company under common control with TeleCorp, the licenses are
  recorded on the unaudited pro forma combined condensed balance sheet at the
  historic cost to TeleCorp LMDS of $2,707. The remaining balance of $43,189
  has been accounted for as a distribution to shareholders. The licenses
  owned by TeleCorp LMDS are intended to be developed to offer fixed wireless
  broadband services. The Company has not yet begun development of a
  broadband wireless network. As the service related to the TeleCorp LMDS
  licenses is not planned to commence within the twelve months following
  April 7, 2000, no pro forma amortization expense was included in the
  unaudited pro forma condensed combined statements of operations to reflect
  the transaction as if it had occurred on January 1, 1999.

5c. Gulf Telecom, L.L.C.

     On April 27, 2000, TeleCorp purchased 15 MHz of additional airwaves in
  the Lake Charles, Louisiana basic trading area from Gulf Telecom, L.L.C.
  Total consideration approximated $3,133 and consisted of approximately $262
  in cash plus the assumption by Holding Company of approximately $2,871 in
  Federal Communications Commission debt related to the license.
  Additionally, TeleCorp reimbursed Gulf Telecom for all interest it paid to
  the Federal Communications Commission on debt related to the license from
  June 1998 until the date the transaction is completed. The entire purchase
  price

                                      127
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)

  will be allocated to licenses and recorded on the unaudited pro forma
  condensed combined balance sheet as if the transaction occurred on December
  31, 1999. A pro forma adjustment is included on the unaudited pro forma
  condensed combined statement of operations for 11 months of amortization
  related to the licenses as if the transaction occurred on January 1, 1999.
  The Holding Company's accounting policy will be to amortize licenses over
  its term commencing at a time when PCS service is provided in the related
  BTAs. As TeleCorp began offering PCS services in the related BTA in
  February, 1999, the amortization period does not include the entire year of
  1999. The amortization expense included as a pro forma adjustment for
  licenses is $62 and $20 for the year ended December 31, 2000 and the three
  months ended March 31, 2000, respectively. A pro forma adjustment to
  interest expense on the unaudited pro forma condensed combined statement of
  operations was recorded as $255 and $67 for the year ended December 31,
  1999 and the three months ended March 31, 2000, respectively, using
  TeleCorp's incremental borrowing rate at February 28, 2000, the date of the
  announcement, as if this transaction occurred on January 1, 1999. This
  transaction closed on April 27, 2000.

5d. Summary of other transaction adjustments to the unaudited pro forma
condensed combined balance sheet

     The following tables set forth the summary of pro forma adjustments as
  presented on the unaudited pro forma condensed combined balance sheet
  related to these other transactions:

   (i) PCS licenses

<TABLE>
   <S>                                                      <C>      <C>
   Pro forma other transactions adjustment to PCS licenses
     Fair value acquired from TeleCorp LMDS................ Note 5b. $  2,707
     Fair value acquired from Gulf Telecom................. Note 5c.    3,133
                                                                     --------
                                                                     $  5,840
                                                                     ========

   (ii) Common stock

   Pro forma merger adjustment to common stock
     Fair value of stock consideration to Viper Wireless... Note 5a. $ 15,239
     Distribution to shareholders for TeleCorp LMDS........ Note 5b.  (43,189)
     Fair value of stock consideration to TeleCorp LMDS.... Note 5b.   45,896
                                                                     --------
                                                                     $ 17,946
                                                                     ========
</TABLE>

                                      128
<PAGE>

                     NOTES TO UNAUDITED PRO FORMA CONDENSED
                   COMBINED FINANCIAL STATEMENTS--(continued)

                 ($'s in thousands, except per share data)


6. CALCULATION OF PRO FORMA NET LOSS PER SHARE

   For purposes of calculating pro forma net loss per share for the year ended
December 31, 1999, all share issuances and conversions, other than TeleCorp
historical weighted average common shares, have been calculated as if the
Transaction and other pending transactions occurred on January 1, 1999.
Additionally, for pro forma purposes, an assumption was made that all payments
to Indus were satisfied in cash (Note 3a.(iv)).

<TABLE>
   <S>                                               <C>          <C>
   TeleCorp weighted average common shares.........  Note 1a.       76,895,391
   Conversion of Tritel common stock to Holding
    Company trading common stock...................  Note 2         81,323,891
   William M. Mounger, II voting preference stock..  Note 2h.(ii)            3
   Conversion of Tritel outstanding common stock...  Note 2             48,208
   Issuance of common stock to AT&T................  Note 3a.(i)     9,272,740
   Issuance of common stock for Viper Wireless.....  Note 5a.          323,372
   Issuance of common stock for TeleCorp LMDS......  Note 5b.          878,400
                                                                  ------------
     Total weighted average common shares..........                168,742,005
                                                                  ------------
   Holding Company pro forma net loss..............               $   (799,525)
                                                                  ------------
   Basic and diluted net loss per common share.....               $      (4.74)
                                                                  ============
</TABLE>

   For purposes of calculating pro forma net loss per share for the three
months ended March 31, 2000, all share issuances and conversions, other than
TeleCorp historical weighted average common shares, have been calculated as if
the Transaction and other pending transactions occurred on January 1, 1999.
Additionally, for pro forma purposes, an assumption was made that all payments
to Indus were satisfied in cash (Note 3a.(iv)).

<TABLE>
   <S>                                               <C>          <C>
   TeleCorp weighted average common shares.........  Note 1a.       99,556,975
   Conversion of Tritel common stock to Holding
    Company trading common stock...................  Note 2         81,323,891
   William M. Mounger, II voting preference stock..  Note 2h.(ii)            3
   Conversion of Tritel outstanding common stock...  Note 2             48,208
   Issuance of common stock to AT&T................  Note 3a.(i)     9,272,740
   Issuance of common stock for Viper Wireless.....  Note 5a.          323,372
   Issuance of common stock for TeleCorp LMDS......  Note 5b.          878,400
                                                                  ------------
     Total weighted average common shares..........                191,403,589
                                                                  ------------
   Holding Company pro forma net loss..............               $   (313,192)
                                                                  ------------
   Basic and diluted net loss per common share.....               $      (1.64)
                                                                  ============
</TABLE>

                                      129
<PAGE>

                               INDUSTRY OVERVIEW

The Wireless Communications Industry

   Wireless communications systems use a variety of radio airwaves to transmit
voice and data signals. In the wireless communications industry, applications
that transmit these signals include one-way radio applications, such as paging
or beeper services, and two-way radio applications, such as PCS, cellular
telephone and other technologies. Each application operates in a distinct radio
airwave block licensed by the Federal Communications Commission. The two
principal services licensed by the Federal Communications Commission for
transmitting voice and data signals are PCS and cellular. PCS is a term
commonly used to refer to service carried over the 1850 MHz to 1990 MHz portion
of the radio airwaves. Megahertz are units used to measure the frequency of
radio airwaves. Cellular is a term commonly used to refer to service carried
over the 824 MHz to 893 MHz portion of the radio airwaves. Cellular service
systems were originally analog-based, although digital technology has been
introduced in some markets. PCS systems use digital technology. Analog
technology has several limitations, including lack of privacy and limited
transmission capacity. Digital systems convert voice or data signals into a
stream of binary digits that is compressed before transmission, enabling a
single radio channel to carry multiple simultaneous signal transmissions. This
enhanced capacity, along with improvements in digital signaling, allows
digital-based wireless technologies to offer new and enhanced services, such as
greater call privacy and robust data transmission features, including mobile
office applications like facsimile, e-mail and wireless connections to
computer/data networks, including the Internet.

   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 Federal Communications Commission to allocate radio frequency spectrum for
PCS by competitive bidding. In 1993, the Federal Communications Commission
allocated 120 MHz of spectrum in the 2000 MHz band for the provision of PCS.

   Since 1995, the Federal Communications Commission has been conducting
auctions in which industry participants are awarded PCS licenses for designated
areas throughout the United States, and the Federal Communications Commission
is likely to continue to conduct periodic auctions for additional spectrum,
which could be used for competing PCS services.

Operation of Wireless Communications Systems

   Wireless communications system service areas, whether PCS, cellular or other
technologies, are divided into multiple units, each containing a transmitter, a
receiver and signaling equipment to transmit wireless signals to individual
phones. This equipment is connected by telephone lines or microwave signals to
call connection equipment that uses computers to control the operation of the
communications system for the entire service area. The call connection
equipment controls the connection of calls and the connection of the wireless
network to local telephone systems and long distance carriers. As a customer's
handset travels, the system controls the transfer of calls from one equipment
site to another, coordinates calls to and from handsets, allocates calls among
the network equipment sites within the system and connects calls to the local
telephone system or to a long distance telephone carrier. Wireless
communications providers must establish agreements with local and long distance
carriers that allow them to pass calls, or interconnect, thereby integrating
their system with the existing communications system.

   Because the signal strength of a transmission between a handset and a
network equipment site declines as the handset moves away from the originating
network equipment site, the wireless network monitors the signal strength of
calls in progress. When the signal strength of a call declines, the call
connection equipment may transfer the call to another network equipment site
where the signal is stronger. If a handset leaves the service area of a PCS or
cellular system, the call is disconnected unless there is a technical
connection with the adjacent system. If there is a technical connection with
the adjacent system, the customer may "roam" onto the adjacent system.

                                      130
<PAGE>

   Although PCS and cellular systems use similar technologies and hardware,
they operate on different portions of the airwaves and use different technical
and network standards. The use of advanced handsets makes it possible for
customers using one type of system to roam on a different type of system
outside of their service area, and to transfer calls from one type of system to
another if the appropriate agreements are in place and the networks are
properly configured to transfer calls from one system to the next.

   If a PCS system operated by the service provider or covered by a roaming
agreement is operating in the area, the call will be placed via this system. If
there is no PCS system providing coverage, the call will be placed through a
digital system on the cellular frequency operating in the area and providing
coverage to the user, and if no digital system on the cellular frequency is
providing coverage, the call will be connected over an analog system that uses
the cellular frequency providing coverage. Advanced handsets allow for a call
in progress to be handed off to an adjacent system, without interruption, if
appropriate agreements are in place, whereas earlier generations of handsets
would cut off the call when the handset left the coverage of one system,
requiring the customer to redial the call using the adjacent system.

   Currently, PCS systems operate under one of three principal digital signal
transmission technology standards that various operators and vendors have
proposed for use in PCS systems: time division multiple access (or TDMA), code
division multiple access (or CDMA) or global system for mobile communications
(or GSM). TDMA and GSM are both time division-based technologies, but are
incompatible with each other and with CDMA. Accordingly, a customer of a system
that uses TDMA technology is unable to use a TDMA handset when travelling in an
area not served by TDMA-based PCS operators, unless the customer carries a
special handset that permits the customer to use the analog or digital system
on the cellular portion of the airwaves in that area and the appropriate
agreements are in place.

   TDMA technology allows for:

  .  the use of advanced handsets which allow for roaming across the PCS and
     cellular portion of the airwaves, including both analog and digital
     technologies;

  .  enhanced services and features, such as short-messaging, extended
     battery life, added call security and improved voice quality; and

  .  network equipment sites that are small and that improve network coverage
     with low incremental investment.

   TDMA technology is the digital technology choice of two of the largest
wireless communications companies in the United States, AT&T and SBC
Communications. This technology served an estimated 35 million customers
worldwide and 19 million customers in North America as of December 31, 1999,
according to the Universal Wireless Communications Consortium, an association
of TDMA providers and manufacturers.

                                      131
<PAGE>

                      THE SUBSIDIARIES OF HOLDING COMPANY

                                    TELECORP

Company Overview

   TeleCorp is the largest AT&T Wireless affiliate in the United States in
terms of licensed population, with licenses covering approximately 16.7 million
people. It provides wireless personal communication services, or PCS, in
selected markets in the south-central and northeast United States and in Puerto
Rico, encompassing eight of the 100 largest metropolitan areas in the United
States. Commencing with the launch of operations in the New Orleans market in
February 1999, TeleCorp successfully launched its services in 26 markets by
December 31, 1999. As of March 31, 2000, it had more than 228,000 customers and
its networks covered approximately 74% of the population where it held
licenses.

   TeleCorp entered into a venture with AT&T in July 1998 under which AT&T
contributed PCS licenses to TeleCorp in exchange for ownership in the company.
TeleCorp is AT&T's exclusive provider of wireless mobility services using equal
emphasis co-branding with AT&T in TeleCorp's covered markets, subject to AT&T's
right to resell services on TeleCorp's network. TeleCorp has the right to use
the AT&T brand name and logo together with TeleCorp's SunCom brand name and
logo, giving equal emphasis to each in TeleCorp's covered markets. TeleCorp is
AT&T's preferred roaming partner for digital customers in TeleCorp's markets.
Additionally, its relationship with AT&T allows TeleCorp to provide coast-to-
coast coverage to its customers.

   TeleCorp's PCS licenses include both major population centers as well as
popular vacation destinations, such as:

  .  San Juan, Puerto Rico and the U.S. Virgin Islands;

  .  New Orleans and Baton Rouge, Louisiana;

  .  Memphis, Tennessee;

  .  Little Rock, Arkansas;

  .  Manchester, Concord and Nashua, New Hampshire; and

  .  Worcester, Cape Cod, Martha's Vineyard and Nantucket, Massachusetts.

   TeleCorp markets its services through its own stores, retail outlets,
through its direct corporate and telemarketing sales forces and on the Internet
through its website. TeleCorp has a strong distribution presence in its markets
through its company-owned stores and retail outlets where consumers can
purchase its services, including Best Buy, Circuit City, Office Depot, Office
Max, Staples and Radio Shack. TeleCorp's affiliation with AT&T enables it to
leverage its marketing and sales efforts in its markets.

 TeleCorp's Revenue Sources

   TeleCorp derives its revenue from:

  .  Services. The various types of revenue associated with PCS for
     TeleCorp's customers include monthly recurring access charges and
     monthly non-recurring airtime charges for local, long distance and
     roaming airtime used in excess of pre-subscribed usage. TeleCorp's
     customers' charges are rate plan-dependent, based on the number of
     pooled minutes included in their plans. Service revenue also includes
     monthly non-recurring airtime usage associated with TeleCorp's prepaid
     customers and non-recurring activation and de-activation service
     charges.

  .  Roaming Charges. TeleCorp charges monthly, non-recurring, per minute
     fees to other wireless companies whose customers use its network
     facilities to place and receive wireless services.

  .  Equipment Sales. TeleCorp sells wireless personal communications
     handsets and accessories that are used by its customers in connection
     with its wireless services.

                                      132
<PAGE>

 Strategic Alliance with AT&T

   TeleCorp has a strategic alliance with AT&T which provides it with many
business, operational and marketing advantages, including:

   Exclusivity. TeleCorp is AT&T's exclusive provider of wireless mobility
services using equal emphasis co-branding with AT&T in TeleCorp's covered
markets, subject to AT&T's right to resell services on TeleCorp's network.

   Brand. TeleCorp has the right to use the AT&T brand name and logo together
with the SunCom brand name and logo in TeleCorp's markets, giving equal
emphasis to each.

   Roaming. TeleCorp is AT&T's preferred roaming partner for digital customers
in TeleCorp's markets. TeleCorp's roaming revenues increased from approximately
$1.9 million in the first quarter of 1999 to approximately $11.5 million in the
first quarter of 2000.

   Coast-to-Coast Coverage. Outside TeleCorp's markets, its customers can place
and receive calls in AT&T Wireless's markets and the markets of AT&T Wireless's
other roaming partners.

   Products and Services. TeleCorp receives preferred terms on selected
products and services, including handsets, infrastructure equipment and back
office support from companies who provide these products and services to AT&T.

   Marketing. TeleCorp benefits from AT&T's nationwide marketing and
advertising campaigns, including the success of the AT&T Digital One RateSM
plans, in the marketing of its own national SunRate plans. In addition,
TeleCorp works with AT&T's national sales representatives to jointly market
TeleCorp's wireless services to AT&T corporate customers located in TeleCorp's
markets.

Service

   TeleCorp's primary service is wireless calling and TeleCorp has chosen
digital TDMA technology for its network. TeleCorp's service features advanced
handsets, enhanced voice clarity, improved protection from eavesdropping and a
broad feature set. TeleCorp's basic wireless service offering includes caller
identification, three-way conference calling, call waiting, voicemail, paging
and short-messaging. As part of TeleCorp's basic service offering, it sells
easy-to-use, interactive menu-driven handsets that can be activated over the
air.

Sales and Distribution

   TeleCorp's sales and distribution strategy is to use a balanced mix of
distribution channels to maximize penetration within its licensed service area
while minimizing customer acquisition costs. Its channels include a network of
company stores, nationally recognized retailers, a direct sales force for
corporate and business customers, regional and local mass merchandisers,
telesales, direct mail and online sales. TeleCorp also works with AT&T's sales
channels to cooperatively exchange leads and develop new business.

   Company Stores. TeleCorp's stores range in size from small kiosks to 3,600
square foot stores in the principal retail district in each market. As of March
31, 2000, TeleCorp had opened 56 stores for the distribution and sale of its
handsets and expects to have a total of 89 SunCom stores open by the end of
2000.

   Retail Outlets. TeleCorp has negotiated distribution agreements with
national and regional mass merchandisers and consumer electronics retailers,
including Circuit City, Cellular Warehouse, Metrocall, Office Depot, Staples,
Best Buy and Office Max in the U.S. and Farmacia El Amal, Let's Talk Wireless,
Beeper

                                      133
<PAGE>

Connections and Radio Shack in Puerto Rico. TeleCorp currently has over 1,367
retail outlet locations where customers can purchase TeleCorp's services. In
some of these retail store locations, TeleCorp is implementing a store-within-
a-store concept, which uses visual merchandising to leverage the brand
awareness created by both SunCom and AT&T advertising.

   Direct Sales and Marketing. TeleCorp's direct corporate sales force focuses
on high-revenue, high-margin corporate users. As of March 31, 2000, TeleCorp's
direct corporate sales force consisted of approximately 103 dedicated
professionals targeting the wireless decision maker within large corporations.
TeleCorp also benefits from AT&T's national corporate accounts sales force.
AT&T, in conjunction with TeleCorp, supports TeleCorp's marketing of its
services to AT&T's large national accounts located in TeleCorp's service areas.
TeleCorp also employs 21 telesales representatives in its Memphis call center
and contracts for 11 Spanish speaking telesales representatives in Convergys'
Fort Lauderdale, Florida operations. TeleCorp uses direct marketing to generate
leads and stimulate prospects, allowing it to maintain low selling costs and to
offer its customers additional features or customized services.

   Online Sales. TeleCorp's web page provides current information about
TeleCorp, its markets, its products and services. All information that is
required to make a purchasing decision is available through TeleCorp's website
and online store. Customers are able to choose any of TeleCorp's rate plans,
features, handsets and accessories. The online store provides a secure
environment for transactions, and customers purchasing through the online store
experience a similar business process to that of customers purchasing service
through other channels.

Customer Care

   TeleCorp is committed to building strong customer relationships by providing
customers with prompt and helpful service. TeleCorp serves its customers from
its state-of-the-art facility in Memphis, Tennessee. Convergys, a leading
provider of outsourced call center services, provides back up call center
support and bilingual customer service, for TeleCorp's Spanish speaking
customers, from two facilities in Florida. As of March 31, 2000, the three
centers employed 368 customer care representatives including 149 of TeleCorp's
employees. The multiple center structure allows TeleCorp to distribute customer
service calls between the centers to promote cost effective 24 hour/seven days
a week customer service. All of its centers have sophisticated infrastructure
and information systems, including automated call distributors and advanced
diagnostic tools for one-call trouble resolution. TeleCorp emphasizes proactive
and responsive customer service, including welcome packages along with first
bill, three months and one year anniversary calls. TeleCorp is also expanding
web-based services to include online account information to allow customers to
check billing, modify service or otherwise manage their accounts.

Network Development

   TeleCorp launched commercial operations in February 1999 and has commenced
its services in each of its major markets. It launched its services in markets
which have attractive characteristics for a high volume of wireless
communications usage, including metropolitan areas, the surrounding suburbs,
commuting and travel corridors, and popular leisure and vacation destinations.
Immediately upon launch, customers had access to coast-to-coast coverage
through roaming arrangements with AT&T and its roaming partners, both inside
and outside its licensed areas. Within each market, geographic coverage will be
based upon changes in wireless communications usage patterns, demographic
changes within TeleCorp's licensed areas and its experiences in those markets.
As of March 31, 2000, TeleCorp provided coverage to approximately 74% of the
population of its licensed area. TeleCorp defines coverage to include an entire
basic trading area if it has a significantly developed system in that basic
trading area.


                                      134
<PAGE>

   Construction of TeleCorp's network is scheduled for multiple phases. In
1999, TeleCorp completed the first phase of its network build out and expects
to complete the second phase by the end of 2000. TeleCorp has successfully
launched commercial service in the following 26 markets in 1999:

               Fayetteville, AR                  Nantucket, MA
               Hot Springs, AR                   Worcester, MA
               Little Rock, AR                   Concord, NH
               Jonesboro, AR                     Manchester, NH
               Baton Rouge, LA                   Nashua, NH
               Hammond, LA                       Portsmouth, NH
               Houma, LA                         Arecibo, PR
               Lafayette, LA                     Humacao, PR
               New Iberia, LA                    Mayaguez, PR
               New Orleans, LA                   Ponce, PR
               Thibodaux, LA                     San Juan, PR
               Cape Cod, MA                      Jackson, TN
               Martha's Vineyard, MA             Memphis, TN

   As of March 31, 2000, TeleCorp's entire network covered a total of 28
markets and a population of 12.4 million, and included approximately 815
network equipment sites and six connection sites.

   The third and fourth phases of TeleCorp's network buildout plan will focus
on expanding its coverage to a total of 46 markets including a population of
3.3 million, and entail launching service in Beaumont, Texas; Alexandria,
Louisiana; Evansville, Indiana; Paducah, Kentucky; Columbia and Jefferson City,
Missouri; Pine Bluff and Fort Smith, Arkansas and the U.S. Virgin Islands. Upon
completion of the fourth phase, which TeleCorp expects by the end of 2001,
TeleCorp expects its network will be available to a population of 15.7 million
and will include eight call connection sites and 1,215 network equipment sites.

 Network Operations

   TeleCorp maintains a network operations center to ensure continuous
monitoring and maintenance of its network. The effective operation of its
network requires:

  .  connection agreements and agreements to transmit signals from network
     equipment sites to call connection equipment with other communications
     providers;

  .  long distance connection;

  .  the implementation of roaming arrangements;

  .  the development of network monitoring systems; and

  .  the implementation of information technology systems.

 Connection Agreements

   TeleCorp's network is connected to the public telephone network to
facilitate the origination and termination of traffic between its network and
both the local and long distance carriers. TeleCorp has signed agreements with
multiple carriers, including BellSouth, SBC Communications, Bell Atlantic and
Puerto Rico Telephone. In most cases these agreements are standard agreements
entered into with all qualifying carriers on generally the same terms, with
each party agreeing to pay the other for the carrying or completion of calls on
the other's network.

 Long Distance Connection

   TeleCorp has executed a wholesale long distance agreement with AT&T
providing for preferred rates for long distance services.

                                      135
<PAGE>

 Roaming Arrangements

   Through TeleCorp's arrangements with AT&T and via the use of advanced
handsets, its customers have roaming capabilities on AT&T's wireless network
and AT&T's customers have roaming capability on TeleCorp's wireless network.
Further, TeleCorp has the benefit of AT&T's roaming agreements with third party
carriers at AT&T's preferred pricing. These agreements, together with AT&T's
wireless network, cover approximately 98% of the U.S. population, including in-
region roaming agreements covering all of TeleCorp's launched service areas.

 Network Monitoring Systems

   TeleCorp's network operations center provides around-the-clock monitoring
and maintenance of its entire network. The network operations center is
equipped to constantly monitor the status of all network equipment sites and
call connection equipment and to record network traffic. The network operations
center provides continuous monitoring of system quality for blocked or dropped
calls, call clarity and evidence of tampering, cloning or fraud. TeleCorp
designed its network operations center to oversee the interface between
customer usage, data collected by call connection equipment and its billing
systems. TeleCorp's network operations center is located in the Memphis site
containing call connection equipment, and TeleCorp has back-up network
operations center capabilities in its Arlington, Virginia data center.

 Information Technology Systems

   TeleCorp operates management information systems to handle customer care,
billing, network management and financial and administrative services. The
systems focus on three primary areas:

  .  network management, including service activation, pre-pay systems,
     traffic and usage monitoring, trouble management and operational support
     systems;

  .  customer care, including billing systems and customer service and
     support systems; and

  .  business systems, including financial, purchasing, human resources and
     other administrative systems.

   TeleCorp has incorporated sophisticated network management and operations
support systems to facilitate network fault detection, correction and
management, performance and usage monitoring and security. System capabilities
have been developed to allow over-the-air activation of handsets and implement
fraud protection measures. TeleCorp maintains stringent controls for both
voluntary and involuntary deactivations. TeleCorp attempts to minimize customer
disconnects initiated by it through credit review and preactivation screening,
to identify prior fraudulent or bad debt activity and call pattern profiling,
to identify where activation and termination policy adjustments are needed.

 Competition

   TeleCorp believes that customers choose a wireless communications service
provider principally based upon network coverage, pricing, quality of service
and customer care. TeleCorp competes directly with at least two cellular
providers and other PCS providers in each of its markets and against enhanced
special mobile radio operations in some of its markets. TeleCorp competes with
at least one analog, one CDMA and one GSM operator in each of its markets other
than Puerto Rico and New Orleans. Most of the existing cellular providers in
TeleCorp's markets have an infrastructure in place and have been operational
for a number of years, with some of these competitors having greater financial
and technical resources than TeleCorp does. These cellular operators may
upgrade their networks to provide services comparable to those offered by
TeleCorp. TeleCorp also competes with other PCS license holders in each of its
markets.

   TeleCorp also competes with resellers of wireless communications services in
each of its markets. Resellers purchase large volumes of services on a wireless
operator's network, usually at a discount, and resell the services to end users
under the reseller's own brand name. While the network operator receives some

                                      136
<PAGE>

revenue from the sale of services to the reseller, the operator is competing
with its own customer for sales to the end users. The principal resellers in
TeleCorp's markets include MCI in New England and Motorola in Puerto Rico.
TeleCorp has agreed to resell services to AT&T in each of its markets should
AT&T desire to do so. TeleCorp has not yet entered into any such arrangements
with AT&T or any other party.

   As a recent entrant into the market for wireless communications services,
TeleCorp does not believe that it has obtained a significant share of the
market in any of its areas of operation. As a recent entrant, TeleCorp faces
significant competition from operators who have already established strong
market positions and have signed up many customers. Most of the existing
cellular operators have developed systems that have larger local and regional
coverage than TeleCorp currently has. TeleCorp seeks to compete by offering a
competitive product with attractive pricing plans and through its extensive
access to roaming, including in-region roaming, which gives TeleCorp an
effective coverage area competitive with that of its principal competitors.
TeleCorp has developed its pricing plans to be competitive and to emphasize the
advantages of its offerings. TeleCorp has discounted and may continue to
discount its pricing in order to obtain customers or in response to downward
pricing in the market for wireless communications services.

   TeleCorp anticipates that market prices for wireless communications services
generally will decline in the future based upon increased competition.
TeleCorp's ability to compete successfully will depend, in part, on its ability
to anticipate and respond to various competitive factors affecting the
industry, including new services that may be introduced, changes in consumer
preferences, demographic trends, economic conditions and competitors' discount
pricing strategies, all of which could adversely affect its operating margins.
TeleCorp plans to use its digital feature offerings, national network through
its AT&T affiliations, contiguous footprint providing an extended home calling
area, and local presence in secondary markets, to combat potential competition.
TeleCorp believes that its extensive digital network, once deployed, will
provide a cost effective means to react appropriately to any price competition.

Acquisition History

   On April 20, 1999, TeleCorp acquired PCS licenses covering the Baton Rouge,
Houma, Hammond and Lafayette, Louisiana basic trading areas from Digital PCS.
As consideration for these licenses, TeleCorp issued to Digital PCS $2.3
million of its common and preferred stock, paid Digital PCS approximately $0.3
million in reimbursement of interest paid on U.S. government debt related to
the licenses and assumed debt owed to the U.S. government of $4.1 million less
a discount of $0.6 million, related to these licenses. These licenses cover a
population of approximately 1.6 million, including a population of 1.2 million
in Baton Rouge and Lafayette covered by licenses already owned.

   On May 25, 1999, TeleCorp completed the acquisition of a PCS license and
related assets covering the San Juan major trading area from AT&T Wireless. On
May 24, 1999, TeleCorp sold to AT&T Wireless $40.0 million of its series A, D
and F preferred stock. On May 25, 1999, it purchased the license and related
assets from AT&T Wireless for $96.5 million in cash. In addition, TeleCorp
reimbursed AT&T Wireless $3.2 million for microwave relocation and $0.3 million
for other expenses AT&T Wireless incurred in connection with the acquisition.
This license covers a population of approximately 3.9 million in Puerto Rico
and the U.S. Virgin Islands.

   On June 2, 1999, TeleCorp acquired PCS licenses covering the Alexandria,
Lake Charles and Monroe, Louisiana basic trading areas from Wireless 2000. As
consideration for these licenses, TeleCorp issued approximately $0.4 million of
common and preferred stock, paid approximately $0.2 million to Wireless 2000
for microwave relocation expenses related to the Monroe license and reimbursed
Wireless 2000 $0.4 million for interest paid on government debt related to
their licenses. Additionally, TeleCorp assumed $7.4 million, less a discount of
$1.0 million of debt owed to the U.S. government related to these licenses.
These licenses cover a population of approximately 0.8 million. TeleCorp
cannot, without AT&T Wireless's consent, develop the markets covered by the
Monroe license.

                                      137
<PAGE>

   TeleCorp's agreements with AT&T Wireless were extended to cover the Baton
Rouge, Houma, Hammond and Lafayette, Louisiana basic trading areas; the San
Juan, Puerto Rico major trading area; and the Alexandria, Lake Charles and
Monroe, Louisiana basic trading areas, except for a portion of the Monroe basic
trading area, upon the closing of the Louisiana and Puerto Rico acquisitions.

   On April 7, 2000, TeleCorp completed its acquisition of TeleCorp LMDS, Inc.
through an exchange of all of the outstanding stock of TeleCorp LMDS for
878,400 shares of TeleCorp's class A voting common stock. TeleCorp LMDS's
stockholders are Mr. Vento, Mr. Sullivan and three of TeleCorp's initial
investors. By acquiring TeleCorp LMDS, TeleCorp will gain local multipoint
distribution service licenses covering 1100 MHz of airwaves in the Little Rock,
Arkansas basic trading area and 150 MHz of airwaves in each of the Beaumont,
Texas; New Orleans, Louisiana; San Juan and Mayaguez, Puerto Rico; and U.S.
Virgin Islands basic trading areas.

   On April 11, 2000, TeleCorp completed its acquisition of the 15% of Viper
Wireless, Inc. that it did not yet own from Messrs. Vento and Sullivan in
exchange for an aggregate of 323,372 shares of TeleCorp's class A voting common
stock and 800 shares of its series E preferred stock through a merger of
TeleCorp Holding Corp. and Viper Wireless. TeleCorp Holding Corp. acquired 85%
of Viper Wireless on March 1, 1999 in exchange for $32.3 million contributed by
AT&T and some of TeleCorp's other initial investors for additional shares of
its preferred and common stock. Viper Wireless used the proceeds to participate
in the Federal Communications Commission's reauction of PCS licenses. Viper
Wireless was subsequently granted six PCS licenses in the reauction.

   On April 27, 2000, TeleCorp acquired 15 MHz of additional airwaves in the
Lake Charles, Louisiana basic trading area from Gulf Telecom, LLC. As
consideration for the additional airwaves TeleCorp paid Gulf Telecom $0.3
million in cash, assumed approximately $2.4 million in Federal Communications
Commission debt related to the license and reimbursed Gulf Telecom for all
interest it paid to the Federal Communications Commission on debt related to
the license from June 1998 through March 2000.

Intellectual Property

   The AT&T globe design logo is a service mark registered with the U.S. Patent
and Trademark Office. AT&T owns the service mark. TeleCorp uses the AT&T globe
design logo, on a royalty free basis, with equal emphasis on its SunCom brand
and logo, solely within its licensed area in connection with marketing,
offering and providing licensed services to end-users and resellers of its
services. TeleCorp's license agreement with AT&T grants TeleCorp the right and
license to use licensed marks on permitted mobile phones. This license
agreement contains numerous restrictions with respect to the use and
modification of licensed marks.

   TeleCorp, Tritel and Triton have adopted a common brand, SunCom. Each of the
SunCom companies owns one-third of Affiliate License Co., which owns the SunCom
name and has no other operations. TeleCorp and the other SunCom companies
license the SunCom name from Affiliate License Co. TeleCorp uses the brand to
market, offer and provide services to end-users and resellers of its PCS.

Employees

   As of March 31, 2000, TeleCorp employed approximately 1,120 people. None of
TeleCorp's employees currently are represented by a union and TeleCorp believes
that its relations with its employees are good.

Properties

   TeleCorp leases space for its call connection equipment in New Orleans,
Boston and Puerto Rico and for its network operations center, its call
connection equipment, its customer care and its data center in Memphis.
Further, TeleCorp has operating leases primarily related to its headquarters,
regional offices, retail store locations, distribution outlets, office space
and network equipment sites.

                                      138
<PAGE>

Legal Proceedings

   TeleCorp was not a party to any lawsuit or proceeding which is likely, in
the opinion of management, to have a material adverse effect on its financial
position, results of operations and cash flows. TeleCorp is a party to routine
filings and customary regulatory proceedings with the Federal Communications
Commission relating to its operations.

Stock Ownership of Certain Beneficial Owners and Management

   The following table sets forth information concerning the beneficial
ownership of TeleCorp's class A voting common stock as of April 11, 2000, for:

  .  each person known to TeleCorp to beneficially own more than 5% of the
     outstanding shares of TeleCorp class A voting common stock;

  .  TeleCorp's directors;

  .  the Chief Executive Officer and the three other most highly compensated
     executive officers who were serving as executive officers during 1999;
     and

  .  all of TeleCorp's executive officers and directors, as a group.

   Except as otherwise noted, the named individual has sole voting and
investment power with respect to such securities.
<TABLE>
<CAPTION>
                                           Percentage of      Percentage
                                            Outstanding     of Outstanding
                                           Class A Voting  Voting Preference
                                            Common Stock     Common Stock
                                            Beneficially     Beneficially
                           Number of           Owned             Owned
                           Shares of      ---------------- -----------------  Percent
                            Class A                  In                In    of Voting
                             Voting          In    Holding    In     Holding Power in
                          Common Stock    TeleCorp Company TeleCorp  Company  Holding
                          Beneficially     before   after   before    after   Company
                            Owned in        the      the      the      the   After the
Stockholders              TeleCorp(1)      Merger  Merger  Merger(2) Merger  Merger(3)
------------              ------------    -------- ------- --------- ------- ---------
<S>                       <C>             <C>      <C>     <C>       <C>     <C>
Chase Capital Partners..   15,618,648(4)    17.8     8.8       --       --      3.8
Equity-Linked Investors
 II.....................   14,835,023(5)    16.9     8.3       --       --      3.6
Hoak Communications
 Partners, L.P..........   10,974,781(6)    12.5     6.1       --       --      2.7
Whitney Equity Partners,
 L.P....................    9,100,865(7)    10.4     5.1       --       --      2.2
Media/Communications
 Partners...............    5,923,519(8)     6.7     3.3       --       --      1.5
AT&T Wireless PCS, LLC..   17,867,453(9)    17.4    22.7       --       --     12.4
Michael R. Hannon.......   15,618,648(4)    17.8     8.8       --       --      3.8
Michael Schwartz........   17,867,453(9)    17.4    22.7       --       --     12.4
William Hague...........   17,867,453(9)    17.4    22.7       --       --     12.4
Rohit M. Desai..........   14,835,023(5)    16.9     8.3       --       --      3.6
James M. Hoak...........   10,974,781(6)    12.5     6.1       --       --      2.7
Scott I. Anderson.......      499,789(10)    *        *        --       --       *
William Kussell.........      499,789(11)    *        *        --       --       *
Gerald T. Vento.........    5,249,654(12)    6.0     2.9      50.0    49.95    26.3
Thomas H. Sullivan......    3,394,228(13)    3.9     1.9      50.0    49.95    25.8
Julie A. Dobson.........    1,602,879(14)    1.8      *        --       --       *
Robert Dowski...........       37,090(15)    *        *        --       --       *
Directors and Executive
 Officers as a Group (11
 persons)...............   69,103,142       67.3    47.4     100.0     99.9    75.0(16)
</TABLE>
--------
*   Less than one percent.
 (1) Pursuant to the rules of the Securities and Exchange Commission,
     percentages of beneficial ownership of the class A voting common stock are
     calculated assuming that shares of class A voting common stock issuable
     upon conversion of securities convertible into class A voting common stock
     are outstanding for purposes of each respective stockholder or group, but
     not outstanding for purposes of computing the percentage of any

                                      139
<PAGE>

    other person. Included in the calculation of beneficial ownership are
    shares of class A voting common stock issuable upon conversion or exercise
    of securities within 60 days of April 11, 2000. The number of shares of
    class A voting common stock held in Holding Company after the merger
    remains the same for each person or entity listed in the table except that:
    (i) AT&T will hold an aggregate of 47,038,522 shares of class A voting
    common stock, which includes 18,288,835 shares of class A voting common
    stock; 14,912,778 shares of Series F Preferred Stock convertible into
    14,717,715 shares of class A voting common stock and 195,063 shares of
    class D common stock of Holding Company; and 46,374 shares of series G
    Preferred stock convertible into 14,031,972 shares of class A voting common
    stock and 949,398 shares of class F common stock, (ii) Scott Anderson will
    hold an aggregate of 502,388 shares of class A voting common stock, which
    includes options to purchase an aggregate of 10,005 shares of Holding
    Company class A voting common stock, consisting of the conversion of
    options to purchase 2,280 shares of Tritel class A voting common stock and
    7,725 shares of TeleCorp class A voting common stock and 492,064 shares of
    class A common stock held by TeleCorp Investment Corp II, L.L.C. and (iii)
    TeleCorp's directors and executive officers as a group hold 98,276,810
    shares of Holding Company class A voting common stock.
 (2) Mr. Vento and Mr. Sullivan each own 1,545 shares of voting preference
     stock. Together, the voting preference stock possesses 50.1% of the voting
     power of all shares of TeleCorp's capital stock. Mr. Vento and Mr.
     Sullivan are required to vote their shares of voting preference stock
     together on all matters.
 (3) The percentage of voting power held in Holding Company assumes the
     conversion of 14,912,778 shares of series F preferred stock held by AT&T
     into 14,717,715 shares of class A voting common stock and 195,063 shares
     of class D common stock of Holding Company and 46,374 shares of series G
     preferred stock held by AT&T into 14,031,972 shares of class A voting
     common stock and 949,398 shares of class F common stock of Holding
     Company.

 (4) Consists of 15,265,692 shares of class A voting common stock held by CB
     Capital Investors, L.P., an affiliate of Chase Capital Partners, and
     352,956 shares of class A voting common stock held by TeleCorp Investment
     Corp., L.L.C., of which CB Capital Investors, LLC owns a majority of the
     membership interest. These shares may also be deemed to be beneficially
     owned by Mr. Hannon, a general partner of Chase Capital Partners, the non-
     managing member of CB Capital Investors, LLC, who disclaims beneficial
     ownership of all of these shares. The address of these stockholders and of
     Mr. Hannon is 1221 Avenue of the Americas, 46th Floor, New York, New York
     10020.
 (5) Consists of 8,848,318 shares of class A voting common stock held by
     Private Equity Investors III, L.P. and 5,986,705 shares of class A voting
     common stock held by Equity-Linked Investors-II. Each of these
     stockholders is an affiliate of Desai Capital Management. These shares may
     also be deemed to be beneficially owned by Mr. Desai, the managing general
     partner of each of these stockholders, who disclaims beneficial ownership
     of all of these shares. The address of these stockholders and Mr. Desai is
     540 Madison Avenue, 36th Floor, New York, New York 10022.
 (6) Consists of 919,881 shares of class A voting common stock held by HCP
     Capital Fund, L.P. and 10,054,900 shares of class A voting common stock
     held by Hoak Communications Partners, L.P. These shares may also be deemed
     to be beneficially owned by Mr. Hoak, Principal and Chairman of the
     manager of these stockholders, stockholder of the manager and General
     Partner of Hoak Communications Partners, L.P. and limited partner and
     stockholder of the General Partner of HCP Capital Fund, L.P. The address
     of these stockholders and Mr. Hoak is One Galleria Tower, 13355 Noel Road,
     Suite 1050, Dallas, Texas 75240.
 (7) Consists of 6,255,859 shares of class A voting common stock held by J. H.
     Whitney III, L.P., 150,746 shares of class A voting common stock held by
     Whitney Strategic Partners III, L.P.; and 2,694,260 shares of class A
     voting common stock held by Whitney Equity Partners, L.P. The address of
     these stockholders is 177 Broad Street, 15th Floor, Stamford, Connecticut
     06901.
 (8) Consists of 5,657,726 shares of class A voting common stock held by
     Media/Communications Partners III Limited Partnership and 265,793 shares
     of class A voting common stock held by Media/Communications Investors
     Limited Partnership. These shares may also be deemed to be beneficially
     owned by Mr. Wade, President of M/C Investor General Partner-J, Inc.,
     which is a General Partner in Media Communications Investors Limited
     Partnerships and Manager of M/C III, L.L.C., which is a General Partner in
     Media

                                      140
<PAGE>

     Communications Partners III Limited Partnership. The address of these
     stockholders and Mr. Wade is 75 State Street, Suite 2500, Boston,
     Massachusetts 02109.
 (9) Consists of (1) 3,149,737 shares of class A voting common stock and
     14,912,718 shares of series F preferred stock, which is convertible into
     14,717,715 shares of class A voting common stock and 195,063 shares of
     class D common stock, held by AT&T Wireless PCS, LLC. These shares may
     also be deemed to be held by Mr. Schwartz, Mr. Hague and various AT&T
     affiliates. Mr. Schwartz and Mr. Hague disclaim beneficial ownership of
     all of these shares. The address of Mr. Schwartz and Mr. Hague is c/o
     AT&T Wireless PCS, LLC 7277 164th Avenue, N.E., Redmond, Washington
     98052.
(10) Consists of 492,064 shares of class A voting common stock held by
     TeleCorp Investment Corp. II, L.L.C., of which Cedar Grove Partners, LLC
     owns 4.49%, and vested options to purchase 7,725 shares of class A voting
     common stock held by Mr. Anderson. Mr. Anderson is a principal of Cedar
     Grove Partners, LLC. The address of Mr. Anderson is c/o Cedar Grove
     Investments, 2415 Carillon Point, Kirkland, WA 98033.
(11) Consists of 492,064 shares of class A voting common stock held by
     TeleCorp Investment Corp. II, L.L.C., of which Mr. Kussell owns 2.99% and
     vested options to purchase 7,725 shares of class A voting common stock
     held by Mr. Kussell. The address of Mr. Kussell is c/o Allied Domecq
     Retailing USR, 15 Pacella Park Drive, Randolph, MA 02368.
(12) Consists of 492,064 shares of class A voting common stock held by
     TeleCorp Investment Corp. II, L.L.C. and 4,757,590 shares of class A
     voting common stock held by Mr. Vento. Mr. Vento serves as a manager and
     is a member of TeleCorp Investment Corp. II, L.L.C. The address of the
     stockholder is c/o TeleCorp PCS, Inc. 1010 N. Glebe Road, Suite 800,
     Arlington, VA 22201.
(13) Consists of 492,064 shares of class A voting common stock held by
     TeleCorp Investment Corp. II, L.L.C.; 2,899,964 shares of class A voting
     common stock held by Mr. Sullivan; and 2,200 shares of class A voting
     common stock held by Mr. Sullivan's spouse. Mr. Sullivan serves as a
     manager and is the manager of a member of TeleCorp Investment Corp. II,
     L.L.C. The address of Mr. Sullivan is c/o TeleCorp PCS, Inc. 1010 N.
     Glebe Road, Suite 800, Arlington, VA 22201.
(14) Consists of 1,601,279 shares of class A voting common stock held by Ms.
     Dobson and 1,600 shares of class A voting common stock held by Ms.
     Dobson's spouse.
(15) Robert Dowski's employment with TeleCorp terminated on March 8, 1999.
(16) This reflects the percentage of voting power the 11 directors and
     officers of TeleCorp will hold in Holding Company.

 Compensation of Directors

   Representatives of TeleCorp's initial investors who serve on TeleCorp's
board or any committee of its board, do not receive cash compensation for
their service on its board. Other non-management members of TeleCorp's board
or its committees receive a quarterly stipend of $1,875, $1,000 for attending
each board or committee meeting and $500 for participating in each
teleconference. The directors are also eligible to receive stock options. All
members of TeleCorp's board or any committee of its board, including its
management members, will be reimbursed for out-of-pocket expenses in
connection with attendance at meetings.

 Committees of the Board of Directors.

   TeleCorp's bylaws provide that its board may establish committees to
exercise powers delegated by TeleCorp's board. Under that authority,
TeleCorp's board has established an audit committee and a compensation
committee.

Compensation Committee Report On Executive Compensation

 Role of the Compensation Committee

   The compensation committee is comprised of four members of TeleCorp's board
of directors, Mr. Michael Schwartz, Mr. Rohit Desai, Mr. Michael Hannon and
Mr. Scott Anderson, each of whom is neither a current nor former employee of
TeleCorp. The compensation committee sets the overall compensation principles
of TeleCorp and reviews the entire compensation program at least once a year.
The base salaries of the TeleCorp's

                                      141
<PAGE>

executive officers are determined by the compensation committee. In
establishing base salaries for executive officers the compensation committee
considers numerous factors such as: a review of salaries in comparable
telecommunications companies, the executive's responsibilities, the
executive's importance to the company, the executive's performance in the
prior year, historical salary levels of the executive and relative salary
levels within the company. To date, the compensation committee has not
considered the advice of independent outside consultants in determining
whether the amounts and types of compensation TeleCorp pays to its officers
are appropriate, but the compensation committee may choose to do so from time
to time in the future.

 Executive Compensation Guiding Principles

   The goal of TeleCorp's compensation program is to attract, motivate and
retain the highly talented individuals TeleCorp needs to be a market leader in
a highly competitive industry. TeleCorp developed the program with the
company's leadership team to support the company's aggressive business
strategy. The following principles guided the development of the program:

  Compensation Should Be Related To Performance

   TeleCorp believes that the better an individual performs, the higher the
individual's compensation should be. TeleCorp also believes that individual
compensation should be tied to how well the company performs financially. That
is, when the company's performance exceeds its pre-established objectives, the
bonus pool will be higher and to the extent the company's performance does not
meet these objectives, the bonus pool is reduced, and to the extent the
company's performance is less than pre-determined levels, any award payment
will be subject to the compensation committee's discretion.

  TeleCorp Employees Should Own TeleCorp Stock

   TeleCorp provides its employees at virtually all levels with a way to
become stockholders. In August 1999 TeleCorp made stock option grants to all
of its employees employed prior to July 1, 1999 and in December 1999 TeleCorp
approved the grant of stock options to all employees employed on or before
December 31, 1999 who were not included in the previous grant of options. To
date, the executive officers have not received stock options under TeleCorp's
1999 Stock Option Plan. TeleCorp's goal is to encourage each employee to act
like an owner of the business.

  Incentive Compensation Should Be A Greater Part Of Total Compensation For
 More Senior Management

   The proportion of an individual's total compensation that depends on
individual and company performance objectives should increase as the
individual becomes more senior in the company.

   Other Goals

   TeleCorp's compensation program is designed to balance short and long-term
financial objectives, build stockholder value and reward individual, team and
corporate performance.

   TeleCorp reviews compensation survey data from several independent sources
to ensure that its total compensation program is competitive. Companies
selected include those with whom TeleCorp competes for executive and other
employee talent. TeleCorp's competitors for executive and other employee
talent are not necessarily the same companies that are included in the index
used to compare stockholder returns (see Stock Performance Graph, page 220)
because TeleCorp may require specialized skills from a more varied set of
backgrounds.

 Components of the Compensation Program

   The principal components of TeleCorp's compensation program, other than the
employee benefits, including a 401(k) retirement plan and medical insurance
plans that are available to all employees of TeleCorp, include the following:

  .  Base Salary;

                                      142
<PAGE>

  .  Short Term Incentives: Annual Bonus;

  .  Long Term Incentives: Stock Options; and

  .  Special Equity Grants: Stock Options and Restricted Stock Grants.

   Base Salary. TeleCorp sets base salaries for all employees, officers and
executives at levels that are comparable to similar positions at companies with
whom it compares for compensation purposes. While TeleCorp compares salaries on
a regular basis, it usually adjusts salaries only when its review shows a
significant deviation. This is in line with TeleCorp's philosophy that
compensation above competitive levels should come primarily from the variable
portion of the compensation package.

   Short Term Incentives: Bonus. The annual bonus component of incentive
compensation is intended to align the compensation of TeleCorp's employees,
officers and executives with the short term, or annual, performance of the
company. In 1999, the annual bonus opportunity was based on the company
achieving a number of financial, operating and other objectives, including,
without limitation, meeting revenue and expense targets, meeting build-out
requirements for its licenses and the completion of TeleCorp's initial public
offering of securities. When TeleCorp evaluates performance, it considers
factors such as leadership, customer focus, business knowledge and execution of
TeleCorp's business strategy.

   Long Term Incentives: Stock Options. TeleCorp makes grants of stock options
to independent members of the company's board of directors, as well as most
other employees of the company. On July 22, 1999, TeleCorp's board approved the
grant of options to virtually all its employees and three of its directors to
purchase an aggregate of 581,967 shares of class A voting common stock under
its plan at an exercise price of $0.0065 per share, the estimated fair value of
the class A voting common stock on the date of grant. TeleCorp effected these
grants on August 31, 1999. On December 17, 1999 TeleCorp's board also approved
the grant of options to employees employed on or prior to December 31, 1999 who
had not previously been granted options to purchase an aggregate of
approximately 260,000 shares of TeleCorp's class A voting common stock at a
below fair market exercise price of $20.00 per share. These grants will be
effective as of January 1, 2000. TeleCorp currently plans to issue future
options at an exercise price equal to the fair market value of the company's
class A voting common stock on the day it grants the options. These options
generally vest over a four year period of continuous service to the company and
expire ten years from the date of the grant. TeleCorp bases target grants on a
comparison to its selected sample group; however, grants to individuals can be
adjusted based on individual performance, retention and other special
circumstances.

   Special Equity Grants: Stock Options and Restricted Stock Grants. TeleCorp
believes that ownership of TeleCorp stock is a key element of its compensation
program and that retention of its senior management team is essential to
TeleCorp's future success, both in the short and long term. From time to time,
TeleCorp may make special equity grants to accomplish one or both of these
objectives. Depending on the circumstances, a special equity grant may take the
form of a stock option, restricted stock or a combination of the two.

 Compensation of the Chief Executive Officer.

   In fiscal 1999, TeleCorp's most highly compensated officer was Gerald T.
Vento, the chairman of the board and chief executive officer. Each year, the
board of directors agrees on a set of objectives with Mr. Vento. At the end of
the year, the compensation committee reviews Mr. Vento's performance against
those objectives. This review includes analysis of TeleCorp's short and long
term financial results, as well as its progress towards its strategic
objectives. In addition, TeleCorp considers individual factors such as Mr.
Vento's leadership ability and ability to execute TeleCorp's business strategy
and the company's relationship with customers and the investment community.

 Base Salary:

   In the year ended December 31, 1999, TeleCorp did not change Mr. Vento's
annual base salary from 1998 of $300,000. The compensation committee believes
that Mr. Vento's current annual base salary is competitive with those paid by
other companies in this industry to their chief executive officers.

                                      143
<PAGE>

 Short Term Incentives:

   For fiscal 1999, Mr. Vento's annual bonus was based on corporate objectives,
as determined by TeleCorp's board of directors, including meeting revenue and
expense targets, meeting build-out requirements for its licenses, the company's
performance compared to its competitors and the completion of the company's
initial public offering.

   When the compensation committee assessed Mr. Vento's performance and
determined his short-term incentive award at the end of the year, it considered
the following accomplishments:

  .  TeleCorp ended 1999 with over 142,000 customers;

  .  TeleCorp successfully completed its debt offering in April 1999;

  .  expenses continued to be in line with expectations;

  .  TeleCorp successfully completed its initial public offering of
     securities in November 1999; and

  .  at March 31, 2000 TeleCorp had successfully launched service in 28
     markets with networks covering approximately 74% of the population where
     the company held licenses.

 Section 162 (m)

   Under Section 162 (m) of the Internal Revenue Code of 1986, as amended,
certain executive compensation (in the form of cash, options or stock) received
by any of the three executive officers of TeleCorp, when aggregated with all
other compensation received by such executive, in excess of $1.0 million will
not be deductible by the company for federal income tax purposes unless such
compensation is awarded under a performance-based plan approved by the
stockholders of the company. To date, all awards of stock to the executive
officers have been made pursuant to agreements or plans approved by TeleCorp's
stockholders. The compensation committee intends to review the potential effect
of Section 162 (m) when making future recommendations to TeleCorp regarding the
compensation of the executive officers.

 Committee Conclusion

   The compensation committee believes that the caliber and motivation of
TeleCorp's employees and the quality of the company's leadership determine the
company's long term performance. The compensation committee further believes
that it is in the stockholders' interests to compensate executives well when
performance meets or exceeds the high standards set by the board of directors,
so long as there is an appropriate downside risk to compensation when
performance falls short of such high standards. The compensation committee was
satisfied with TeleCorp's progress for 1999 and believes that the compensation
paid was consistent with the company's philosophy of linking executive
compensation with the creation of stockholder value.

   This report was submitted by the compensation committee, composed of:

     Michael Schwartz, Chairman          Scott Anderson
     Rohit Desai                         Michael Hannon

Compensation Committee Interlocks and Insider Participation

   The TeleCorp compensation committee consists of Messrs. Anderson, Desai,
Hannon and Schwartz (chairman), none of whom is a TeleCorp employee or
consultant. In addition, none of TeleCorp's executive officers has served as a
director or member of the compensation committee of any other entity whose
executive officer served as a director or member of TeleCorp's Compensation
Committee.

                                      144
<PAGE>

Executive Compensation

Compensation of Executive Officers

 Summary Compensation Table

   The following table contains information about the cash and other
compensation that TeleCorp paid in 1998 and 1999 to Mr. Vento, TeleCorp's Chief
Executive Officer, and the three other most highly paid executive officers. The
bonuses in the table are shown in the year in which they were earned. In
general, bonuses were paid in the year after they were earned.
<TABLE>
<CAPTION>
                                                                 Long-Term
                                                                Compensation
                                   Annual Compensation             Awards
                               -------------------------------  ------------
                                                  Other Annual   Restricted    All Other
   Name and Principal          Salary      Bonus  Compensation  Stock Awards  Compensation
       Position*          Year   ($)        ($)       ($)           ($)           ($)
   ------------------     ---- -------    ------- ------------  ------------  ------------
<S>                       <C>  <C>        <C>     <C>           <C>           <C>
Gerald T. Vento.........  1999 300,000(1) 300,000       --            --            --
 Chief Executive Officer  1998 213,461(2) 157,500       --            --            --
 and Chairman

Thomas H. Sullivan......  1999 250,000(3) 250,000       --            --            --
 Executive Vice Presi-    1998 206,931(4) 125,000   106,637(5)        --            --
 dent and Chief Finan-
 cial Officer

Julie A. Dobson.........  1999 250,000    250,000    67,871(6)     47,574(7)        --
 Vice President and       1998 124,289    155,000    66,134(8)      5,494(9)        --
 Chief Operating Officer

Robert Dowski(10).......  1999  35,000        --        --            --        275,497(11)
 Chief Financial Officer  1998 181,196    105,000       --          2,064(12)       --
</TABLE>
--------
 *  TeleCorp historically has had only four officers that constitute executive
    officers, and as of April 11, 2000, has only three officers that constitute
    executive officers as a result of the departure of Mr. Dowski in March
    1999.
 (1) This amount consists of $300,000 that TeleCorp Management Corp. paid to
     Mr. Vento out of amounts TeleCorp paid to TeleCorp Management Corp. under
     the Management Agreement.
 (2) This amount consists of $111,538 that TeleCorp Management Corp. paid to
     Mr. Vento out of amounts TeleCorp paid to TeleCorp Management Corp. under
     the Management Agreement and $101,923 that TeleCorp Holding Corp. paid to
     Mr. Vento.
 (3) This amount consists of $250,000 that TeleCorp Management Corp. paid to
     Mr. Sullivan out of amounts TeleCorp paid to TeleCorp Management Corp.
     under the Management Agreement.
 (4) This amount consists of $92,947 that TeleCorp Management Corp. paid to Mr.
     Sullivan out of amounts TeleCorp paid to TeleCorp Management Corp. under
     the Management Agreement and $113,984 that TeleCorp Holding Corp. paid to
     Mr. Sullivan.
 (5) This amount consists of $103,637 in relocation expenses that TeleCorp
     Management Corp. paid to Mr. Sullivan out of amounts that TeleCorp paid to
     TeleCorp Management Corp. under the Management Agreement and $3,000 that
     TeleCorp paid on behalf of Mr. Sullivan in TeleCorp's 401(k) plan.
 (6) This amount consists of $67,871 in relocation expenses that TeleCorp
     Communications paid to Ms. Dobson.
 (7) Consists of 833 shares of series E preferred stock, valued at $52.00 per
     share, and 532,308 shares of class A voting common stock, valued at $0.008
     per share, issued under TeleCorp's restricted stock plan on July 1, 1999.
 (8) This amount consists of $66,134 in relocation expenses that TeleCorp
     Communications paid to Ms. Dobson.
 (9) Consists of 2,287 shares of series E preferred stock, valued at $1.00 per
     share, and 1,068,971 shares of class A voting common stock, valued at
     $0.003 per share, issued under TeleCorp's restricted stock grant plan on
     July 17, 1998.
(10) Mr. Dowski ceased to be employed with TeleCorp as of March 8, 1999, except
     for transition support.
(11) This amount consists of amounts TeleCorp paid or is required to pay to Mr.
     Dowski pursuant to his Separation Agreement as follows: $210,000 payable
     in 12 monthly installments of $17,500 each, ending March 2000, $17,769 for
     his vacation balance and $47,728 in relocation expenses.
(12) Consists of 714 shares of series E preferred stock, valued at $1.00 per
     share, and 449,877 shares of class A voting common stock, valued at $0.003
     per share, issued under TeleCorp's restricted stock grant plan on July 17,
     1998. In March 1999, TeleCorp repurchased 577 of Mr. Dowski's shares of
     series E preferred stock and 406,786 of Mr. Dowski's shares of class A
     voting common stock, for a total of approximately $19, which is not
     reflected in the table.

                                      145
<PAGE>

Option Grants in Fiscal Year Ending December 31, 1999

   There were no stock options awarded to the named executive officers in the
last fiscal year.

Management Agreement

   Pursuant to the merger, Messrs. Vento and Sullivan will enter into a new
management agreement with Holding Company which is substantially similar to the
original management agreement with TeleCorp.

   Under the original management agreement dated July 17, 1998, as amended,
TeleCorp Management Corp., under TeleCorp's oversight, review and ultimate
control and approval, assists TeleCorp with:

  .  administrative services, such as accounting, payment of all bills and
     collection;

  .  operational services, such as engineering, maintenance and construction;

  .  marketing services, such as sales, advertising and promotion;

  .  regulatory services, such as tax compliance, Federal Communications
     Commission applications and regulatory filings; and

  .  general business services, such as supervising employees, budgeting and
     negotiating contracts.

   Mr. Vento and Mr. Sullivan own TeleCorp Management Corp.

   TeleCorp Management Corp. has agreed to provide the services of Mr. Vento
and Mr. Sullivan in connection with the performance of TeleCorp Management
Corp.'s obligations under the management agreement. Mr. Vento and Mr. Sullivan
have agreed to devote their entire business time and attention to providing
these services, provided that they may devote reasonable periods of time to
other enumerated activities.

   TeleCorp reimburses TeleCorp Management Corp. for all out of pocket expenses
it incurs for the retention of third parties on TeleCorp's behalf. TeleCorp
pays TeleCorp Management Corp. fees of $550,000 per year, payable in monthly
installments. TeleCorp Management Corp. is also entitled to a potential annual
bonus based upon the achievement of objectives established by the compensation
committee of TeleCorp's board of directors for a particular calendar year. In
1998 and 1999, TeleCorp Management Corp. earned bonuses totaling approximately
$282,500 and $550,000, respectively.

   The management agreement has a five-year term. TeleCorp may terminate the
management agreement immediately in certain circumstances including:

  .  indictment of Mr. Vento or Mr. Sullivan for a felony;

  .  a material breach which remains uncured after 30 days written notice;

  .  the failure of TeleCorp Management Corp. to provide to TeleCorp the
     services of Mr. Vento and Mr. Sullivan;

  .  an event of default on any of TeleCorp's credit agreements for
     borrowings of $25.0 million or more; or

  .  acceleration of any of TeleCorp's indebtedness over $25.0 million.

   TeleCorp Management Corp. may terminate the agreement voluntarily upon 30
days written notice to TeleCorp. TeleCorp Management Corp. may also terminate
the agreement immediately if:

  .  Mr. Vento and Mr. Sullivan are removed as directors or are demoted or
     removed from their respective offices or there is a material
     diminishment of Mr. Vento's and Mr. Sullivan's responsibilities, duties
     or status, which diminishment is not rescinded within 30 days after the
     date of receipt by TeleCorp's board of directors from Mr. Vento and Mr.
     Sullivan of their respective written notice referring to the management
     agreement and describing the diminishment; or

  .  TeleCorp relocates its principal offices without TeleCorp Management
     Corp.'s consent to a location more than 50 miles from TeleCorp's
     principal offices in Arlington, Virginia.

                                      146
<PAGE>

   If TeleCorp Management Corp. terminates the agreement for the two preceding
reasons or if TeleCorp terminates the agreement because of a breach by TeleCorp
Management Corp. or TeleCorp fails to comply with any of its credit agreements
for borrowed money in the amount of $25.0 million or more, TeleCorp Management
Corp. will be entitled to their management fee and annual bonus. Their annual
bonus will be determined as follows:

  .  if the date of termination is on or prior to June 30 or any applicable
     calendar year, the annual bonus will be equal to a pro rata portion of
     the annual bonus in respect of that year, as determined based upon
     TeleCorp's achievement of the objectives for that year;

  .  if the date of termination is after June 30 of any applicable calendar
     year, the annual bonus will be equal to the annual bonus payable in
     respect of that year, as determined based upon TeleCorp's achievement of
     the objectives for that year,

in either instance payable upon the later to occur of 30 days after
certification of TeleCorp's financial statements for that year and the last day
of the month after which a new management service provider is retained by
TeleCorp, and conditioned upon TeleCorp Management Corp. having nominated a
successor person or persons, who are acceptable to TeleCorp's board of
directors, and:

  .  who would not cause a significant and detrimental effect on TeleCorp's
     eligibility to hold its PCS licenses and to realize the benefits, if
     any, that TeleCorp derives from TeleCorp Management Corp.'s status as a
     very small business; and

  .  to whom TeleCorp voting preference common stock and class C common stock
     will be transferred by Mr. Vento and Mr. Sullivan.

   Under the new management agreement, which becomes effective on the closing
of the merger, if either Mr. Sullivan or Mr. Vento are removed without cause or
leave with good reason, then TeleCorp's repurchase rights with respect to Mr.
Sullivan's and Mr. Vento's unvested stock will terminate and Mr. Sullivan's and
Mr. Vento's unvested stock will become immediately vested.

   The management agreement protects TeleCorp if TeleCorp Management Corp. does
not nominate an acceptable person or persons to provide management services to
TeleCorp.

   The shares of class A voting common stock and series E preferred stock that
Mr. Vento and Mr. Sullivan received under the securities purchase agreement
vest in accordance with the following schedule, which is contained in the
management agreement:

<TABLE>
<CAPTION>
   Vesting Date                                                Percent of Shares
   ------------                                                -----------------
   <S>                                                         <C>
   July 17, 1998..............................................         20%
   July 17, 2000..............................................         15%
   July 17, 2001..............................................         15%
   July 17, 2002..............................................         15%
   July 17, 2003..............................................         15%
</TABLE>

   The remaining shares vest according to the completion of different steps in
TeleCorp's minimum construction plan.

   TeleCorp is obligated to repurchase from Mr. Vento and Mr. Sullivan, and
they are required to sell to TeleCorp, following the termination of the
management agreement for any reason, the amount of TeleCorp's class A voting
common stock, up to 5,764,595 shares, and TeleCorp's series E preferred stock,
up to 18,219 shares, that have not yet vested.

   During the term of the management agreement, and under limited circumstances
for a period following termination, TeleCorp Management Corp., Mr. Vento and
Mr. Sullivan are prohibited from assisting or becoming associated with any
person or entity, other than as a holder of up to 5% of the outstanding voting
shares of any publicly traded company, that is actively engaged in the business
of providing mobile wireless communications services in TeleCorp's territory,
and from employing any person who was employed by TeleCorp unless that person
was not employed by TeleCorp for a period of at least six months.


                                      147
<PAGE>

Employment Agreement

   On July 17, 1998, TeleCorp entered into an employment agreement with Julie
Dobson. On February 27, 2000, TeleCorp agreed to amend Ms. Dobson's employment
agreement to be effective upon the closing of the merger.

   The Original Agreement. Under the original agreement Ms. Dobson serves as
TeleCorp's Chief Operating Officer at a base annual salary of $250,000. Ms.
Dobson is eligible under the employment agreement, at TeleCorp's board of
directors's discretion, to receive a potential annual bonus based upon the
achievement of objectives established by the compensation committee of the
board of directors.

   Ms. Dobson's employee agreement provides that she is an employee-at-will.
TeleCorp will reimburse the reasonable expenses that she incurs while
performing her services under her employment agreement and she may participate
in TeleCorp's employee benefit plans available to employees of comparable
status and position.

   If Ms. Dobson should die, TeleCorp will pay any amounts that it owed her
under her employment agreement accrued prior to her death to her estate, heirs
and beneficiaries. All family medical benefits under the employment agreement
for the benefit of Ms. Dobson will continue for six months after death.

   If TeleCorp terminates Ms. Dobson for cause, or she voluntarily quits,
TeleCorp will pay her any amounts that TeleCorp owes her that accrued prior to
the cessation of employment. If TeleCorp terminates her other than for cause,
TeleCorp will pay Ms. Dobson an amount equal to her then annual base salary, at
normal payroll intervals, as well as continue to cover her under its employee
benefit plans for 12 months. Cause is:

  .  engaging in misconduct which has caused demonstrable and serious injury,
     financial or otherwise, to TeleCorp or its reputation;

  .  being convicted of a felony or misdemeanor as evidenced by a judgment,
     order or decree of a court of competent jurisdiction;

  .  failing to comply with the TeleCorp board of directors's directions, or
     neglecting or refusing to perform the executive's duties or
     responsibilities, unless changed significantly without the executive's
     consent; or

  .  violating the employee agreement or restricted stock grant plan.

   Under her employment agreement, Ms. Dobson is subject to confidentiality
provisions, and has agreed, for one year after cessation of employment with
TeleCorp, to non-competition and non-solicitation provisions and to limit
public statements concerning TeleCorp.

   The Amended Agreement. The amendment to the original employment agreement
provides that if:

  .  Ms. Dobson's employment with TeleCorp is terminated by TeleCorp without
     cause; or

  .  Ms. Dobson's employment with TeleCorp is terminated by Ms. Dobson
     because:

    (i) TeleCorp failed to: (a) make payment of Ms. Dobson's annual base
        salary or bonus, (b) reimburse Ms. Dobson for expenses she incurred
        while performing her duties, and (c) include Ms. Dobson in all
        benefit plans for which she qualified;

    (ii) TeleCorp causes a material breach of the amended agreement;

    (iii) Ms. Dobson is demoted or removed from her offices or there is a
          material diminishment of her responsibilities, duties or status;

                                      148
<PAGE>

   in each case within 30 days of Ms. Dobson's written notice of the failure,
or

    (iv) TeleCorp relocates its offices to a location more than 50 miles
         from its principal offices in Arlington, Virginia without Ms.
         Dobson's approval,

  .  then any shares of TeleCorp stock which were granted to Ms. Dobson
     pursuant to a stock or award plan that had not vested will immediately
     vest. Neither the merger nor the contribution will cause the demotion or
     diminishment of Ms. Dobson's duties or responsibilities.

 1998 Restricted Stock Plan

   In July 1998 TeleCorp established the TeleCorp PCS, Inc. 1998 Restricted
Stock Plan to award key employees shares of its series E preferred stock and
class A voting common stock. Each award is subject to a five- or six-year
vesting schedule that depends on the employee's date of hire, with unvested
shares being redeemed by TeleCorp for $0.003 per share upon termination of
employment. The shares granted are subject to the same transfer restrictions
and repurchase rights as shares held by AT&T and TeleCorp's other initial
investors. As of April 11, 2000, 6,821 shares of series E preferred stock and
3,884,821 shares of class A voting common stock were outstanding under this
plan. TeleCorp repurchased an additional 1,361 shares of series E preferred
stock and 959,261 shares of class A voting common stock from TeleCorp's
stockholders, which it had granted under this plan, and TeleCorp has regranted
some of these repurchased shares under this plan. Any shares not granted on or
prior to July 17, 2003 will be granted to Messrs. Vento and Sullivan.

 1999 Stock Option Plan

   On July 22, 1999, TeleCorp implemented the 1999 Stock Option Plan to award
employees and members of its board of directors options to acquire shares of
its class A voting common stock. TeleCorp's board of directors has the
discretion to determine the terms of any options granted under this plan.
TeleCorp has reserved 1,814,321 shares of its class A voting common stock for
issuance under this plan. On July 22, 1999, TeleCorp's board of directors
approved the grant of options to virtually all of its employees and three of
its directors to purchase an aggregate of 581,967 shares of class A voting
common stock under TeleCorp's plan at an exercise price of $0.0065 per share,
the estimated fair value of the class A voting common stock on the date of
grant. TeleCorp effected these grants on August 31, 1999. On December 17, 1999,
TeleCorp's board of directors also approved the grant of options to employees
employed on or prior to December 31, 1999 who had not previously been granted
options to purchase an aggregate of approximately 260,000 shares of its class A
voting common stock at a below fair market value exercise price of $20.00 per
share. These grants were effective as of January 1, 2000. On March 20, 2000,
TeleCorp's board of directors approved the grant of options to newly hired
employees to be granted on the last day of the month the employee was hired at
a per share exercise price equal to the greater of the estimated fair market
value on that day or $44.02. As of March 31, 2000 TeleCorp had not granted any
options to purchase shares of class A voting common stock to employees hired in
January, February and March of 2000. All of the options granted vest ratably
over a three to four year period.

 Separation Agreement

   On March 8, 1999, TeleCorp entered into a separation agreement with Mr.
Dowski under which TeleCorp paid Mr. Dowski a lump sum payment of $105,000 plus
additional amounts representing unused vacation time and travel and relocation
reimbursements and an aggregate of $210,000 payable in 12 installments of
$17,500 per month. TeleCorp also repurchased 577 shares of Mr. Dowski's series
E preferred stock and 406,786 of Mr. Dowski's class A voting common stock for
an aggregate amount of approximately $19.

AT&T Agreements

   On January 23, 1998, TeleCorp and AT&T announced the formation of a venture
under which TeleCorp is financing, constructing and operating a wireless
communications network using the AT&T and SunCom brand

                                      149
<PAGE>


names and logos together, giving equal emphasis to both. AT&T contributed
licenses to TeleCorp in exchange for an equity interest in it. The venture
provides the basis for an alliance between TeleCorp and AT&T to provide
wireless communications services in particular markets. These agreements are
unique and were heavily negotiated by the parties. The parties entered into
these agreements as a whole, and, taken as a whole, TeleCorp believes that the
terms of these agreements were no more favorable to any of the parties than
could have been obtained from third parties negotiated at arm's length. AT&T,
as a result of these agreements, owns shares of TeleCorp's capital stock. In
addition, Mary Hawkins-Key, formerly one of TeleCorp's directors, was a senior
vice president of AT&T Wireless until April 2000 and Michael Schwartz, a
current TeleCorp director, was a vice president of AT&T's Acquisitions and
Development group until his departure in March 2000 and he continues to provide
services to AT&T on a part-time basis. The terms of the venture and the
alliance are described in a number of agreements, summaries of which are set
forth below.

 Securities Purchase Agreement

   Under a securities purchase agreement, dated as of January 23, 1998, as
amended, among TeleCorp, its initial investors, the former stockholders of
TeleCorp Holding Corp., and Mr. Vento and Mr. Sullivan, TeleCorp received PCS
licenses from AT&T Wireless and TWR Cellular, Inc. in exchange for shares of
TeleCorp's series A preferred stock, series D preferred stock and series F
preferred stock and $21.0 million in cash. TeleCorp's initial investors include
AT&T Wireless, Chase Capital Partners, Desai Associates, Hoak Capital
Corporation, J. H. Whitney & Co., M/C Partners, One Liberty Fund III, L.P.,
Toronto Dominion Investments, Inc. and Northwood Capital Partners. Under the
securities purchase agreement, the initial investors other than AT&T Wireless
agreed to contribute $128.0 million to TeleCorp in exchange for shares of
TeleCorp's series C preferred stock, class A voting common stock, class C
common stock, and class D common stock. In addition, the securities purchase
agreement provides that, upon the closing by TeleCorp of an acquisition of PCS
licenses covering populations of one million or more people, TeleCorp's initial
investors other than AT&T Wireless will contribute an additional $5.0 million
to it in exchange for additional shares of TeleCorp's series C preferred stock
and class A voting common stock. This obligation was satisfied in connection
with TeleCorp's purchase of licenses of Digital PCS LLC. Approximately $39.0
million of the contributions to be made by TeleCorp's initial investors other
than AT&T Wireless were made upon the closing of the transactions contemplated
by the securities purchase agreement, which occurred on July 17, 1998, and the
remainder of the contributions will be made over a three-year period. The
obligations of such initial investors to make their remaining contributions
are:

  .  irrevocable and unconditional, and not subject to counterclaim, set-off,
     deduction or defense, or to abatement, suspension, deferment, diminution
     or reduction for any reason whatsoever; and

  .  secured by a pledge of the shares of TeleCorp's capital stock issued to
     each such initial investor under the securities purchase agreement.

   Under the securities purchase agreement, Mr. Vento and Mr. Sullivan
exchanged their shares of stock in TeleCorp Holding Corp. for shares of
TeleCorp's series E preferred stock, class A voting common stock, class C
common stock and class D common stock. Mr. Vento and Mr. Sullivan also each
received 1,545 shares of TeleCorp's voting preference stock in exchange for
shares of stock TeleCorp previously issued to them. The other former
stockholders of TeleCorp Holding Corp. exchanged their shares of stock in
TeleCorp Holding Corp. for shares of TeleCorp's series C preferred stock, class
A voting common stock, class C common stock and class D common stock. The table
below indicates each of the parties to the securities purchase agreement, their
contribution and the consideration received:

                                      150
<PAGE>

<TABLE>
<CAPTION>
      Stockholder               Contribution          Consideration Received
      -----------         ------------------------ ----------------------------
<S>                       <C>                      <C>
 . AT&T Wireless           . PCS licenses covering  . 30,650 shares of
                          some of the basic        TeleCorp's
                          trading                  series A preferred stock
                          areas or other areas     . 15,741 shares of
                          within the St. Louis     TeleCorp's
                          major trading            series D preferred stock
                          area, the Louisville-    . 4,735,410 shares of
                          Lexington-Evansville     TeleCorp's
                          major trading area, and  series F preferred stock
                          the Boston-Providence
                          major trading area
 . TWR Cellular, Inc.      . PCS licenses covering  . 36,073 shares of
                          the Little Rock,         TeleCorp's
                          Arkansas major           series A preferred stock
                          trading area and         . 18,526 shares of
                          covering some of the     TeleCorp's
                          basic trading            series D preferred stock
                          areas or other areas     . 5,573,267 shares of
                          within the Memphis-      TeleCorp's
                          Jackson major trading    series F preferred stock
                          area

 . Chase Capital Partners  . $27,782,016            . 28,942 shares of
                                                   TeleCorp's
                          . 363 class A shares of  series C preferred stock
                          TeleCorp Holding Corp.   . 8,500,982 shares of
                                                   TeleCorp's
                          . 2,296 class C shares   class A voting common stock
                          of
                          TeleCorp Holding Corp.   . 27,489 shares of
                                                   TeleCorp's
                          . 58 series A preferred  class C common stock
                          shares of TeleCorp       . 180,459 shares of
                          Holding Corp.            TeleCorp's class D common
                                                   stock

 . Desai Associates        . $27,782,016            . 27,782 shares of
                                                   TeleCorp's
                                                   series C preferred stock
                                                   . 8,148,027 shares of
                                                   TeleCorp's
                                                   class A voting common stock
                                                   . 26,914 shares of
                                                   TeleCorp's
                                                   class C common stock
                                                   . 176,680 shares of
                                                   TeleCorp's
                                                   class D common stock
 . Hoak Capital            . $20,836,512            . 20,837 shares of
 Corporation                                       TeleCorp's
                                                   series C preferred stock
                                                   . 6,111,022 shares of
                                                   TeleCorp's
                                                   class A voting common stock
                                                   . 20,184 shares of
                                                   TeleCorp's
                                                   class C common stock
                                                   . 132,512 shares of
                                                   TeleCorp's
                                                   class D common stock
 . J.H. Whitney & Co.      . $17,363,760            . 17,364 shares of
                                                   TeleCorp's series C
                                                   preferred stock
                                                   . 5,092,518 shares of
                                                   TeleCorp's class A voting
                                                   common stock
</TABLE>

                                      151
<PAGE>

<TABLE>
<CAPTION>
      Stockholder               Contribution          Consideration Received
      -----------         ------------------------ ----------------------------
<S>                       <C>                      <C>
                                                   . 16,822 shares of
                                                   TeleCorp's
                                                   class C common stock
                                                   . 110,427 shares of
                                                   TeleCorp's
                                                   class D common stock
 . Entergy Technology      . $13,891,008            . 15,051 shares of
 Holding                                           TeleCorp's
Company, who has since    . 1,974 class B shares   series C preferred stock
 transferred all of       of
TeleCorp's capital stock  TeleCorp Holding Corp.   . 4,426,969 shares of
 it owned to other                                 TeleCorp's
of TeleCorp's initial     . 685 class C shares of  class A voting common stock
 investors
                          TeleCorp Holding Corp.   . 106,151 shares of
                                                   TeleCorp's
                          . 58 series A preferred  class D common stock
                          shares of TeleCorp
                          Holding Corp.
 . M/C Partners and M/C    . $10,418,256            . 11,578 shares of
 Investors                                         TeleCorp's
                          . 363 class A shares of  series C preferred stock
                          TeleCorp Holding Corp.   . 3,408,462 shares of
                                                   TeleCorp's
                          . 2,296 class C shares   class A voting common stock
                          of TeleCorp Holding      . 10,667 shares of
                          Corp.                    TeleCorp's
                          . 58 series A preferred  class C common stock
                          shares of TeleCorp       . 70,035 shares of
                          Holding Corp.            TeleCorp's class D common
                                                   stock
 . One Liberty Fund III,   . $3,472,752             . 5,004 shares of TeleCorp's
 LP
                          . 837 class A shares of  series C preferred stock
                          TeleCorp Holding Corp.   . 1,431,461 shares of
                                                   TeleCorp's
                          . 2,273 class C shares   class A voting common stock
                          of
                          TeleCorp Holding Corp.   . 4,039 shares of TeleCorp's
                          . 77 series A preferred  class C common stock
                          shares of TeleCorp       . 26,506 shares of
                          Holding Corp.            TeleCorp's class D common
                                                   stock
 . Toronto Dominion        . $3,472,752             . 3,473 shares of TeleCorp's
 Investments
                                                   series C preferred stock
                                                   . 1,018,504 shares of
                                                   TeleCorp's
                                                   class A voting common stock
                                                   . 3,365 shares of TeleCorp's
                                                   class C common stock
                                                   . 22,084 shares of
                                                   TeleCorp's
                                                   class D common stock
 . Northwood Capital       . $2,430,928             . 3,591 shares of TeleCorp's
 Partners
and Northwood Ventures    . 363 class A shares of  series C preferred stock
                          TeleCorp Holding Corp.   . 1,065,908 shares of
                                                   TeleCorp's
                          . 2,296 class C shares   class A voting common stock
                          of
                          TeleCorp Holding Corp.   . 2,929 shares of TeleCorp's
                                                   class
                          . 58 series A preferred  C common stock
                          shares of TeleCorp       . 19,241 shares of
                          Holding Corp.            TeleCorp's class D common
                                                   stock
 . Gilde Investment Fund   . 8 class A shares of    . 15 shares of TeleCorp's
B.V.                      TeleCorp Holding Corp.   series C preferred stock
                          . 23 class C shares of   . 4,168 shares of TeleCorp's
                          TeleCorp Holding Corp.   class A voting common stock
                          . 1 series A preferred   . 6 shares of TeleCorp's
                          share of TeleCorp        class C common stock
                          Holding Corp.
</TABLE>

                                      152
<PAGE>

<TABLE>
<CAPTION>
     Stockholder             Contribution          Consideration Received
     -----------       ------------------------ ----------------------------
<S>                    <C>                      <C>
                                                . 43 shares of TeleCorp's
                                                class D common stock
 . TeleCorp Investment  . 2,659 class C shares   . 352,956 shares of
Corp., L.L.C.          of TeleCorp Holding      TeleCorp's class A voting
                       Corp.                    common stock
                       . 58 series A preferred  . 575 shares of TeleCorp's
                       shares of TeleCorp       class C common stock
                       Holding
                       Corp.                    . 3,780 shares of TeleCorp's
                                                class D common stock
                                                . 1,160 shares of TeleCorp's
                                                series C preferred stock
 . Gerald T. Vento      .$450,000                .1,545 shares of TeleCorp's
                       .1,788 class A shares of voting preferred common
                                                stock
                       TeleCorp Holding Corp.   .450 shares of TeleCorp's
                                                series C preferred stock
                                                .8,729 shares of TeleCorp's
                                                series E preferred stock
                                                .3,462,725 shares of
                                                TeleCorp's class A voting
                                                common stock
                                                .105,443 shares of
                                                TeleCorp's class C common
                                                stock
                                                .2,861 shares of TeleCorp's
                                                class D common stock
 . Thomas H. Sullivan   .$100,000                .1,545 shares of TeleCorp's
                       .1,112 class A shares of voting preferred common
                                                stock
                       TeleCorp Holding Corp.   .100 shares of TeleCorp's
                                                series C preferred stock
                                                .5,426 shares of TeleCorp's
                                                series E preferred stock
                                                .2,099,927 shares of
                                                TeleCorp's class A voting
                                                common stock
                                                .65,372 shares of TeleCorp's
                                                class C common stock
                                                .637 shares of TeleCorp's
                                                class D common stock
</TABLE>

   TeleCorp's initial investors other than AT&T also committed in the
securities purchase agreement to make additional irrevocable equity
contributions in the aggregate amount of $5.0 million in return for the
issuance of preferred and common stock in connection with TeleCorp's
acquisition of licenses from Digital PCS LLC. In addition, upon the closing of
the transactions contemplated by the securities purchase agreement, TeleCorp
also issued to other members of management shares of TeleCorp's series E
preferred stock and class A voting common stock. Up to 35.7% of the class A
voting common stock issued to members of management are under TeleCorp's
restricted stock plan. Shares issued under the restricted stock plan are
subject to forfeiture according to a schedule if employment of such stockholder
with TeleCorp is terminated within six years after the closing of the
securities purchase agreement.

 Network Membership License Agreement

   Under a network license agreement dated as of July 17, 1998 between AT&T and
TeleCorp, AT&T granted to TeleCorp a royalty-free, non-transferable, non-
sublicensable, non-exclusive, limited license to use some of their licensed
marks in TeleCorp's markets, including:

  .  the logo containing the AT&T name and globe design;

                                      153
<PAGE>

  .  the expression "Member, AT&T Wireless Services Network"; and

  .  AT&T colors, graphics and overall configurations.

   The licensed marks may only be used in connection with licensed activities.
These licensed activities include:

  .  providing to TeleCorp's customers and resellers of TeleCorp's wireless
     services, solely within the areas covered by TeleCorp's licenses, mobile
     wireless communications services; and

  .  marketing and offering the licensed services within the areas covered by
     TeleCorp's licenses with limited advertising outside TeleCorp's licensed
     area.

   The license agreement also grants TeleCorp the right to use licensed marks
on specified mobile phones distributed to TeleCorp's customers.

   Except in specified instances, AT&T has agreed not to grant to any other
person a right to provide or resell, or act as agent for any person offering,
mobile wireless communications services under the licensed marks in TeleCorp's
licensed markets. AT&T retains all rights of ownership in the licensed marks,
subject to its exclusivity obligations to TeleCorp, in both the areas covered
by TeleCorp's licenses and all other areas.

   The license agreement restricts TeleCorp's use and modification of any of
the licensed marks. Although TeleCorp may develop its own marks, TeleCorp may
not use them together with the licensed marks without the prior approval of
AT&T. Any services TeleCorp markets or provides using the licensed marks must
be of comparable quality to similar services that AT&T markets and provides in
areas that are comparable to the areas covered by TeleCorp's licenses. TeleCorp
may take into account commercial reasonableness and the relative stage of
development of the licensed areas, to determine what is comparable service.
TeleCorp must also provide sufficiently high quality services to provide
maximum enhancement to and protect licensed marks, such as attaining specified
levels of network quality, audio quality, system performance and meeting
customer care standards. The license agreement also defines specific testing
procedures to determine compliance with these standards and affords TeleCorp
with a grace period to cure any instances of noncompliance. Following the cure
period, TeleCorp must stop using the licensed marks until it complies with the
standards, or TeleCorp may be deemed to be in breach of the license agreement
and may lose its rights to the licensed marks.

   TeleCorp may not assign, sublicense or transfer, by change of control or
otherwise, any of its rights under the license agreement, except that the
license agreement may be, and has been, assigned to TeleCorp's lenders under
TeleCorp's senior credit facilities. After the expiration of any applicable
grace and cure periods under TeleCorp's senior credit facilities, the lenders
may then enforce TeleCorp's rights under the license agreement and assign the
license agreement to any person with AT&T's consent.

   The initial term of the license agreement is for a period of five years,
which will be automatically renewed for an additional five-year period if each
party gives written notice to the other party of the election to renew the
license agreement and neither party gives notice of non-renewal.

   The license agreement may be terminated by AT&T at any time in the event of
TeleCorp's significant breach and the exhaustion of any applicable cure
periods, which include:

  .  TeleCorp's misuse of any licensed marks;

  .  TeleCorp's bankruptcy;

  .  TeleCorp's licensing or assigning of any of its rights under the license
     agreement, except as permitted by the terms of the license agreement;

  .  TeleCorp's loss of the licenses acquired from AT&T;

  .  TeleCorp's failure to maintain AT&T's quality standards in any material
     respect; or

                                      154
<PAGE>

  .  TeleCorp's change of control, which is defined as a transaction, other
     than a transfer by AT&T, that results in any person other than
     TeleCorp's initial stockholders or TeleCorp's senior lenders acquiring
     beneficial ownership of more than 50% of TeleCorp's voting stock, or
     33.3% of TeleCorp's voting stock if the person acquiring TeleCorp stock
     acquires more than TeleCorp's initial stockholders hold at that time.
     Also included is a transaction that results in any of the three largest
     telecommunications carriers, excluding AT&T and any wireless carrier
     using TDMA technology, or any regional bell operating company, or
     Microsoft acquiring more than 15% of TeleCorp's voting stock, excluding
     acquisitions through open market transactions or a majority of
     TeleCorp's directors are removed in a proxy contest.

   TeleCorp's rights under the license agreement are also subject to the
minimum construction plan set forth in the stockholders' agreement. For more
information concerning the minimum construction plan, see the discussion under
"Stockholders' Agreement" under the heading "AT&T Agreements." After the
initial term, AT&T may also terminate the license agreement in connection with
a disqualifying transaction.

   Upon closing of the Digital PCS acquisition, the license agreement was
automatically amended to include the Baton Rouge, Houma, Hammond and Lafayette,
Louisiana basic trading areas under its scope. Upon closing of the Puerto Rico
acquisition, the license agreement was automatically amended to include the San
Juan major trading area under its scope. Upon the closing of the Wireless 2000
acquisition, the license agreement was automatically amended to include the
Alexandria and Lake Charles, Louisiana basic trading areas and certain other
counties under the Monroe, Louisiana basic trading area under its scope.

 Intercarrier Roamer Service Agreement/Roaming Administration Service Agreement

   Intercarrier Roamer Service Agreement. TeleCorp entered into the
intercarrier roamer services agreement dated as of July 17, 1998 with AT&T
Wireless Services and several of its affiliates. TeleCorp has agreed with AT&T
Wireless that each party, in its capacity as a serving provider, will provide
services to each others' customers where it has a license or permit to operate
a wireless communications system. Each home carrier whose customers receive
service from a serving provider will pay to the serving provider all of the
serving provider's charges for wireless service and all of the applicable
charges. Each serving provider's service charges per minute or partial minute
for use for the first three years will be fixed at a declining rate.

   The intercarrier roamer service agreement has a term of 20 years, which is
automatically renewed on a year-to-year basis unless terminated by either party
upon 90-days prior written notice after 10 years. The intercarrier roamer
service agreement may be terminated immediately by either party upon written
notice to the other of a default of the other party. A party will be in default
under the intercarrier roamer service agreement upon any of the following:

  .  a material breach of any material term of the intercarrier roamer
     service agreement by a party that continues for 30 days after receipt of
     written notice of the breach from the nonbreaching party;

  .  voluntary liquidation or dissolution or the approval by the management
     or owners of a party of any plan or arrangement for the voluntary
     liquidation or dissolution of the party; or

  .  bankruptcy or insolvency of a party.

   The intercarrier roamer service agreement may also be suspended by either
party immediately upon written notice to the other party of the existence of a
breach of the agreement, whether or not the breach constitutes a default, if
the breach materially affects the service being provided to the customers of
the non-breaching party. While the suspension is in effect, either in whole or
in part, the parties will work together to resolve as quickly as possible the
difficulty that caused the suspension. When the party who originally gave
notice of suspension concludes that the problem causing the suspension has been
resolved, that party will give to the other written notice to this effect, and
the agreement will resume in full effect within five business days after the
parties have mutually agreed that the problem has been resolved. Neither party
may assign or transfer

                                      155
<PAGE>

its rights and obligations under the intercarrier roamer service agreement
without the written consent of the other party, except to an affiliate or an
assignee of its license.

   Roaming Administrative Service Agreement. Under the roaming administrative
service agreement dated as of July 17, 1998 between AT&T Wireless and TeleCorp,
AT&T Wireless has agreed to make available to TeleCorp the benefits of the
intercarrier roaming services agreements it has entered into with other
wireless carriers, subject to the consent of the other wireless carriers and to
TeleCorp remaining a member in good standing of the North American Cellular
Network.

   The roaming administrative service agreement has an initial term of two
years, which is automatically renewed on a year-to-year basis unless terminated
by either party upon 90-days prior written notice. Either party may terminate
the roaming administrative service agreement for any reason at any time upon
180-days prior written notice. Either party may also terminate the roaming
administrative service agreement:

  .  upon a material breach of the other party that is not cured or for which
     cure is not reasonably begun within 30 days after written notice of the
     claimed breach; or

  .  immediately by either party, after reasonable prior notice, if the other
     party's operations materially and unreasonably interfere with its
     operations and the interference is not eliminated within 10 days.

   AT&T Wireless can terminate the roaming administrative service agreement if:

  .  TeleCorp is no longer a member in good standing of the North American
     Cellular Network; or

  .  the agreement under which AT&T Wireless receives roaming administration
     services is terminated or expires; provided, however, that AT&T Wireless
     will offer to resume its services in the event that it extends or
     continues that agreement.

   Neither party may assign or transfer its rights and obligations under the
roaming administrative service agreement without the written consent of the
other party, except to an affiliate or an assignee of its license, except that
AT&T Wireless may subcontract its duties.

 Resale Agreement

   The stockholders' agreement provides that, from time to time, at AT&T
Wireless's request, TeleCorp is required to enter into a resale agreement with
AT&T Wireless PCS or other of its affiliates. The resale agreement would grant
to AT&T Wireless the right to purchase from TeleCorp its wireless services on a
non- exclusive basis within a designated area and resell access to, and use of,
TeleCorp's services. AT&T Wireless must pay charges for any services that are
resold, including usage, roaming, directory assistance and long distance
charges, and taxes and tariffs. Any resale agreement would have an initial term
of ten years that would be automatically renewed on a year-to-year basis unless
terminated by either party upon 90-days prior written notice. In addition, AT&T
Wireless would be able to terminate any resale agreement for any reason at any
time upon 180-days prior written notice.

 Long Distance Agreement

   Under the long distance agreement dated as of December 21, 1998 between AT&T
Wireless and TeleCorp, TeleCorp purchases interstate and intrastate long
distance services from AT&T Wireless at preferred rates. TeleCorp then resells
these long distance services to its customers. TeleCorp can only obtain these
preferred rates if it continues its affiliation with AT&T Wireless. The long
distance agreement has a term of up to three years.

   The long distance agreement requires that TeleCorp meets a minimum traffic
volume during the term of the agreement, which is adjusted at least once each
calendar year at the time specified by AT&T Wireless. The minimum traffic
volume commitments may be adjusted more frequently upon mutual agreement by
AT&T

                                      156
<PAGE>

Wireless and TeleCorp. During the first year, TeleCorp sets the minimum
traffic volume commitment in its sole discretion. After the first calendar
year, the commitment may be increased by any amount or decreased by any amount
up to ten percent at TeleCorp's discretion. TeleCorp may reduce the minimum
traffic volume commitments by more than ten percent with AT&T Wireless's
permission. If TeleCorp fails to meet the volume commitments, it must pay to
AT&T Wireless the difference between the expected fee based on the volume
commitment and the fees based on actual volume.

   The long distance services TeleCorp purchases from AT&T Wireless may only
be used in connection with:

  .  TeleCorp's commercial mobile radio services;

  .  calls that originate on TeleCorp's network; and

  .  those commercial mobile radio services that share TeleCorp's call
     connection equipment.

 Puerto Rico License

   In a series of transactions, TeleCorp acquired a license and related assets
covering the San Juan major trading area from AT&T Wireless on May 25, 1999.
The following transactions took place ultimately to effect the acquisition of
the license and related assets from AT&T Wireless:

  .  on May 24, 1999, TeleCorp sold to AT&T for $40.0 million 30,750 shares
     of its series A preferred stock, 10,250 shares of its series D preferred
     stock, and 3,090,000 shares of its series F preferred stock under a
     preferred stock purchase agreement;

  .  on May 25, 1999, TeleCorp sold to its initial investors, other than
     AT&T, 39,997 shares of its series C preferred stock and 12,358,950
     shares of its class A voting common stock in exchange for an aggregate
     amount of $40.0 million in cash under a stock purchase agreement, which
     will be funded over a three-year period;

  .  on May 25, 1999, TeleCorp purchased the license for the San Juan major
     trading area and related assets, which included 27 constructed network
     equipment sites, call connection equipment and leases for additional
     network equipment sites, from AT&T for $96.5 million in cash under an
     asset purchase agreement; and

  .  TeleCorp incurred $3.2 million for microwave relocation and $0.3 million
     for legal expenses in connection with this acquisition.

   In addition, Mr. Vento and Mr. Sullivan were issued fixed and variable
awards of 4,063 and 1,633,899 restricted shares of TeleCorp's series E
preferred stock and class A voting common stock, respectively, in exchange for
their interest in Puerto Rico Acquisition Corporation. Puerto Rico Acquisition
Corporation was an entity wholly-owned by Mr. Vento and Mr. Sullivan that was
created for the special purpose of acquiring the license and related assets of
the San Juan major trading area. The fixed awards typically vest over a five-
year period.

   The variable awards vest based upon certain events taking place, including
TeleCorp's reaching milestones in TeleCorp's minimum construction plan, both
of which were probable at December 31, 1999. The stockholders' agreement sets
forth network development requirements for the Puerto Rico license. See "The
Merger--Stockholders Agreement--Construction."

   The San Juan major trading area covers a population of approximately 3.9
million people in Puerto Rico, as well as the U.S. Virgin Islands. TeleCorp's
agreements with AT&T were automatically amended to include the San Juan major
trading area under the scope of those agreements.

                                      157
<PAGE>

Other Related Party Transactions

 Relationship with Entel Technologies and other Site Acquisition Service
 Providers

   TeleCorp receives site acquisition, construction management, program
management, microwave relocation and engineering services under a master
services agreement with Wireless Facilities, Inc. Payments under the agreement
were approximately $30.7 million in the 1998 fiscal year. At the time of
entering into the master services agreement, Mr. Vento was a senior officer,
and he and Mr. Sullivan were the controlling stockholders of Entel
Technologies. In February 1998, they sold their interests in Entel Technologies
to Wireless Facilities, Inc. The terms of this agreement were no more favorable
to the parties than they could have obtained from third parties negotiated at
arm's length.

   American Towers, Inc. provides TeleCorp with network site leases for PCS
deployment under a master site lease agreement. Chase Capital Partners, one of
TeleCorp's beneficial owners, has a noncontrolling interest in American Towers.
The terms of these lease agreements were no more favorable to the parties than
they could have obtained from third parties negotiated at arm's length.

 Relationship with the Initial Purchasers of the Senior Subordinated Discount
 Notes

   Chase Securities Inc. was one of the initial purchasers of TeleCorp's
outstanding senior subordinated discount notes. Chase Securities Inc. and its
affiliates perform various investment banking and commercial banking services
from time to time for TeleCorp and its affiliates. Chase Securities Inc. acted
as TeleCorp's lead manager for the offering of TeleCorp's senior subordinated
discount notes. The Chase Manhattan Bank, an affiliate of Chase Securities
Inc., is the agent bank and a lender under TeleCorp's senior credit facilities.
Michael R. Hannon, a member of TeleCorp's board of directors, is a General
Partner of Chase Capital Partners, an affiliate of Chase Securities Inc. In
addition, CB Capital Investors, L.P., an affiliate of Chase Capital Partners,
is one of TeleCorp's initial investors and owns shares of TeleCorp's common and
preferred stock. For further information concerning these relationships, see
"TeleCorp Management" and "TeleCorp Principal Stockholders and Beneficial
Ownership of Management." The terms of TeleCorp's senior credit facilities were
no more favorable to the parties than they could have obtained from third
parties negotiated at arm's length.

 Relationships with Tritel Communications and Triton

   TeleCorp has formed Affiliate License Co. with Triton and Tritel
Communications to adopt a common brand, SunCom, that is co-branded with AT&T on
an equal emphasis basis. Under the agreement, TeleCorp, Triton and Tritel
Communications each own one third of Affiliate License Co., the owner of the
SunCom name. TeleCorp and the other SunCom companies license the SunCom name
from Affiliate License Co. Mr. Sullivan is a director of Affiliate License Co.
The terms of this agreement were no more favorable to the parties than they
could have obtained from third parties negotiated at arm's length.

   AT&T owns stock in TeleCorp and in Tritel and TeleCorp and Tritel may be
deemed affiliates by virtue of common ownership. Mr. Anderson, one of
TeleCorp's directors, also serves as a director of Tritel. AT&T, CB Capital
Investors and Equity-Linked Investors own stock in TeleCorp and in Triton, and
TeleCorp and Triton may be deemed affiliates by virtue of common ownership. Mr.
Anderson also serves as a director of Triton.

   Tritel Communications owned a controlling interest in Digital PCS at the
time TeleCorp acquired licenses from Digital PCS. Tritel Communications may be
deemed an affiliate of Digital PCS. In addition, at the time TeleCorp acquired
licenses from Digital PCS, Mr. Anderson, one of TeleCorp's current directors,
and Mr. Fuqua, one of TeleCorp's directors at the time of the acquisition, were
directors of Tritel Communications. The terms of this agreement were no more
favorable to the parties than they could have obtained from third parties
negotiated at arm's length.

                                      158
<PAGE>

 Relationship with Other Entities

   TeleCorp Holding Corp. TeleCorp's predecessor company, TeleCorp Holding
Corp., was incorporated to participate in the Federal Communications
Commission's auction of licenses in April 1997. TeleCorp Holding Corp. raised
money from investors to develop any licenses it obtained in the auction.
TeleCorp Holding Corp. successfully obtained licenses in the New Orleans,
Memphis, Beaumont, Little Rock, Houston, Tampa, Melbourne and Orlando basic
trading areas. In August 1997, TeleCorp Holding Corp. transferred the Houston,
Tampa, Melbourne and Orlando basic trading area licenses to four newly-formed
entities created by TeleCorp Holding Corp.'s stockholders:

  .  THC of Houston;

  .  THC of Tampa;

  .  THC of Melbourne; and

  .  THC of Orlando;

and issued notes in the aggregate amount of approximately $2.7 million to these
entities to develop these licenses. These licenses were transferred along with
the related operating assets and liabilities in exchange for investment units
consisting of class A voting, B non-voting and C common stock and series A
preferred stock in August 1997. Concurrently, TeleCorp Holding Corp.
distributed the investment units, on a pro rata basis, in a partial stock
redemption to TeleCorp Holding Corp.'s existing stockholder group. As a result
of this distribution, TeleCorp Holding Corp. no longer retains any ownership
equity interest in the newly formed entities. TeleCorp Holding Corp. performed
administrative and management services and paid costs on behalf of these
entities for the year ended December 31, 1997 worth the aggregate amount of
$0.7 million. In 1998, upon the closing of the agreements with AT&T, TeleCorp
Holding Corp. paid approximately $2.0 million to the four THC entities as
payment of the notes, offset by the approximately $0.7 million in services and
costs. The terms of these transactions were no more favorable to the parties
than they could have obtained from third parties negotiated at arm's length.

   TeleCorp WCS. On May 5, 1997, TeleCorp Holding Corp. lent approximately $3.0
million to TeleCorp WCS, Inc. in exchange for interest-free notes from TeleCorp
WCS. On May 5, 1997, TeleCorp Holding Corp. received equity investments in
exchange for the right to receive:

  .  the notes from TeleCorp WCS;

  .  any cash, notes or other assets received by TeleCorp Holding Corp. on
     behalf of the notes; or

  .  any capital stock into which the notes were converted.

   TeleCorp WCS repaid approximately $2.7 million of the notes with cash to
TeleCorp Holding Corp., and TeleCorp Holding Corp. forwarded this cash to the
equity investors. TeleCorp WCS issued a note in the amount of approximately
$0.3 million directly to the investors on behalf of the remaining $0.3 million
outstanding under the notes. TeleCorp WCS converted these notes into capital
stock issued to the investors in 1998.

   Mr. Sullivan and Mr. Vento own 2,875 and 4,625 shares of class C common
stock of TeleCorp WCS, respectively, which represents 60% of its outstanding
class A voting common stock. At the time of entering into the transactions with
TeleCorp WCS, Mr. Sullivan and Mr. Vento were stockholders in TeleCorp Holding
Corp.

   The terms of these transactions were no more favorable to the parties than
they could have obtained from third parties negotiated at arm's length.

   TeleCorp Investment Corp.; TeleCorp Investment Corp. II. TeleCorp Investment
Corp. owns 352,956 shares of TeleCorp's class A voting common stock, 575 shares
of TeleCorp's class C common stock, 3,780

                                      159
<PAGE>

shares of TeleCorp's class D common stock and 1,160.17 shares of TeleCorp's
series C preferred stock. Some of TeleCorp's stockholders own stock in TeleCorp
Investment Corp., as follows:

  .  Chase Capital Partners, one of TeleCorp's initial investors, owns an 80%
     equity interest;

  .  Mr. Sullivan and Mr. Vento each own a 2.4% equity interest; and

  .  Mr. Dowski owns a 1.6% equity interest.

   In addition, TeleCorp Investment Corp. II was formed to purchase from
Entergy Technology Holding Corporation 492,064 shares of TeleCorp's class A
voting common stock and 11,366 shares of TeleCorp's class D common stock. The
purchase of shares was concluded on July 15, 1999. Mr. Vento, Mr. Sullivan and
Ms. Dobson each own 5.99% of TeleCorp Investment Corp. II. Mr. Vento and Mr.
Sullivan serve as managers of TeleCorp Investment Corp. II.

   The terms of these transactions were no more favorable to the parties than
they could have obtained from third parties negotiated at arm's length.

   Viper Wireless. On April 11, 2000, pursuant to Federal Communications
Commission consent, TeleCorp acquired the 15% of Viper Wireless, Inc. that it
did not yet own from Messrs. Vento and Sullivan in exchange for an aggregate of
323,372 shares of TeleCorp's class A voting common stock and 800 shares of
TeleCorp's series E preferred stock through a merger of TeleCorp Holding Corp.
and Viper Wireless. TeleCorp Holding Corp. acquired 85% of Viper Wireless on
March 1, 1999 in exchange for $32.3 million contributed by AT&T Wireless and
some of TeleCorp's other initial investors for additional shares of TeleCorp's
preferred and common stock. As part of this financing, TeleCorp paid
approximately $0.5 million to Chase Securities, Inc., an initial purchaser and
an affiliate of one of TeleCorp's initial investors, for placement advice.
Viper Wireless used the proceeds to participate in the Federal Communications
Commission's reauction of PCS licenses. Viper Wireless was subsequently granted
six PCS licenses in the reauction.

 TeleCorp LMDS

   On April 7, 2000, pursuant to Federal Communications Commission consent,
TeleCorp acquired TeleCorp LMDS, Inc. through an exchange of all of the
outstanding stock of TeleCorp LMDS for 878,400 shares of TeleCorp's class A
voting common stock. TeleCorp LMDS's stockholders are Mr. Vento, Mr. Sullivan
and three of TeleCorp's initial investors. By acquiring TeleCorp LMDS, TeleCorp
will gain LMDS licenses covering airwaves in Little Rock, Arkansas, Beaumont,
Texas, New Orleans, Louisiana, San Juan and Mayaguez, Puerto Rico, and the U.S.
Virgin Islands. See "Stock Ownership of Certain Beneficial Owners and
Management."

 Relationship with Toronto Dominion

   Toronto Dominion Investments, one of TeleCorp's initial investors, and TD
Securities (USA), an affiliate of Toronto Dominion Investments, which is a
lender under TeleCorp's senior credit facilities, may be deemed to be under
common control by virtue of their relationship to each other and to TeleCorp.
The terms of TeleCorp's senior credit facilities were no more favorable to the
parties than they could have obtained from third parties negotiated at arm's
length.

 Relationships with Stockholders

   From inception through June 1998, TeleCorp's primary source of financing was
notes issued to some of its initial investors. In July 1996, TeleCorp issued
$0.5 million of subordinated promissory notes to such investors. These notes
were converted into 50 shares of TeleCorp's series A preferred stock in April
1997. In December 1997, TeleCorp issued various promissory notes to some of its
initial investors. These notes were converted into mandatorily redeemable
preferred stock in July 1998. From January 1, 1998 to June 30, 1998, TeleCorp
borrowed approximately $22.5 million in the form of promissory notes to
existing and prospective investors to satisfy working capital needs. These
notes were converted into equity in July 1998 in connection with the completion
of the venture with AT&T.

                                      160
<PAGE>


   The terms of these transactions were no more favorable to the parties than
they could have obtained from third parties negotiated at arm's length.

 Relationship with McDermott, Will & Emery

   TeleCorp uses the services of a law firm, McDermott, Will & Emery, to which
Mr. Sullivan, TeleCorp's Executive Vice President and Chief Financial Officer,
was counsel until October 1999 and a partner prior to July 1998. The terms of
these arrangements were no more favorable to McDermott, Will & Emery than could
have been obtained from third parties negotiated at arm's length.

 Relationship with Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

   TeleCorp uses the services of a law firm, Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., whose affiliate, ML Strategies, LLC, pursuant to an
agreement and for matters unrelated to TeleCorp, utilizes the services of Mr.
Sullivan, TeleCorp's Executive Vice President, as a consultant, for a
consulting fee. The terms of these arrangements are no more favorable to Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., ML Strategies or Mr. Sullivan,
than could have been obtained from third parties negotiated at arm's length.

                                      161
<PAGE>

Selected Historical Financial Data

   The selected historical balance sheet data of TeleCorp presented below as of
December 31, 1998 and 1999 and the selected statements of operations data for
each of three years in the period ended December 31, 1999, has been derived
from audited consolidated financial statements included elsewhere in this joint
proxy statement-prospectus. The selected historical balance sheet data
presented below as of December 31, 1996 and 1997 and the selected statement of
operations data for the period from inception on July 29, 1996 to December 31,
1996 has been derived from audited consolidated financial statements not
included elsewhere in this prospectus. The selected historical balance sheet
data presented below as of March 31, 2000 and the selected statement of
operations data for the three months ended March 31, 1999 and 2000 has been
derived from unaudited consolidated financial statements included elsewhere in
this joint proxy statement-prospectus. "Other Operating Data" is not directly
derived from historical consolidated financial statements, and has been
presented to provide additional information. You should read this information
together with the financial statements and related notes included elsewhere in
this joint proxy statement-prospectus.

<TABLE>
<CAPTION>
                          July 29, 1996
                           (inception)         For the year ended             For the three months
                               to                 December 31,                  ended March 31,
                          December 31,  ----------------------------------  -------------------------
                              1996        1997       1998         1999         1999          2000
                          ------------- --------  ----------  ------------  -----------  ------------
                                                                            (unaudited)  (unaudited)
                                        ($ in thousands, except per share amounts)
<S>                       <C>           <C>       <C>         <C>           <C>          <C>
Statements of Operations
 Data:
Revenue:
 Service................     $   --     $    --   $      --   $     41,319  $       504  $     36,937
 Roaming................         --          --           29        29,010        1,878        11,452
 Equipment..............         --          --          --         17,353        1,858         7,057
                             -------    --------  ----------  ------------  -----------  ------------
 Total revenue..........         --          --           29        87,682        4,240        55,446
                             -------    --------  ----------  ------------  -----------  ------------
Operating expense:
 Cost of revenue........         --          --          --         39,259        2,684        19,026
 Operations and
  development(a)........         --          --        9,772        35,979        7,702        10,966
 Selling and
  marketing(a)..........          10         304       6,325        71,180        7,855        34,625
 General and
  administrative(a).....         515       2,637      26,239        92,585       10,179        27,276
 Depreciation and
  amortization..........         --           11       1,584        55,110        2,764        23,468
                             -------    --------  ----------  ------------  -----------  ------------
 Total operating
  expense...............         525       2,952      43,920       294,113       31,184       115,361
                             -------    --------  ----------  ------------  -----------  ------------
 Operating loss.........        (525)     (2,952)    (43,891)     (206,431)     (26,944)      (59,915)
Other expense (income):
 Interest expense.......         --          396      11,934        51,313        6,320        16,990
 Interest income........         --          (13)     (4,697)       (6,464)      (1,041)       (2,384)
 Other expense..........         --          --           27          (284)          70           (22)
                             -------    --------  ----------  ------------  -----------  ------------
 Net loss...............        (525)     (3,335)    (51,155)     (250,996)     (32,293)      (74,499)
 Accretion of
  mandatorily redeemable
  preferred stock.......        (289)       (726)     (8,567)      (24,124)      (4,267)       (7,733)
                             -------    --------  ----------  ------------  -----------  ------------
 Net loss attributable
  to common equity......     $  (814)   $ (4,061) $  (59,722) $   (275,120) $   (36,560) $    (82,232)
                             =======    ========  ==========  ============  ===========  ============
Net loss attributable to
 common equity per
 share--basic and
 diluted................     $(44.45)   $(111.74) $    (2.19) $      (3.58) $     (0.62) $      (0.83)
                             =======    ========  ==========  ============  ===========  ============
Weighted average common
 equity shares
 outstanding--basic and
 diluted................      18,313      36,340  27,233,786    76,895,391   59,037,842    99,556,975
                             =======    ========  ==========  ============  ===========  ============
Other Operating Data:
 Subscribers (end of
  period)...............         --          --          --        142,231        8,805       228,337
 Covered population (end
  of period)............         --          --          --   11.0 million  6.1 million  12.4 million
</TABLE>

<TABLE>
<CAPTION>
                                                                       As of
                                      As of December 31,             March 31,
                               -----------------------------------  -----------
                                1996    1997      1998      1999       2000
                               ------  -------  --------  --------  -----------
                                                                    (unaudited)
<S>                            <C>     <C>      <C>       <C>       <C>
Balance Sheet Data:
Cash and cash equivalents....  $   52  $ 2,567  $111,733  $182,330   $  94,606
Working (deficit) capital....    (524)  (6,656)   (4,676)   94,082       8,452
Property and equipment, net..       1    3,609   197,469   400,450     461,742
PCS licenses and microwave
 relocation costs, net.......     --    10,018   118,107   267,682     273,396
Intangible assets--AT&T
 agreements, net.............     --       --     26,285    37,908      36,119
Total assets.................   7,574   16,295   466,644   952,202     948,654
Total debt...................     499    7,727   243,385   640,571     651,325
Mandatorily redeemable
 preferred stock, net........   7,789    4,144   164,491   263,181     270,914
Total stockholders' equity
 (deficit)...................  $ (812) $(4,875) $(64,500) $(90,554)  $(125,840)
</TABLE>
--------
(a)  Includes non-cash stock compensation as described in the TeleCorp
     financial statements contained herein.

                                      162
<PAGE>


TeleCorp's Management's Discussion and Analysis of Financial Condition and
Results of Operations

   You should read the following discussion in conjunction with (1) our
accompanying unaudited consolidated financial statements and notes thereto and
(2) our audited consolidated financial statements, notes thereto and
management's discussion and analysis of financial condition and results of
operations as of and for the year ended December 31, 1999 included in our
annual report on Form 10-K for such period. Management's Discussion and
Analysis of Financial Condition and Results of Operations contains forward-
looking statements that are based on current expectations, estimates, and
projections. These forward-looking statements reflect management's good-faith
evaluation of information currently available. However, because these
statements are based upon, and therefore can be influenced by, a number of
external variables over which management has no, or incomplete, control, they
are not, and should not be read as being guarantees of future performance or of
actual future results; nor will they necessarily prove to be accurate
indications of the times at or by which any performance or result will be
achieved. Accordingly, actual outcomes and results may differ materially from
those expressed in these forward-looking statements.

Overview

   For periods prior to 1999 we were a development stage company. In the first
quarter of 1999, we exited the development stage and commenced commercial
operations in each of our major mainland U.S. markets, after having launched
our New Orleans market for roaming services in late December 1998. We launched
service in our Puerto Rico markets on June 30, 1999. At March 31, 2000, we had
launched our service in 28 markets covering approximately 74% of the population
of our licensed area.

Revenue

   We derive our revenue from:

  .  Services. We sell wireless personal communications services. The various
     types of service revenue associated with personal communications
     services for our customers include monthly recurring access 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 rate plan dependent, based on the number of pooled minutes
     included in their plans. Service revenue also includes monthly non-
     recurring airtime usage associated with our prepaid customers and non-
     recurring activation and de-activation service charges.

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

  .  Equipment Sales. We sell wireless personal communications handsets and
     accessories that are used by our customers in connection with our
     wireless services.

   Service revenue constituted our largest component of revenue during the
three months ended March 31, 2000 at 67%. Roaming revenue represented 21% and
equipment revenue represented 12%. We expect that as our customer base grows,
service revenue will become an even larger percentage of revenue, while roaming
revenue and equipment revenue are expected to decrease as a percentage of
revenue. Roaming minutes on our network are expected to increase as AT&T and
other carriers increase the number of customers on their networks. Under our
reciprocal roaming agreement with AT&T Wireless, our largest roaming partner,
the amount we will receive and pay per roaming minute declines for each of the
next several years.

   It appears that the wireless industry is experiencing a general trend
towards offering rate plans containing larger buckets of minutes. This is
expected to result in decreases in gross revenue per minute.

                                      163
<PAGE>


   We have autonomy in determining our pricing plans. We have developed our
pricing plans to be competitive and to emphasize the advantages of our service.
We may discount our pricing from time to time in order to obtain additional
customers or in response to downward pricing in the market for wireless
communications services.

Cost of Revenue

  .  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 is, and is expected
     to remain, higher than the resale price to the customer. We record as
     cost of revenue an amount approximately equal to our revenue on
     equipment sales. We record the excess cost of handsets as a sales and
     marketing operating expense. 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
     us and other carriers will decrease. We do not have any significant
     minimum purchase requirements other than our obligation to purchase at
     least 15 million roaming minutes from July 1999 to January 2002 from
     another wireless provider in Puerto Rico relating to customers roaming
     outside of our coverage area. We believe we will be able to meet this
     minimum requirement.

  .  Clearinghouse Fees. We pay fees to an independent clearinghouse for
     processing our call data records and performing monthly inter-carrier
     financial settlements for all charges that we pay to other wireless
     companies when our customers use their network, and that other wireless
     companies pay to us when their customers use our network. We do not have
     any significant minimum purchase requirements. These fees are based on
     the number of call data records processed in a month.

  .  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. We do not have any significant minimum purchase
     requirements.

  .  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 customers' usage,
     applied at pre-negotiated rates with the other carriers. We do not have
     any significant minimum purchase requirements other than an obligation
     to AT&T Wireless to purchase a minimum number of minutes of traffic
     annually over a specified time period and a specified number of
     dedicated voice and data leased lines in order for us to retain
     preferred pricing rates. We believe we will be able to meet these
     minimum requirements.

Operating Expenses

   Operations and development. Our operations and development expense includes
engineering operations and support, field technicians, network implementation
support, product development, engineering management and noncash stock
compensation related to employees whose salaries are recorded within operations
and development. This expense also includes monthly recurring charges directly
associated with the maintenance and operations of the network facilities and
equipment. Operations and development expense is expected to increase as we
expand our coverage and operations and add customers. In future periods, we
expect that this expense will decrease as a percentage of gross revenue.

   Selling and marketing. Our selling and marketing expense includes brand
management, external communications, sales training, and all costs associated
with retail distribution, direct, indirect, third party and telemarketing sales
(primarily salaries, commissions and retail store rent) and noncash stock
compensation related to employees whose salaries are included within selling
and marketing. We also record the excess cost of handsets over the resale price
as a cost of selling and marketing. Selling and marketing expense is expected
to increase as we expand our coverage and add customers. In future periods, we
expect that this expense will decrease as a percentage of gross revenues.

                                      164
<PAGE>


   General and administrative. Our general and administrative expense includes
customer support, billing, information technology, finance, accounting and
legal services and non-cash stock compensation related to employees whose
salaries are included within general and administrative. Although we expect
general and administrative expense to increase in future periods we expect this
expense will decrease as a percentage of gross revenues.

   Depreciation and amortization. Depreciation of property and equipment is
computed using the straight-line method, generally over three to ten years,
based upon estimated useful lives. Leasehold improvements are amortized over
the lesser of the useful lives of the assets or the term of the lease. Network
development costs incurred to ready our network for use are capitalized.
Amortization of network development costs begins when the network equipment is
ready for its intended use and will be amortized over its estimated useful life
ranging from five to ten years. We began amortizing the cost of the PCS
licenses, microwave relocation costs, and capitalized interest in the first
quarter of 1999, when PCS services commenced in some of our basic trading
areas. Microwave relocation entails transferring business and public safety
companies from radio airwaves that overlap with the portion of the airwaves
covered by our business to other portions of the airwaves. Amortization of PCS
licenses and microwave relocation is calculated using the straight-line method
over 40 years. The AT&T agreements are amortized on a straight-line basis over
the related contractual terms, which range from three to ten years.
Amortization of the AT&T exclusivity agreement, long distance agreement and the
intercarrier roamer services agreement began once wireless services were
available to our customers. Amortization of the network membership license
agreement began on July 17, 1998, the date of the finalization of the AT&T
transaction.

Other (Expense) Income

   Interest income (expense). Interest income is earned primarily on our cash
and cash equivalents. Interest expense through March 31, 2000 consists of
interest due on our senior credit facilities, senior subordinated discount
notes, vendor financing, and debt owed to the U.S. government related to our
licenses, less interest capitalized.

Results of Operations

 Three months ended March 31, 2000 Compared to Three months ended March 31,
 1999

Customer Analysis

   We commenced commercial operations in the first quarter of 1999 with the
launch of our New Orleans market, and by March 31, 2000, grew our customer base
to over 228,000 customers. We have successfully launched commercial service in
28 of our markets within our network covering approximately 74% of the
population in the basic trading areas in which we hold licenses as of March 31,
2000.

Revenue

   Service revenue was approximately $36.9 million for the three months ended
March 31, 2000 resulting primarily from three full months of service offerings
to our customers. Service revenue for the three months ended March 31, 1999 was
approximately $0.5 million, which consisted of commercial service for
approximately one month in certain of our domestic markets. Roaming revenue was
$11.5 million for the three months ended March 31, 2000, as compared to $1.9
million for the three months ended March 31, 1999. The increase was due to our
significant increase in cell sites, which provided roaming service to AT&T
Wireless' and other carriers' customers in our markets. Equipment revenue was
approximately $7.1 million for the three months ended March 31, 2000, as
compared to approximately $1.9 million for the three months ended March 31,
1999. The increase was primarily due to our increase in customers and their
related purchase of handsets and other equipment in connection with the use of
our service.


                                      165
<PAGE>

Cost of Revenue

   Cost of revenue for the three months ended March 31, 2000 was approximately
$19.0 million, as compared to $2.7 million for the three months ended March 31,
1999. Cost of revenue consists of equipment costs, roaming expenses and other
costs such as clearinghouse fees, variable interconnect and long distance
charges. Cost of revenue increased primarily as a result of a full three months
of service offerings in the quarter ended March 31, 2000.

Operations and Development

   Operations and development expense was approximately $11.0 million for the
three months ended March 31, 2000, as compared to approximately $7.7 million
for the three months ended March 31, 1999. The increase in operations and
development was primarily due to the engineering and implementation support and
maintenance expense related to the significant buildout of our PCS network and
the use of our network by our customers as well as other carriers' roaming
customers during the quarter ended March 31, 2000.

Selling and Marketing

   Selling and marketing expense for the three months ended March 31, 2000 was
approximately $34.6 million, as compared to approximately $7.9 million for the
same period ended March 31, 1999. This increase was due primarily to the
expense associated with the excess cost of handsets over the retail price for
new subscribers in the three months ended March 31, 2000, as well as the
increase in salary and benefit expenses for new corporate and regional sales
staff, advertising expenses associated with the continued promotion of our
existing markets and launch costs associated with two new markets in the
quarter ended March 31, 2000.

General and Administrative

   General and administrative expense was approximately $27.3 million,
including approximately $4.7 million in non-cash stock compensation, for the
three months ended March 31, 2000, as compared to approximately $10.2 million
and no non-cash stock compensation for the three months ended March 31, 1999.
The increase was primarily due to the development and growth of infrastructure
and staffing related to information technology, customer care and other
administrative functions incurred in conjunction with the commencement of our
service offering, as well as the stock based compensation charge related to the
vesting of stock options and restricted stock awards.

Depreciation and Amortization

   Depreciation and amortization expense was approximately $23.5 million for
the three months ended March 31, 2000, as compared to approximately $2.8
million for the three months ended March 31, 1999. The increase was primarily
due to depreciation of our network and property and equipment, as well as a
full quarter of amortization on our PCS licenses and AT&T operating agreements,
whose amortization commenced with the launch of our service on February 29,
1999.

Interest Expense

   Interest expense was approximately $17.0 million, net of capitalized
interest of approximately $0.6 million, for the three months ended March 31,
2000, as compared to approximately $6.3 million, net of capitalized interest of
approximately $2.6 million, for the three months ended March 31, 1999. The
increase in interest expense was primarily due to the increase in debt,
including the issuance of the senior subordinated discount notes of $327.6
million in April, 1999. The decrease in capitalized interest was attributable
to the decrease in capital expenditures in the first quarter of 2000.

                                      166
<PAGE>


 Year ended December 31, 1999 Compared to Year ended December 31, 1998

Customer Analysis

   TeleCorp began launching commercial service in the first quarter of 1999 and
by December 31, 1999 grew its customer base to over 142,000 customers and
launched commercial service in 26 of its markets, with its networks covering
approximately 66% of the population where it held licenses.

Revenue

   Service revenue was approximately $41.3 million for the year ended December
31, 1999 and resulted from TeleCorp's launch of commercial service in 26 of its
markets in 1999. TeleCorp generated no service revenue for the year ended
December 31, 1998. Equipment revenue was approximately $17.4 million for the
year ended December 31, 1999 and resulted from its customers' purchase of
handsets and other equipment in connection with the use of TeleCorp's service.
TeleCorp generated no equipment revenue for the year ended December 31, 1998.
Roaming revenue was $29.0 million for the year ended December 31, 1999, as
compared to $29,000 for the year ended December 31, 1998. The increase was due
to TeleCorp's significant increase in cell sites which provided service to
roaming customers of other carriers, primarily AT&T Wireless, in TeleCorp's
markets.

Cost of Revenue

   Cost of revenue for the year ended December 31, 1999 was approximately $39.3
million, consisting of equipment costs, roaming and clearinghouse fees and
variable interconnect and long distance charges. TeleCorp did not generate any
cost of revenue for the year ended December 31, 1998.

Operations and Development

   Operations and development expense was $36.0 million for the year ended
December 31, 1999, as compared to $9.8 million for the year ended December 31,
1998. The increase in operations and development was primarily due to the
engineering and implementation support and maintenance expense related to the
significant increase of TeleCorp's PCS network.

Selling and Marketing

   Selling and marketing expense for the year ended December 31, 1999 was
approximately $71.2 million, as compared to $6.3 million for the year ended
December 31, 1998. This increase was primarily due to the increase in salary
and benefit expenses for the new corporate and regional sales staff,
advertising and promotion expenses associated with TeleCorp's launch of 26
markets in 1999 and the expense associated with the excess cost of handsets
over the retail price.

General and Administrative

   General and administrative expense was approximately $92.6 million,
including $29.4 million in non-cash stock compensation, for the year ended
December 31, 1999, as compared to approximately $26.2 million and no non-cash
stock compensation for the year ended December 31, 1998. The increase was
primarily due to the development and growth of infrastructure and staffing
related to information technology, customer care and other administrative
functions incurred in conjunction with the commencement of TeleCorp's service
offering, as well as the stock-based compensation charge related to vested
stock options and vested stock awards measured in 1999.

                                      167
<PAGE>


Depreciation and Amortization

   Depreciation and amortization expense was approximately $55.1 million for
the year ended December 31, 1999, as compared to approximately $1.6 million for
the year ended December 31, 1998. The increase was primarily due to depreciation
of TeleCorp's fixed assets, as well as the amortization on personal
communications services licenses and AT&T agreements.

Interest Expense

   Interest expense was $51.3 million, net of capitalized interest of $5.4
million, for the year ended December 31, 1999, as compared to $11.9 million,
net of capitalized interest of $2.0 million, for the year ended December 31,
1998. The increase in interest expense was primarily due to the increase in
debt of approximately $397 million including the issuance of the senior
subordinated discount notes of $327.6 million. The increase in capitalized
interest of $3.4 million was attributable to the increased capital expenditure
in 1999.

 Year ended December 31, 1998 Compared to Year ended December 31, 1997

Revenue

   Revenue for the year ended December 31, 1998 was approximately $29,000. This
revenue resulted from servicing roaming customers of other carriers, primarily
AT&T Wireless, in TeleCorp's Louisiana markets. TeleCorp began offering
wireless services in most of its major markets in the first quarter of 1999.
TeleCorp generated no revenue for the year ended 1997.

Operations and Development

   Operations and development expense for the year ended December 31, 1998 was
approximately $9.8 million. This expense was primarily related to an increase
in engineering and operating staff devoted to the implementation of future
operations of TeleCorp's network. There was no operations and development
expense for the year ended December 31, 1997.

Selling and Marketing

   Selling and marketing expenses for the year ended December 31, 1998 was
approximately $6.3 million, as compared to approximately $0.3 million for the
year ended December 31, 1997. The year-over-year increase was due to the
increase in corporate and regional sales and marketing staff in order to
prepare for domestic market launches in the first quarter of 1999.

General and Administrative

   General and administrative expense for the year ended December 31, 1998 was
approximately $26.2 million, as compared to approximately $2.6 million for the
year ended December 31, 1997. The year-over-year increase was due to the
development and growth of infrastructure and staffing related to information
technology, customer care and other administrative functions incurred in the
preparation for commercial launch of TeleCorp's markets in the first quarter of
1999.

Depreciation and Amortization

   Depreciation and amortization expense for the year ended December 31, 1998
was approximately $1.6 million, as compared to approximately $11,000 for the
year ended December 31, 1997. This expense was related to depreciation of
furniture, fixtures and office equipment, as well as the initiation of
amortization on the AT&T Wireless agreements.


                                      168
<PAGE>

Interest Expense

   Interest expense, net of capitalized interest, for the year ended December
31, 1998, was approximately $11.9 million, as compared to approximately $0.4
million of interest expense for the year ended December 31, 1997. This interest
expense was related to notes payable to stockholders and affiliates. This
increase in interest expense was related to borrowings under the senior credit
facilities of $225.0 million since July 1998 and the issuance of $10.0 million
aggregate principal amount of notes under the vendor financing provided by
Lucent.

Liquidity and Capital Resources

<TABLE>
<CAPTION>
                                                        December 31,  March 31,
                                                            1999        2000
                                                        ------------ -----------
                                                                     (unaudited)
     <S>                                                <C>          <C>
     Cash and cash equivalents.........................   $182,330     $94,606
     Working capital...................................   $ 94,082     $ 8,452
     Current assets to current liabilities.............       1.72        1.06
     Debt to total capitalization......................       0.79        0.82
</TABLE>

   Cash and cash equivalents totaled approximately $94.6 million at March 31,
2000, as compared to approximately $182.3 million at December 31, 1999. This
decrease was the result of $58.6 million of cash used in operating activities
and $70.7 million of cash used in investing activities, offset by cash provided
from financing activities of $41.5 million. Cash used in operating activities
of $58.6 million for the three months ended March 31, 2000 resulted from a net
loss of $74.5 million that was partially offset by non-cash charges of $41.3
million. Cash outlays for capital expenditures required for the development and
construction of our network totaled $52.5 million. We spent $12.1 million on
the Federal Communications Commission deposit and $5.1 million on capitalized
Tritel acquisition costs. During the three months ended March 31, 2000, we
received proceeds from the sale of common stock to AT&T of $41.9 million.

   Cash and cash equivalents totaled $182.3 million at December 31, 1999, as
compared to $111.7 million at December 31, 1998. This increase was the result
of incoming cash provided by financing activities of $638.6 million, offset by
$126.9 million of cash used in operating activities and $441.0 million of cash
used in network development and investing activities.

   During the year ended December 31, 1999, TeleCorp received proceeds from
long-term debt, net of repayments of $357.2 million. Additionally, TeleCorp
received net proceeds from its initial public offering of $195.5 million, and
received $79.7 million of preferred stock proceeds and receipt of preferred
stock subscriptions receivable net of direct issuance costs. Cash outlays for
capital expenditures required to develop and construct its network totaled
$298.5 million. TeleCorp spent $114.2 million to purchase PCS licenses and
$17.3 million for the purchase of additional AT&T agreements. Cash used in
operating activities of $126.9 million for the year ended December 31, 1999
resulted from a net loss of $251.0 million that was partially offset by non-
cash charges of $122.6 million.

   During the year ended December 31, 1998, TeleCorp received proceeds from
long-term debt, net of repayments of $255.4 million. Additionally, TeleCorp
received $26.7 million of preferred stock proceeds net of direct issuance
costs. Cash outlays for capital expenditures required to develop and construct
its network totaled $107.5 million and TeleCorp spent $21.0 million to purchase
PCS licenses. Cash used in operating activities of $29.8 million for the year
ended December 31, 1998 resulted from a net loss of $51.2 million that was
partially offset by non-cash charges of $3.0 million.

   During the year ended December 31, 1997, TeleCorp received proceeds from
long-term debt, net of repayments of $2.8 million. Additionally, TeleCorp
received $1.5 million of preferred stock proceeds net of direct issuance costs.
Cash outlays for capital expenditures required to develop and construct its
network totaled $1.1 million. Cash used in operating activities of $2.4 million
for the year ended December 31, 1997 resulted from a net loss of $3.3 million
that was partially offset by non-cash charges of $0.1 million.

                                      169
<PAGE>

   TeleCorp's preferred stock is convertible at the holder's option into shares
of its common stock at various times and following various events as follows:

  .  TeleCorp's series A preferred stock is convertible into shares of its
     class A voting common stock after July 17, 2006 at a conversion rate
     equal to the liquidation preference, which was approximately $112.4
     million as of March 31, 2000, divided by the market price of the class A
     voting common stock at the time of conversion; and

  .  TeleCorp's series F preferred stock is convertible at any time into
     shares of its class A voting, class B non-voting, and, if certain
     Federal Communications Commission restrictions have not lifted, class D
     common stock on a share for share basis.

TeleCorp may redeem:

    .  shares of TeleCorp's series A preferred stock after the tenth
       anniversary of its issuance; and

    .  shares of TeleCorp's series B, series C and series D preferred stock
       at any time at the liquidation preference for the shares being
       redeemed.

   The holders of TeleCorp's series A, series B, series C, series D and series
E preferred stock have the right to require TeleCorp to redeem their shares
after the twentieth anniversary of their issuance time at the liquidation
preference for the shares being redeemed.

   Holders of TeleCorp series A preferred stock are entitled to a quarterly
dividend equal to 10% per annum of that stock's accumulated liquidation
preference. The accumulated liquidation preference of TeleCorp's series A
preferred stock was approximately $112.4 million in aggregate as of March 31,
2000. TeleCorp may defer payment of this dividend until December 31, 2008, and
TeleCorp is currently doing so.

   Holders of TeleCorp's series C, D and E preferred stock are not entitled to
a dividend except to the extent declared by TeleCorp's board of directors.
Those series of stock, however, are entitled to an accumulated liquidation
preference, which was approximately $284.9 million in aggregate as of March 31,
2000. The liquidation preference accretes at a rate of 6% per annum, compounded
quarterly.

Equity Commitments

   In connection with completion of the venture with AT&T Wireless, TeleCorp
received unconditional and irrevocable equity commitments from its stockholders
in the aggregate amount of $128.0 million in return for the issuance of
preferred and common stock. As of March 31, 2000, approximately $55.5 million
of the equity commitments had been funded. The remaining equity commitments
will be funded in an installment of $36.3 million in July 2000 and $36.2
million in July 2001.

   TeleCorp received additional irrevocable equity commitments from its
stockholders in the aggregate amount of $5.0 million in return for the issuance
of preferred and common stock in connection with the Digital PCS acquisition.
TeleCorp's stockholders funded $2.2 million of these equity commitments on
April 30, 1999 and will fund $1.4 million in each of July 2000 and July 2001.

   TeleCorp has received additional irrevocable equity commitments from its
stockholders in the aggregate amount of approximately $40.0 million in return
for the issuance of preferred and common stock in connection with the Puerto
Rico acquisition. TeleCorp received $12.0 million of these commitments on May
24, 1999 and an additional $6.0 million on December 15, 1999. TeleCorp's
stockholders will fund the remaining commitments in two installments of $11.0
million on March 30, 2001 and March 30, 2002.

   TeleCorp also received irrevocable equity commitments from its stockholders
in the amount of approximately $32.3 million in connection with Viper
Wireless's participation in the Federal Communications Commission's reauction
of PCS licenses. TeleCorp received approximately $6.5 million of these equity
commitments on May 14, 1999, approximately $11.0 million on July 15, 1999 and
approximately $14.8 million on September 29, 1999.

                                      170
<PAGE>


   In the aggregate, TeleCorp has obtained $205 million of equity commitments,
of which $108 million had been funded as of March 31, 2000.

   These equity commitments cannot be amended without TeleCorp's consent and
the consent of AT&T and all of the other initial investors. In addition, the
terms of TeleCorp's senior subordinated discount notes and its bank and vendor
credit facilities restrict it from waiving or amending these commitments. The
foregoing equity commitments are also collateralized by pledges of the shares
of TeleCorp's capital stock issued to each initial investor, other than certain
shares of preferred stock. Those pledges have been assigned to TeleCorp's
senior lenders as collateral for its senior credit facilities. Transfers of
shares of TeleCorp's capital stock pledged to collateralize an equity
commitment remain subject to such pledge until the equity commitment is funded
in full.

   In addition, pursuant to the stockholders' agreement between TeleCorp's
initial investors, Mr. Vento and Mr. Sullivan and TeleCorp, the initial
investors are restricted from transferring their shares of common stock prior
to July 2001, except to affiliates. Any transfers by them of preferred or
common stock are subject to rights of first offer and tag along rights in favor
of AT&T Wireless and the other initial investors. In addition to the approval
of TeleCorp's senior lenders, the terms of the stockholders' agreement may be
amended only if agreed to in writing by TeleCorp and the beneficial holders of
a majority of the class A voting common stock party to the stockholders'
agreement, including AT&T Wireless, 66 2/3% of the class A voting common stock
beneficially owned by TeleCorp's initial investors other than AT&T Wireless,
and 66 2/3% of the class A voting common stock beneficially owned by Mr. Vento
and Mr. Sullivan. Following the expiration or waiver of the 180 day
restrictions on transfer imposed in connection with TeleCorp initial public
offering of 9,200,000 shares of its class A voting common stock, shares of its
preferred stock may be transferred, subject, however, to the pledge described
above and the continuing obligations of the investors to fund its commitments.

Senior Subordinated Discount Notes

   On April 20, 1999, TeleCorp sold $575.0 million aggregate principal amount
at maturity of 11 5/8% senior subordinated discount notes due April 15, 2009.
Cash interest on these notes will not accrue or be payable prior to April 15,
2004. From April 15, 2004, cash interest will accrue at a rate of 11 5/8% per
annum on the principal amount at maturity of the notes through and including
the maturity date and will be payable semi-annually on April 15 and October 15
of each year. In connection with the sale of these notes, TeleCorp received net
proceeds of approximately $317 million after deducting initial purchasers'
discount and issuance expenses of approximately $11 million.

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

  .  incur debt;

  .  create levels of debt that are senior to the notes but junior to
     TeleCorp's senior debt;

  .  pay dividends on or redeem capital stock;

  .  make some investments or redeem other subordinated debt;

  .  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.

Senior Credit Facilities

   In July 1998, TeleCorp entered into senior credit facilities with a group of
lenders for an aggregate amount of $525.0 million. Subsequent to March 31,
2000, TeleCorp entered into amendments to the senior credit facilities under
which the amount of credit available to TeleCorp was increased to $560.0
million. TeleCorp's senior credit facilities currently provide for:

                                      171
<PAGE>

  .  a $150.0 million senior secured term loan that matures in January 2007;

  .  a $225.0 million senior secured term loan that matures in January 2008;

  .  a $150.0 million senior secured revolving credit facility that matures
     in January 2007; and

  .  a $35.0 million senior secured term loan that matures in May 2009.

   TeleCorp must repay the term loans in quarterly installments, beginning in
September 2002, and the commitments to make loans under the revolving credit
facility automatically and permanently reduce beginning in April 2005. As of
March 31, 2000, $225.0 million had been drawn under the senior credit
facilities and was then accruing interest at an annual rate of 9.12%. The
senior credit agreement contains financial and other covenants customary for
senior credit agreements.

Vendor Financing

   TeleCorp entered into a note purchase agreement with Lucent under which
Lucent agreed to provide TeleCorp with $80.0 million of junior subordinated
vendor financing. This $80.0 million consisted of $40.0 million aggregate
principal amount of increasing rate Lucent series A notes and $40.0 million
aggregate principal amount of increasing rate Lucent series B notes. TeleCorp
borrowed $40.0 million under the series B note facility and repaid this amount
and accrued interest thereon in April 1999 from proceeds of its sale of senior
subordinated discount notes. This amount cannot be reborrowed. As of March 31,
2000, TeleCorp had outstanding approximately $44.4 million of TeleCorp's Lucent
series A notes, including $4.4 million of accrued interest and accruing
interest at a rate per annum of 8.5%. The amount outstanding under these series
A notes and any future series A note borrowings is subject to mandatory
prepayment in an amount equal to 50% of the excess of $198.0 million in net
proceeds TeleCorp receives from any future equity offering other than the
issuance of capital stock used to acquire related business assets.

   In October 1999 TeleCorp entered into an amended and restated note purchase
agreement with Lucent under which Lucent has agreed to purchase up to $12.5
million of new series A notes and up to $12.5 million of new series B notes
under a vendor expansion facility in connection with TeleCorp's prior
acquisition of licenses in the San Juan, Puerto Rico, Evansville, Indiana,
Paducah, Kentucky and Alexandria and Lake Charles, Louisiana markets. The
obligation of Lucent to purchase notes under this vendor expansion facility is
subject to a number of conditions, including that TeleCorp commits to purchase
one wireless call connection equipment site and 50 network equipment sites for
each additional market from Lucent.

   In addition, pursuant to the amended and restated note purchase agreement,
Lucent has agreed to make available up to an additional $50.0 million of new
vendor financing not to exceed an amount equal to 30% of the value of
equipment, software and services provided by Lucent in connection with any
additional markets TeleCorp acquires. This $50.0 million of availability is
subject to a reduction up to $20 million on a dollar for dollar basis of any
additional amounts Lucent otherwise lends to TeleCorp for such purposes under
its senior credit facilities, exclusive of amounts Lucent lends to TeleCorp
under its existing commitments under its senior credit facilities. Any notes
purchased under this facility would be divided equally between Lucent series A
and series B notes.

   The terms of Lucent series A and series B notes issued under these expansion
facilities would be identical to the terms of the original Lucent series A and
series B notes as amended, including a maturity date of October 23, 2009.

   Any Lucent series B notes issued under these expansion facilities will
mature and will be subject to mandatory prepayment on a dollar for dollar basis
out of the net proceeds of any future public or private offering or sale of
debt securities, exclusive of any private placement notes issued to finance any
additional market and borrowings under the senior credit facilities or any
replacement facility.

                                      172
<PAGE>

   Interest payable on the Lucent series A notes and the Lucent series B notes
on or prior to May 11, 2004 will be payable in additional series A and series B
notes. Thereafter, interest will be paid in arrears in cash on each six month
and yearly anniversary of the series A and series B closing date or, if cash
interest payments are prohibited under the senior credit facilities or a
qualifying high yield debt offering, in additional series A and series B notes.
The U.S. government financing requires quarterly interest payments, which
commenced in July 1998 and continued for one year thereafter, then quarterly
principal and interest payments for the remaining nine years.

Vendor Commitment

   In May 1998, TeleCorp entered into a vendor procurement contract with Lucent
pursuant to which it may purchase up to $285.0 million of radio, call
connecting and related equipment and services for the development of its
wireless communications network. At March 31, 2000, TeleCorp had purchased
approximately $295.7 million of equipment and services from Lucent.

Federal Communications Commission Debt

   In completing acquisitions of PCS licenses during the year ended December
31, 1999, TeleCorp assumed U.S. government financing with the Federal
Communications Commission. At March 31, 2000, TeleCorp's Federal Communications
Commission debt was $20.0 million, less a discount of $2.4 million. The terms
of the notes include interest rates ranging from 6.125% to 7.00% and have
quarterly and principal interest payments over the remaining nine years of the
debt.

Commitments

   TeleCorp has operating leases primarily related to retail store locations,
distribution outlets, office space and rent for its network development. The
terms of some of the leases include a reduction of rental payments and
scheduled rent increases at specified intervals during the term of the leases.
TeleCorp recognizes rent expense on a straight-line basis over the life of the
lease, which establishes deferred rent on the balance sheet. As of March 31,
2000, the aggregate minimum rental commitments under non-cancelable operating
leases are as follows ($ in thousands):

<TABLE>
     <S>                                                               <C>
     For the period April 1--December 31, 2000........................ $ 18,634
     For the year ended December 31:
       2001........................................................... $ 24,581
       2002...........................................................   24,216
       2003...........................................................   21,301
       2004...........................................................   11,880
       2005...........................................................    7,801
       Thereafter.....................................................   24,398
                                                                       --------
       Total.......................................................... $132,811
                                                                       ========
</TABLE>

   Rental expense, which is recorded ratably over the lease terms, was
approximately $0.2 million, $3.2 million, $13.8 million and $4.9 million for
the years ended December 31, 1997, 1998, and 1999, and the three months ended
March 31, 2000, respectively.

   TeleCorp has communications towers situated on leased sites in all of its
markets and is considering entering into sale/leaseback transactions and may do
so if it can obtain terms acceptable to it.

   TeleCorp has entered into letters of credit to facilitate local business
activities. TeleCorp is liable under the letters of credit for nonperformance
of certain criteria under the individual contracts. The total amount of
outstanding letters of credit was approximately $1.8 million at March 31, 2000.
The outstanding letters of credit reduce the amount available to be drawn under
TeleCorp's senior credit facility.

                                      173
<PAGE>

   TeleCorp has minimum purchase commitments of 15 million roaming minutes from
July 1999 to January 2002 from another wireless provider in Puerto Rico
relating to customers roaming outside TeleCorp's coverage area. TeleCorp
believes it will be able to meet these minimum requirements.

Quarterly Results of Operations

   The following table sets forth certain unaudited quarterly operating
information for each of the eight quarters ended March 31, 2000. This data has
been prepared on the same basis as the audited financial statements, and in
management's opinion, includes all adjustments, consisting only of normal
recurring adjustments, necessary for the fair presentation of the information
for the periods presented. Results for any previous fiscal quarter are not
necessarily indicative of results for the full year or for any future quarter.

Quarterly Financial Data (Unaudited)

<TABLE>
<CAPTION>
                                           ($ in thousands except per share data)
                                                    For the Quarter Ended
                          --------------------------------------------------------------------------------
                               June 30           September 30         December 31           March 31
                          -------------------  ------------------  -------------------  ------------------
                            1998       1999      1998      1999      1998      1999       1999      2000
                          ---------  --------  --------  --------  --------  ---------  --------  --------
<S>                       <C>        <C>       <C>       <C>       <C>       <C>        <C>       <C>
Revenues................  $     --   $ 17,128  $    --   $ 26,833  $     29  $  39,481  $  4,240  $ 55,446
Operating loss..........     (6,624)  (37,150)  (12,239)  (50,179)  (21,373)   (92,158)  (26,944)  (59,915)
Net loss................     (6,843)  (45,990)  (15,823)  (65,792)  (25,744)  (106,921)  (32,293)  (74,499)
Accretion of mrps(b)....       (190)   (5,629)   (3,819)   (7,064)   (4,541)    (7,164)   (4,267)   (7,733)
Net loss attributable to
 common equity..........  $  (7,033) $(51,619) $(19,643) $(72,856) $(30,285) $(114,085) $(36,560) $(82,232)
Net loss per share--
 basic and diluted(a)...  $ (363.75) $  (0.75) $  (1.23) $  (0.89) $  (0.51) $   (1.29) $  (0.62) $  (0.83)
</TABLE>
--------
(a) Net loss attributable to common equity per share--basic and diluted for the
    first and second quarter of 1998 was computed based on the common equity
    structure of the predecessor company.

(b) mrps--mandatorily redeemable preferred stock.

Quantitative and Qualitative Disclosures About Market Risk

   TeleCorp is not exposed to fluctuations in currency exchange rates because
all of its services are invoiced in U.S. dollars. TeleCorp is exposed to the
impact of interest rate changes on its short-term cash investments, consisting
of U.S. Treasury obligations and other investments in respect of institutions
with the highest credit ratings, all of which have maturities of three months
or less. These short-term investments carry a degree of interest rate risk.
TeleCorp believes that the impact of a 10% increase or decline in interest
rates would not be material to its investment income.

   TeleCorp uses interest rate swaps to hedge the effects of fluctuations in
interest rates on its senior credit facilities. These transactions meet the
requirements for hedge accounting, including designation and correlation. These
interest rate swaps are managed in accordance with TeleCorp's policies and
procedures. TeleCorp does not enter into these transactions for trading
purposes. The resulting gains or losses, measured by quoted market prices, are
accounted for as part of the transactions being hedged, except that losses not
expected to be recovered upon the completion of hedged transactions are
expensed. Gains or losses associated with interest rate swaps are computed as
the difference between the interest expense per the amount hedged using the
fixed rate compared to a floating rate over the term of the swap agreement. As
of March 31, 2000, TeleCorp had entered into six interest rate swap agreements
totaling $225.0 million to convert its variable rate debt to fixed rate debt.
The interest rate swaps had no material impact on its consolidated financial
statements as of and for the year ended December 31, 1999 or as of and for the
three months ended March 31, 2000. The swap agreement matures in September of
2003.


                                      174
<PAGE>

                                     TRITEL

Company Overview

   Tritel is 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. Tritel began to provide
wireless services in eight of its major markets during 1999. In January 1999,
Tritel entered into an affiliation agreement with AT&T Wireless Services,
Tritel's largest stockholder with 21.6% ownership of the company. Tritel has
also joined with two other AT&T Wireless affiliates to operate under a common
regional brand name, SunCom. Tritel provides its PCS services as a member of
the AT&T Wireless network, serving as the preferred roaming provider to AT&T
Wireless's digital wireless customers in virtually all of Tritel's markets and
co-branding its services with the AT&T and SunCom brands and logos, giving
equal emphasis to each.

   Tritel's senior management team has substantial experience in the wireless
communications industry, with a significant operating history in the south-
central United States. Tritel has commenced commercial PCS services in nine of
its ten largest markets. Tritel expects to be able to provide service to over
98% of the people in its license areas by the end of 2000. Tritel defines
coverage to include an entire basic trading area if Tritel has a significantly
developed system in that basic trading area.

   The following table sets forth Tritel's ten largest markets and the date on
which it has commenced or expects to commence commercial PCS service.

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

 Tritel's Markets

   Tritel believes that a substantial majority of the population covered by its
licenses 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 Tritel's markets. There are almost 3,000 total miles of
interstate highway and over 9,000 total highway miles within Tritel's markets.
Tritel's markets are estimated to have grown 16% faster between 1995 and 2000
than the national average and the population density in Tritel's markets is
estimated to be 39% higher than the national average, based on the 1999 Kagan
Cellular/PCS Pop Book.

   Tritel's markets are situated principally in Alabama, Georgia, Kentucky,
Mississippi and Tennessee. The major population centers in Tritel's markets
include the cities of Nashville, Louisville, Birmingham, Knoxville, Lexington,
Jackson and Mobile. Tritel's licenses will complement the PCS and cellular
coverage areas of AT&T Wireless. Tritel anticipates that the contiguous nature
of Tritel's footprint of licensed areas will contribute to reduced operating
expenses.

   Louisville. Greater Louisville, which is Tritel's largest market with
approximately 2.3 million people, including Lexington, encompasses several
counties in Kentucky and southern Indiana. Greater Louisville is also

                                      175
<PAGE>

at the crossroads 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

   Tritel's network offers advanced PCS services on a local and regional basis
and through roaming agreements with AT&T Wireless Services and other carriers
in many other markets throughout the United States. Tritel intends to offer
contiguous market coverage using its own network facilities, the regional
markets covered by the SunCom brand alliance and the AT&T Wireless Services,
Inc. network, all of which use a common technology platform, IS-136 Time
Division Multiple Access, or TDMA. Tritel believes that IS-136 TDMA provides
its subscribers with excellent voice quality, fewer dropped calls than existing
analog systems and coast-to-coast roaming over the AT&T Wireless Services
network. To maximize the commercial utility of IS-136 TDMA, Tritel offers its
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
that are connected through SS7 data signaling links. Several major wireless
telecommunications service providers in North America have selected IS-136 TDMA
for their digital PCS networks, including AT&T Wireless Services, 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 Tritel's markets.

                                      176
<PAGE>

   Tritel's Network Facilities. Tritel expects to be able to provide service to
over 98% of the people in its license areas by the end of 2000. Tritel has
commenced PCS service in nine major markets: Jackson, Mississippi; Nashville,
Knoxville and Chattanooga, Tennessee; Birmingham, Huntsville and Montgomery,
Alabama; and Louisville and Lexington, Kentucky. Tritel expects to commence PCS
service in Mobile, Alabama during the second quarter of 2000.

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

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

   The SunCom Brand Alliance. Tritel has entered into an agreement with two
other AT&T Wireless affiliates, Triton and TeleCorp, 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 people primarily
in the south-central and southeastern United States from New Orleans, Louisiana
to Richmond, Virginia. Each of the SunCom companies owns one-third of Affiliate
License Co., which owns the SunCom brand. Tritel and the other SunCom companies
license the SunCom name from Affiliate License Co.

   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 Services quality standards, and

  .  to use tri-mode handsets with IS-136 TDMA technology.

   Tritel has also entered into reciprocal roaming agreements with one of the
SunCom affiliates.

   The AT&T Wireless Network. AT&T Wireless is one of the largest providers of
wireless telecommunications services in the United States. The AT&T Wireless
Services network provides coast-to-coast coverage for wireless services.

   Tritel is the preferred provider of mobile PCS services for the AT&T
Wireless network using equal emphasis co-branding with AT&T within Tritel's
markets, except for an area covering 790,000 people in Kentucky. AT&T Wireless
has granted Tritel a license to co-brand with the AT&T logo and other service
marks in Tritel's covered markets. Tritel also has established roaming,
purchasing, engineering and other arrangements with AT&T Wireless. These
arrangements will provide Tritel's customers immediate, coast-to-coast roaming
on the AT&T Wireless network.

 Joint Venture and Strategic Alliance with AT&T

   Tritel's strategic alliance 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 Tritel, will provide AT&T

                                      177
<PAGE>

Wireless subscribers roaming in Tritel's markets with features and
functionality typically offered by the AT&T Wireless network. The relationship
with AT&T Wireless is valuable to Tritel because, among other reasons, the
relationship enables Tritel to market its service using what it believes to be
one of the world's most respected and recognizable brands, AT&T, in equal
emphasis with the SunCom regional brand name. Tritel also expects 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 Tritel's alliance with AT&T Wireless, AT&T Wireless contributed
licenses covering approximately 9.1 million of Tritel's 14.0 million total
people in its licensed areas. In exchange for the AT&T contributed licenses 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 Tritel.
AT&T Wireless increased its ownership to approximately 21.6% through the
purchase of shares of Tritel's series C preferred stock from another investor
and maintained that percentage through the purchase of class B common stock in
the December 1999 private stock offering concurrent with Tritel's initial
public offering.

   The AT&T Wireless licenses contributed to Tritel 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. Tritel will maximize the following benefits of its AT&T
affiliation to distinguish itself from other PCS providers in its markets:

   Exclusivity. Tritel is AT&T's exclusive provider of wireless mobility
services using equal emphasis co-branding with AT&T in Tritel's covered
markets, subject to AT&T's right to resell services on Tritel's network and
except for licenses covering 790,000 people in mostly rural areas.

   Brand. Tritel has the right to use the AT&T brand name and logo together
with the SunCom brand name and logo in Tritel's markets, giving equal emphasis
to each.

   Roaming. Tritel is AT&T's preferred roaming partner for digital customers in
Tritel's markets, except for licenses covering 790,000 people in mostly rural
areas. Tritel's roaming revenues increased from approximately $3.3 million in
the fourth quarter of 1999 to approximately $5.9 million in the first quarter
of 2000.

   Coast-to-Coast Coverage. Outside Tritel's markets, its customers can place
and receive calls in AT&T Wireless's markets and the markets of AT&T Wireless's
other roaming partners.

   Products and Services. Tritel receives preferred terms on selected products
and services, including handsets, infrastructure equipment and back office
support from companies who provide these products and services to AT&T.

   Marketing. Tritel benefits from AT&T's nationwide marketing and advertising
campaigns, including the success of the AT&T Digital One RateSM plans, in the
marketing of its own national rate plans. In addition, Tritel works with AT&T's
national sales representatives to jointly market Tritel's wireless services to
AT&T corporate customers located in Tritel's markets.

 Services and Features

   Tritel provides reliable, high quality service at what Tritel believes are
affordable prices. The following features and services are currently available
to Tritel's IS-136 TDMA users, and Tritel offers them to its customers:

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

                                      178
<PAGE>

   Extended Battery Life. When operating in digital mode, Tritel's 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 Tritel sells 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 Tritel's, 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 and the systems are supported by SS7 data signaling links. A user
may also initiate a call on an analog network and have that call handed off to
a TDMA-based digital cellular network.

   Tritel currently offers tri-mode handsets manufactured by Nokia, Ericsson
and Motorola, and expects 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 Tritel is 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. Tritel has launched its 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. Tritel will continue to explore providing these
services based on consumer demand.

   Customized Billing. Tritel offers special billing services that cater to the
needs of consumers, including simplified monthly billing statements and
flexible billing cycles. Tritel believes that simple, accurate bills are
necessary to support the customer's perception of quality service. In addition,
Tritel plans 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. Tritel also plans 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, Tritel expects new services and features
to become commercially available for IS-136 TDMA systems in the future. Tritel
plans to make those services and features available to its customers.

 Network Buildout

   By the end of 2001, Tritel expects to have approximately 1,700 cell sites,
cover over 9,000 highway miles and provide service in over 40 cities.

   Bechtel Corporation is providing the overall project and construction
management of the design, site acquisition, installation and testing of
Tritel's 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 Radio Frequency Design. Two radio frequency engineering firms,
Galaxy Personal Communications Services, Inc., a wholly owned subsidiary of
World Access, Inc., for the Mississippi,

                                      179
<PAGE>

Alabama, Georgia and eastern Tennessee sites, and Wireless Facilities, Inc.,
for the Nashville, Tennessee and the Louisville and Lexington, Kentucky sites,
performed the initial radio frequency design for the network. Based upon their
engineering designs, Galaxy and Wireless Facilities determined the required
number of cell sites to operate the network and identified the general
geographic areas in which they propose to locate each of the required cell
sites. Tritel's network is 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.

   Site Identification, Acquisition and Construction. Tritel has arrangements
with several firms to identify and acquire the sites on which it will locate
the towers, antennae and other equipment necessary for the operation of its 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 or fixed fee arrangements.

   Tritel 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 Tritel.

   First preference in site acquisition is being given to sites on which Tritel
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 Tritel associated with the building of a tower and
any zoning difficulties have likely been resolved. Second preference is being
given to sites where Tritel 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 Tritel. The
principal advantage of this method is that it reduces Tritel's capital
expenditures, although operating expenses will reflect the required lease
payments. Third preference is being given to those greenfield sites that Tritel
would acquire and then arrange for the construction of a tower that Tritel
would own.

   Microwave Relocation. Prior to the Federal Communications Commission's
auction of PCS licenses in the 1850-1970 MHz frequency bandwidths, these
frequencies were used by various fixed microwave operators. The Federal
Communications Commission has established procedures for PCS licensees to
relocate these existing microwave paths, generally at the PCS licensee's
expense. Tritel has engaged Wireless Facilities to relocate the microwave paths
that currently use Tritel's bandwidth.

   Mobile Switching Centers. In order to cover Tritel's approximately 14.0
million people in its licensed areas, Tritel utilizes five switching centers
located in Louisville, Nashville, Birmingham, Knoxville and Jackson. 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. Tritel is utilizing Wireless Facilities' Network
Operations Center located in Richardson, Texas during the initial buildout and
deployment of its network in order to launch service earlier and reduce its
initial capital expenditures. The Network Operations Center's function is to
monitor the network on a real-time basis for, among other things, alarm
monitoring, power outages, tower lighting problems and traffic patterns. Tritel
is considering utilizing TeleCorp's Network Operations Center in Memphis,
Tennessee.


                                      180
<PAGE>

   Interconnection. Tritel's digital PCS network connects to the landline
telephone system through local exchange carriers. Tritel has entered into
interconnection agreements with BellSouth, GTE and smaller local exchange
carriers within Tritel's markets. Additionally, Tritel has entered into a long
distance agreement with AT&T providing for preferred rates for long distance
services.

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

   PCS Auctions. Many C-Block PCS licensees have returned all or a portion of
their spectrum to the government under a Federal Communications Commission
order permitting these licensees to restructure. Tritel chose to return 15 MHz
of spectrum for certain licenses covering certain populations in northern
Alabama. On April 15, 1999, the Federal Communications Commission 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. Tritel participated in this re-auction through ABC, to which Tritel
made a loan of $7.5 million for bidding on licenses.

 Competition

   There are two established cellular providers in each of Tritel's 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
Tritel does. In addition, in most of Tritel's markets, there are at least two
or three other PCS providers currently offering commercial service or likely to
begin offering service before Tritel will. Tritel also faces competition from
paging, dispatch and conventional mobile radio operations as well as
specialized mobile radio, or SMR, and enhanced specialized mobile radio, or
ESMR, including those ESMR networks operated by Nextel and its affiliates in
Tritel's markets. Tritel is also competing with resellers of wireless services.
Over the past several years, the Federal Communications Commission has
auctioned, and will continue to auction, large amounts of spectrum that could
be used to compete with PCS services. Tritel expects 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. Tritel expects to compete
directly with up to five or more PCS and cellular providers in each of its
markets. Principal PCS and cellular competitors in Tritel's markets are
BellSouth, Powertel, GTE, Sprint PCS, CenturyTel, Verizon and ALLTEL.

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

   Powertel's PCS markets overlap nearly all of Tritel's 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.


                                      181
<PAGE>

   Federal Communications Commission 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 Tritel's 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, Tritel could face additional PCS
competition in certain of its markets.

   Competition from Other Technologies. In addition to PCS and cellular
operators and resellers, Tritel 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 offers
service in nearly all of Tritel's markets and Tritel believes it is likely that
Nextel will expand its service to other cities in Tritel's markets. Within the
area in which Tritel competes, 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 Federal Communications Commission policies
that encourage the development of new spectrum-based technologies make it
impossible to predict the extent of future competition.

 Marketing and Sales

   Tritel's 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 Tritel's coverage and its focus on customer service, all of which is
provided at competitive prices. Tritel employs a sales and marketing approach
with highly definable and measurable goals, which focuses primarily on the use
of company stores to build the Tritel customer base.

   Company Stores. Tritel's company-owned and operated retail stores are
modeled after AT&T Wireless retail stores, with the exception that Tritel may
not use the AT&T logo on the outside of its store fronts. Sales representatives
in company stores receive in-depth training on the advantages of PCS and the
AT&T and SunCom alliances. Tritel 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.

   Tritel 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.

   Tritel seeks 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. Tritel opened 34 company stores
as of March 31, 2000 and plans to open an additional 49 stores by the end of
2000.

   Direct Sales Force. Tritel also uses a dedicated sales force. Tritel's sales
agents are assigned to specific regions within Tritel's markets and use the
company stores as their bases of operations. Sales agents receive

                                      182
<PAGE>


training on the advantages of PCS and are provided with product and service
research, proposal writing and competitor analysis information. Tritel's sales
force will seek to coordinate with AT&T Wireless to offer bundled telephony and
related services. As of March 31, 2000, Tritel had a direct sales force of 61
sales people and plans to have approximately 134 sales people by the end of
2000.

   Indirect Distribution Channels. To augment the company's direct distribution
efforts, Tritel uses mass retailers in its markets, including Circuit City,
Office Depot and Best Buy. Tritel's management believes that the AT&T brand
recognition along with over-the-air activation capability will facilitate
distribution through mass retailers. In the future, Tritel 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.

   Online Sales. Tritel's web page provides current information about Tritel,
its markets, products and services. All information that is required to make a
purchasing decision is available through Tritel's website and online store.
Customers are able to choose any of Tritel's rate plans, features, handsets and
accessories. The online store provides a secure environment for transactions,
and customers purchasing through the online store experience a similar business
process to that of customers purchasing service through other channels.

   Focus on Local Advertising and Promotion. Tritel advertises and promotes its
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, Tritel combines mass marketing
efforts and direct marketing approaches to build and promote the AT&T and
SunCom brands locally, giving equal emphasis to each. Further, as markets are
launched, Tritel offers 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 its local
marketing strategies, Tritel expects that the national promotional efforts by
AT&T and AT&T Wireless will increase interest and sales through its
distribution channels. Tritel believes AT&T Wireless's national "customer pull"
strategies for promotion will encourage potential customers to visit Tritel's
stores and local retailers to seek out the branded service.

   Promotions to Target Specific Subscriber Types. Tritel has 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, Tritel has created a specific marketing program
including a service package, pricing plan and promotional strategy. Tritel's
management believes that by tailoring its 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 Tritel's service,
and will have increased customer loyalty and higher levels of customer
satisfaction. Tritel 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 Tritel to better identify attractive niche
opportunities and provide feedback on the effectiveness of its marketing
campaigns.

   Pricing. Tritel's 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, Tritel offers its retail subscribers and national and corporate
account subscribers volume and service-based rate plans that are responsive to
market trends. Tritel's billing system has the technology and capacity to
enable it to offer numerous pricing plans to its customers. Tritel also offers
its customers prepaid debit pricing and plans to offer neighborhood/zonal
pricing options.

   Tritel is not required to use any published AT&T Wireless pricing plan in
its markets, although Tritel may choose to do so. However, Tritel does offer a
series of national calling plans similar to the AT&T Digital OneRateSM plan.

   Customer Service Operations. Tritel's 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 Tritel's customer

                                      183
<PAGE>

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. Tritel also offers special billing
services that cater to the needs of consumers, including simplified monthly
billing statements and flexible billing cycles. Tritel expects future
enhancements to include on-line billing and account information. AT&T Wireless
and the SunCom affiliates, including Tritel, will exchange information and
share best practices in order to provide customers with better customer care.

Employees

   At March 31, 2000, Tritel had 777 employees, including 126 in technical
operations, 420 in marketing and sales operations, 92 in customer operations,
28 in management information systems, 26 in human resources and 85 in corporate
and financial. Most of Tritel's 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. Tritel considers its relations
with its employees to be good. None of Tritel's employees is represented by a
union.

Properties

   Tritel currently owns no real property. Tritel has entered into leases for
an aggregate of 57,000 square feet of office space in Jackson, Mississippi for
use as its 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. Tritel has also entered into a lease for 48,900 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. Tritel's management expects that the company's
current executive office and customer operations office facilities will be
sufficient through at least 2001.

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

   Tritel has 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 Tritel having an option
to extend the term for five or ten years. These five switch centers have
sufficient square footage to house switches covering all of Tritel's markets
and, accordingly, Tritel does not expect to add switch centers in the future.

   Company retail stores will be located throughout Tritel's 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. Tritel opened 34 company stores as of March 31, 2000 and plans
to open an additional 49 stores in 2000 to service all markets being launched
in 1999 and 2000.

   Tritel expects to lease approximately 90% of its 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
lessor. Additionally, Tritel has negotiated master lease agreements with other
wireless providers and tower companies to lease space on their existing cell
sites throughout Tritel's markets.

Legal Proceedings

   Tritel is a party to various legal proceedings, none of which, in the
opinion of Tritel's management, are material.

Stock Ownership of Management

   The table below sets forth certain information as of March 31, 2000 with
respect to beneficial ownership of Tritel's voting securities by

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

                                      184
<PAGE>

  .  each of Tritel's directors,

  .  each of Tritel's named executive officers, and

  .  all of Tritel's directors and executive officers as a group.

   Tritel's class A voting common 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 voting common 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 Federal Communications Commission so permit, which is
currently five years after the respective issuances of its C- and F-Block
licenses, subject to possible unjust enrichment obligations for ten years.
Tritel's class B common stock generally does not have voting rights. Tritel's
class B common stock votes as a separate class only on any proposed changes to
the company's Restated Certificate of Incorporation that adversely affect the
rights of holders of class B common stock. Each share of class B common stock
is convertible into one share of class A voting common stock at any time at the
option of the holder.

   Certain parties to Tritel's 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.

                                      185
<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
                         Number of Shares of Class A     Outstanding Class A  Percentage of Outstanding
                             Voting Common Stock         Voting Common Stock  Voting Preference Common         Percent of
                             Beneficially Owned          Beneficially Owned   Stock Beneficially Owned           Voting
                         ---------------------------    --------------------- -----------------------------     Power in
                                          In Holding               In Holding                   In Holding      Holding
                                           Company      In Tritel   Company    In Tritel         Company        Company
                         In Tritel before after the     before the after the   before the       after the      After the
Stockholder                 the Merger    Merger(1)       Merger     Merger      Merger           Merger         Merger
-----------              ---------------- ----------    ---------- ---------- -------------    ------------    ----------
<S>                      <C>              <C>           <C>        <C>        <C>              <C>             <C>
AT&T Wireless PCS,
 LLC(2).................    25,881,196(3) 47,038,521(4)    21.7%      22.7                --              --      12.4
CIHC, Incorporated(5)...    21,188,709    17,182,072       17.8        9.6                --              --       3.9
Dresdner Kleinwort
 Benson Private Equity
 Partners L.P.(6).......    11,147,761     9,039,797        9.4        5.1                --              --       2.0
Triune PCS, LLC(7)......     9,700,186     7,861,387        8.1        4.4                --              --       1.8
Kevin J. Shepherd(8)....     9,701,386     7,862,299        8.1        4.4                --              --       1.8
Southern Farm Bureau
 Life Insurance
 Co.(9)(10).............     7,814,486     6,324,657        6.6        3.5                --              --       1.4
William M. Mounger, II
 (10)(11)...............     4,763,616     4,251,477        4.0        2.4               50.0               *      1.0
E.B. Martin, Jr.(10)....     2,384,544     2,331,577        2.0        1.3               50.0             --         *
William S. Arnett(12)...     1,664,053     1,264,680        1.4          *                --              --         *
Karlen Turbeville(13)...     1,086,412       825,673          *          *                --              --         *
David A. Jones,
 Jr.(14)................       729,993       591,803          *          *                --              --         *
Kirk Hughes(15).........       206,500       156,940          *          *                --              --         *
Elizabeth L.
 Nichols(16)............         4,440         3,374          *          *                --              --         *
Scott I. Anderson(17)...         3,420       502,338          *          *                --              --         *
Andrew Hubregsen........         1,200           912          *          *                --              --         *
Gary S. Fuqua...........           600           456          *          *                --              --         *
All of Tritel's
 executive officers and
 directors as a
 group(18)
 (16 persons)...........    80,352,550    92,286,706       67.3       43.3              100.0               *     22.6
</TABLE>
--------
 * Less than one-percent
(1) The shares of class A voting common stock held in Holding Company includes
    the conversion of Tritel class A voting common stock, Tritel class B non-
    voting common stock and Tritel class D common stock into Holding Company
    class A voting common stock.
(2) Address is: c/o AT&T Wireless Services, Inc., 7277 164th Avenue, NE,
    Redmond, Washington 98052.
(3) AT&T Wireless owns 46,374 shares of non-voting series D preferred stock.
    These shares, including their unpaid dividends, are immediately convertible
    at the holder's option into 18,463,121 shares of class A voting 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 90,668 shares of non-voting
    series A preferred stock. AT&T Wireless also owns 2,927,120 shares of class
    B non-voting common stock which is convertible into 2,927,120 shares of
    class A voting common stock at any time at the option of the AT&T Wireless.
    These shares may be deemed to be beneficially owned by various affiliates
    of AT&T Wireless.

(4) Consists of 18,288,834 shares of class A voting common stock, which
    includes 3,149,137 shares of class A voting common stock converted from
    shares of TeleCorp stock held by AT&T Wireless PCS, LLC, 14,912,778 shares
    of series F preferred stock convertible into 14,717,715 shares of class A
    voting common stock and 195,063 shares of class D common stock; and 46,374
    shares of series G preferred stock convertible into 14,971,876 shares of
    class A voting common stock and 9,494 shares of class F common stock.
(5) Address is: 11825 North Pennsylvania Street, Carmel, IN 46032.
(6) Address is: 75 Wall Street, 24th Floor, New York, NY 10005.
(7) Address is: 4770 Baseline Road, Suite 380, Boulder, CO 80303.
(8) Address is: 4770 Baseline Road, Suite 380, Boulder, CO 80303. Tritel shares
    include 9,700,186 shares held by Triune PCS, LLC. Holding Company shares
    include 7,861,387 shares held by Triune PCS, LLC. An affiliate of Mr.
    Shepherd is the sole manager of Triune PCS LLC. Mr. Shepherd, together with
    his spouse and his children's trust, indirectly holds a 43% economic
    interest in Triune PCS and disclaims any beneficial ownership in the
    remaining Triune PCS shares.
(9) Address is: 1401 Livingston Lane, Jackson, MS 39213.

(10) Shortly after the date of this joint proxy statement-prospectus, Tritel
     expects to acquire certain Florida and Georgia PCS licenses from Digital
     PCS, LLC in exchange for 1,359,988 shares of its common stock. Prior to
     the closing of that transaction, Digital will convert debt owed to Airwave
     Communications into equity in Digital. As a result of that conversion,
     Southern Farm Bureau Life Insurance Company, which owns approximately 59%
     of Airwave, will indirectly receive a 49.93% equity ownership interest in
     Digital. As a result, Southern Farm indirectly and beneficially will own
     an additional 679,042 shares of Tritel class A common stock held by
     Digital.

   Prior to the transaction, Digital did not own any Tritel stock. Digital is
   owned by William M. Mounger, II, Jerry M. Sullivan Jr. and E.B. Martin, Jr.
    As a result of this transaction, Messrs. Mounger and Martin will indirectly
   own an additional 67,999.40 shares of Tritel class A common stock.

                                      186
<PAGE>


(11) Tritel shares include 885,875 shares owned by Trillium PCS, LLC, 1,489,598
     shares owned by M3, LLC and 3,600 shares held by Mr. Mounger's children's
     trust. Holding Company shares include 713,799 shares owned by Trillium
     PCS, LLC, 1,203,363 shares held by M3, LLC and 2,736 shares held by Mr.
     Mounger's children's trust. Mr. Mounger controls both Trillium and M3.

(12) Tritel shares include 1,200 shares owned by Mr. Arnett's spouse and
     children and options to purchase 34,437 shares of class A voting common
     stock exercisable within 60 days of March 31, 2000. Holding Company shares
     include 912 shares owned by Mr. Arnett's spouse and children and options
     to purchase 26,172 shares of class A voting common stock exercisable
     within 60 days of March 31, 2000.

(13) Tritel shares include 1,200 shares owned by Ms. Turbeville's children.
     Holding Company shares include 912 shares owned by Ms. Turbeville's
     children.

(14) Tritel shares include options to purchase 3,000 shares of class A voting
     common stock exercisable within 60 days of March 31, 2000 as well as
     726,993 shares owned by J.G. Funding, LLC, an investment fund managed by
     Chrysalis Ventures, LLC. Holding Company shares include options to
     purchase 2,280 shares of class A voting common stock exercisable within 60
     days of March 31, 2000 as well as 589,523 shares owned by J.G. Funding,
     LLC. Mr. Jones is the Chairman and Managing Director of Chrysalis
     Ventures, LLC.

(15) Tritel shares include options to purchase 42,100 shares of class A voting
     common stock exercisable within 60 days of March 31, 2000 and 1,620 shares
     owned jointly with his spouse. Holding Company shares include options to
     purchase 31,996 shares of class A voting common stock exercisable within
     60 days of March 31, 2000 and 1,231 shares owned jointly with his spouse.

(16) Tritel shares include 840 shares owned by Ms. Nichols' spouse and children
     and options to purchase 3,000 shares of class A voting common stock
     exercisable within 60 days of March 31, 2000. Holding Company shares
     include 638 shares owned by Ms. Nichols spouse and children and options to
     purchase 2,280 shares of class A voting common stock exercisable within 60
     days of March 31, 2000.

(17) Tritel shares include options to purchase 3,000 shares of class A voting
     common stock exercisable within 60 days of March 31, 2000. Holding Company
     shares include options to purchase an aggregate of 10,005 shares of class
     A voting common stock exercisable within 60 days of March 31, 2000, which
     include the conversion of options to purchase 2,280 shares of Tritel class
     A voting common stock and 7,725 shares of TeleCorp class A voting common
     stock, and 492,064 shares of class A voting common stock held by TeleCorp
     Investment Corp. II, L.L.C.

(18) Tritel shares include shares of class A voting common stock beneficially
     owned by Tritel's executive officers, directors and Tritel's investors
     with representation on Tritel's Board. Ann K. Hall and H. Lee Maschmann,
     who are both employed by AT&T Wireless, Alexander P. Coleman, who is
     employed by Dresdner Kleinwort Benson Private Equity, and Andrew
     Hubregsen, who is employed by Conseco Private Capital Group and affiliate
     of CIHC, Incorporated, each disclaims any beneficial ownership of shares
     owned by his or her employer.

Compensation Committee Report

   Historical Approach. Prior to Tritel's public offering of class A voting
common stock, the salaries for its executives were generally determined by
market standards. The current compensation committee, which was established on
March 25, 1999, will utilize various sources of compensation information upon
which to base its decisions. The compensation information reviewed will include
compensation surveys and peer group analyses. In addition, the compensation
committee will focus on the salary, pay adjustments and benefit packages of
other senior executives in the telecommunications industry, with particular
attention to other wireless communications companies.

   In reviewing the compensation package for the executive officers, the
compensation committee will consider a number of factors including asset size,
earnings, type of operations, corporate structure, geographic locations and
budget considerations. The compensation committee will be provided with
relevant, timely and reliable data regarding compensation.

   Compensation Policies. The compensation committee expects to consider the
following objectives in setting compensation and benefits and some of the
following incentives in determining bonuses:

  .  establishing base salaries at a competitive average;

  .  rewarding the achievement of Tritel's annual and long term strategic
     goals;

  .  retaining executive officers by offering compensation and benefits at a
     competitive level with other executives in the wireless communications
     industry; and

  .  providing additional motivation for the executive officers to enhance
     stockholder value by linking a portion of the compensation package to
     the performance of Tritel's common stock.

   Components of Salary. An executive's total compensation consists of three
elements: base salary, an annual incentive bonus, and long-term stock-based
compensation (including stock options and restricted stock awards).

                                      187
<PAGE>

   Base Salary and Bonus Awards. The compensation committee considers a number
of factors in fixing the base salary and bonus awards of the executive
officers. Those factors typically include: the level of responsibility
associated with the individual's position, the individual's performance,
Tritel's overall performance, certain non-financial indicators and the business
and inflationary climate. In the case of executive officers with responsibility
for a particular business department, the compensation committee also considers
the department's financial performance. Non-financial indicators may include,
among other things, the completion of Tritel's network buildout, strategic
developments for which an executive officer has responsibility, or managerial
performance.

   The compensation committee also considers the compensation awarded by other
wireless communications companies such as TeleCorp, Triton, Nextel and Sprint
PCS. The compensation committee considered all of these various factors in
setting compensation for 1999, and as to the bonus awards, assigned a
particular weight to certain of these factors.

   Stock-Based Compensation. Under the 1999 Stock Option Plan, the compensation
committee is authorized to grant certain stock-based awards, including
"incentive stock options" and nonqualified stock options, restricted shares,
deferred shares and stock appreciation rights. The compensation committee
believes that Tritel's long-term stock-based compensation aligns the interests
of the executive officers with those of the stockholders, because appreciation
in the price of the stock will benefit all stockholders commensurately.

   Stock options grants are based on level of position and individual
contribution. The compensation committee also considers stock option grants
previously made and the aggregate of such grants. As with the determination of
salary and bonus awards, the compensation committee exercises subjective
judgment and discretion evaluating the above criteria. Tritel's long-term
performance will ultimately determine compensation from stock options, since
gains from stock option exercises are entirely dependent on the long-term
growth of Tritel's stock price.

   Chief Executive Officer. The Chief Executive Officer's compensation for 1999
was determined with reference to the same measures used for all executive
officers of Tritel. For 1999, Mr. Mounger received $225,000 as his base salary
and $172,575 as his bonus award. The compensation committee exercised its
subjective judgment and discretion in determining Mr. Mounger's salary and
bonus award. With respect to Mr. Mounger's bonus award for 1999, the
compensation committee assigned particular weight to various factors, including
the completion of Tritel's network buildout, its capital expenditures budget,
its operating budget, its subscriber base and its revenues.

   Section 162(m). Under Section 162(m) of the Internal Revenue Code of 1986,
as amended, certain executive compensation (in the form of cash, options or
stock) received by Tritel's executive officers, when aggregated with all other
compensation received by such executive, in excess of $1.0 million will not be
deductible by Tritel for federal income tax purposes unless such compensation
is awarded under a performance-based plan approved by Tritel's stockholders.
The compensation committee intends to review the potential effect of Section
162(m) when making awards and recommendations regarding the compensation of
Tritel's executive officers.

   The goal of Tritel's compensation structure is to be certain that all
executives are compensated consistent with the above guidelines and to assure
that all reasonable and possible efforts are being exerted to maximize
stockholder value. Compensation levels will be reviewed as frequently as
necessary to ensure this result.

  The Compensation Committee

    Andrew Hubregsen, Chairman  H. Lee Maschmann  Kevin J. Shepherd

Compensation Committee Interlocks and Insider Participation

   The compensation committee during the year ended December 31, 1999,
consisted of Andrew Hubregsen, H. Lee Maschmann and Kevin J. Shepherd. None of
the executive officers served as a director or member of the compensation
committee or other board committee performing equivalent functions of another
corporation.

                                      188
<PAGE>

Executive Compensation

Compensation of Executive Officers

 Summary Compensation Table

   The following table sets forth certain information with respect to the
compensation paid by Tritel for services rendered during the fiscal year 1999
by Tritel's chief executive officer, its four most highly compensated executive
officers and Jerry M. Sullivan Jr., a former executive officer of Tritel. Mr.
Arnett became president in January 1999 and was not a Tritel employee prior to
such appointment.

<TABLE>
<CAPTION>
                                                                    Long-Term Compensation
                                                                    ------------------------
                                    Annual Compensation                     Awards
                               ------------------------------------ ------------------------
                                                                                  Securities  All Other
   Name and Principal                                  Other Annual  Restricted   Underlying Compensation
        Position          Year  Salary     Bonus(1)    Compensation Stock Awards   Options       (2)
   ------------------     ---- --------    --------    ------------ ------------  ---------- ------------
<S>                       <C>  <C>         <C>         <C>          <C>           <C>        <C>
William M. Mounger, II..  1999 $225,000    $172,575         --         30,748(3)      --          --
 Chairman of the Board    1998  225,000     112,500         --           --           --          --
 and Chief Executive
 Officer
William S. Arnett.......  1999  220,320     172,575         --         16,278(4)   172,184       84,300
 President, Chief         1998    --          --            --           --           --          --
 Operating Officer and
 Director
E.B. Martin, Jr. .......  1999  225,000     172,575         --         30,748(5)      --          --
 Executive Vice           1998  225,000     112,500         --           --           --          --
 President, Treasurer
 and Chief Financial
 Officer
Karlen Turbeville.......  1999  175,000     109,970         --         10,852(6)      --          --
 Senior Vice President--  1998  175,000      87,500         --           --           --          --
 Finance
Kirk Hughes.............  1999  175,000      92,181         --          1,628(7)   168,400        --
 Senior Vice President--  1998   55,019(8)   74,743(9)      --           --           --          --
 Information
 Technologies
Jerry M. Sullivan,        1999  225,000     112,500         --         30,748(10)     --      1,012,500
 Jr. ...................
 Executive Vice           1998  225,000     112,500         --           --           --          --
 President
</TABLE>
--------
(1) In March 2000, the Compensation Committee awarded discretionary bonuses to
    the employees, including the executive officers listed in the Summary
    Compensation Table, for services rendered during the year ended December
    31, 1999.
(2) "All Other Compensation" for Mr. Arnett for the year ended December 31,
    1999, includes approximately $66,655 paid in connection with the relocation
    of his residence to Jackson, Mississippi; approximately $2,482 of inputed
    interest with respect to an unsecured, interest-free loan made by Tritel in
    connection with the relocation of his residence, and approximately $15,163
    in legal fees incurred in connection with the negotiation of his employment
    agreement with Tritel. "All Other Compensation" for Mr. Sullivan for the
    year ended December 31, 1999, includes the amounts payable to him in
    connection with Tritel's agreement with him to redefine his employment
    agreement.
(3) This amount reflects 2,384,544 shares of Tritel class A voting common stock
    and 690,224 shares of Tritel class C common stock, valued at 1/400th of
    $.01 on January 7, 1999, the date of grant, awarded to Mr. Mounger upon the
    closing of the joint venture. The value of the restricted stock held by Mr.
    Mounger at December 31, 1999 was $97,189,186.
(4) This amount reflects the value of 1,627,816 shares of Tritel class A voting
    common stock, valued at 1/400th of $.01 on January 7, 1999, the date of
    grant, awarded to Mr. Arnett in connection with his employment as
    President. The value of the restricted stock held by Mr. Arnett at December
    31, 1999 was $51,452,992.
(5) This amount reflects the value of 2,384,544 shares of Tritel's class A
    voting common stock and 690,224 shares of Tritel's class C common stock,
    valued at 1/400th of $.01 on January 7, 1999, the date of grant, awarded to
    Mr. Martin upon the closing of the joint venture. The value of the
    restricted stock held by Mr. Martin at December 31, 1999 was $97,189,186.
(6) This amount reflects the value of 1,085,212 shares of Tritel class A voting
    common stock, valued at 1/400th of $.01 on January 7, 1999, the date of
    grant, awarded to Ms. Turbeville upon the closing of the joint venture.
    These shares vest at the rate of 20% at the date of grant, 15% on each of
    the second, third, fourth and fifth anniversaries of the date of grant, and
    10% each upon the completion of two defined network build-out plan
    milestones. The value of the restricted stock held by Ms. Turbeville at
    December 31, 1999 was $34,302,037.
(7) This amount reflects the value of 162,780 shares of Tritel class A voting
    common stock, valued at 1/400th of $.01 on January 7, 1999, the date of
    grant, awarded to Mr. Hughes upon the closing of the joint venture. These
    shares vest at the rate of 20% at the first anniversary of the date of
    grant, 15% on each of the second, third, fourth and fifth anniversaries of
    the date of grant, and 10% each

                                      189
<PAGE>

   upon the completion of two defined network build-out plan milestones. The
   value of the restricted stock held by Mr. Hughes at December 31, 1999 was
   $5,145,249.
(8) This amount reflects the base salary paid to Mr. Hughes from the time of
    his employment with Tritel in September 1998 to December 31, 1998.
(9) This amount includes a $50,000 signing bonus paid to Mr. Hughes in 1998 in
    addition to the discretionary bonus awarded to Mr. Hughes with respect to
    services rendered during the year ended December 31, 1998.
(10) This amount reflects the value of 2,384,544 shares of Tritel class A
     voting common stock and 690,224 shares of Tritel class C common stock,
     valued at 1/400th of $.01 on January 7, 1999, the date of grant, awarded
     to Mr. Sullivan upon the closing of the joint venture. Effective
     September 30, 1999, Tritel repurchased 584,544 shares of Tritel class A
     voting common stock and 690,224 shares of Tritel class C common stock
     from Mr. Sullivan for a total of approximately $12,748, which is not
     reflected in the table. The remaining shares owned by Mr. Sullivan are no
     longer subject to vesting requirements.

Stock Options

 1999 Option Grants Table

   The following table sets forth stock options granted in 1999 to each of
Tritel's named executive officers and stock options granted to all employees
as a group. The table also sets forth the grant date present value of the
options. The actual future value of the options will depend on the market
value of Tritel's common stock. All option exercise prices are based either on
fair market value on the date of grant or an average of the closing price on
the most recent five trading days including the date of grant.

                             Option Grants in 1999

<TABLE>
<CAPTION>
                          Number of     % of Total
                          Securities     Options   Exercise
                          Underlying    Granted to or Base              Grant Date
                           Options      Employees   Price   Expiration   Present
Name                       Granted       in 1999    ($/Sh)     Date    Value ($)(1)
----                      ----------    ---------- -------- ---------- ------------
<S>                       <C>           <C>        <C>      <C>        <C>
William M. Mounger, II..        --          --         --         --           --
William S. Arnett.......    172,184(2)      8.3%    $18.00   12/13/09  $ 1,463,564
E.B. Martin, Jr.........        --          --         --         --           --
Karlen Turbeville.......        --          --         --         --           --
Kirk Hughes.............    168,400(3)      8.1%    $18.00   12/13/09  $ 1,431,400
Jerry M. Sullivan, Jr...        --          --         --         --           --
All employees as a
 group..................  2,081,422       100.0%    $18.05        --   $17,736,407
</TABLE>
--------
(1) The actual value, if any, that an executive officer may ultimately realize
    upon the exercise of stock options will depend on the excess of the stock
    price over the exercise price on the date the stock option is exercised.
    Therefore, there can be no assurance that the value realized by Mr. Arnett
    or Mr. Hughes upon actual exercise of the stock options granted in 1999
    will be at or near the Grant Date Present Value indicated in the table.
(2) The stock options reflected in this table for Mr. Arnett vest at the rate
    of 20% at the date of grant, 15% on each of the second, third, fourth and
    fifth anniversaries of the date of grant, and 10% each upon the completion
    of two defined network build-out plan milestones.
(3) The stock options reflected in this table for Mr. Hughes vest at the rate
    of 25% at the date of grant and 25% on each of the first, second, and
    third anniversaries of the date of grant.

                                      190
<PAGE>

   The following table sets forth information concerning the value as of
December 31, 1999 of options held by Tritel's named executive officers.

              Aggregated Option Exercises in Last Fiscal Year and
                         Fiscal Year-End Option Values

<TABLE>
<CAPTION>
                            Shares               Number of Securities      Value of Unexercised
                          Acquired on  Value    Underlying Unexercised         In-the-Money
                           Exercise   Realized     Options at FY-End         Options at FY-End
                          ----------- -------- ------------------------- -------------------------
                                               Exercisable Unexercisable Exercisable Unexercisable
                                               ----------- ------------- ----------- -------------
<S>                       <C>         <C>      <C>         <C>           <C>         <C>
William M. Mounger, II..      --        --          --            --           --            --
William S. Arnett.......      --        --       34,437       137,747     $471,354    $1,885,415
E.B. Martin, Jr.........      --        --          --            --           --            --
Karlen Turbeville.......      --        --          --            --           --            --
Kirk Hughes.............      --        --       42,100       126,300     $576,244    $1,728,731
Jerry M. Sullivan, Jr...      --        --          --            --           --            --
</TABLE>
--------
(1) The amounts shown under this caption represent the difference between the
    closing price for the common stock on The Nasdaq National Market on
    December 31, 1999 ($31.6875 per share) and the exercise price of in-the-
    money stock options.

   Director Compensation. The directors designated by the initial investors
other than AT&T Wireless or AT&T do not 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, Tritel has adopted the 1999 Stock Option Plan for
Non-Employee Directors and has granted 45,000 stock options to qualifying non-
employee directors in fiscal year 1999. All directors, including directors who
are Tritel employees, will be reimbursed for out-of-pocket expenses in
connection with attendance at meetings.

Employment Agreements

 William M. Mounger, II

   Upon consummation of the merger, Holding Company and Mr. Mounger will enter
into a one-year employment agreement which provides that Mr. Mounger will serve
as Chairman of the Board of Directors of Holding Company. The agreement
terminates and replaces the employment agreement entered into by Mr. Mounger
and Tritel on January 7, 1999. By the terms of the new employment agreement,
Mr. Mounger will receive a base annual salary of not less than $250,000, with a
minimum annual increase of $25,000. Mr. Mounger will be entitled to an annual
bonus equal to the greater of:

  .  50% of his base annual salary; or

  .  the amount of annual bonus paid to Gerald Vento for that year.

   Mr. Mounger's employment under his employment agreement may be terminated:

  .  voluntarily by Mr. Mounger at his sole discretion, upon two weeks notice
     to Holding Company;

  .  on Mr. Mounger's death;

  .  by Holding Company on Mr. Mounger's "disability," as defined in the
     agreement; or

  .  by Holding Company, with or without cause, upon two weeks notice to Mr.
     Mounger.

   If Holding Company terminates Mr. Mounger for any reason, or if he
voluntarily quits, Holding Company will pay him:

  .  any earned but unpaid base salary;

  .  any amounts vested or which Mr. Mounger would otherwise be entitled to
     under any plan or contract with Holding Company;


                                      191
<PAGE>

  .  a base salary, at normal payroll intervals, in an amount equal to the
     salary Mr. Mounger would have been entitled to receive had his
     employment not been terminated, for the period beginning on the date of
     termination and ending on January 7, 2004; and

  .  an annual bonus through January 7, 2004, excluding 2004.

   Upon termination of the employment agreement, the shares of Holding Company
class E common stock then held by Mr. Mounger will be purchased by:

  .  Mr. Vento and Mr. Sullivan; or

  .  any other person Holding Company designates to purchase the shares.

   The price of the shares will be the average price of Holding Company's class
A voting common stock, as quoted on the Nasdaq National Market or other
securities exchange for the 20 trading days immediately preceding the
termination of the employment agreement.

   Any restricted shares of Holding Company class A voting common stock or
class E common stock that were subject to vesting and repurchase provisions set
forth in the employment agreement between Mr. Mounger and Tritel will become
fully vested on the date that the merger becomes effective, provided that Mr.
Mounger remains in continuous employ of Holding Company or any of its
subsidiaries until that date.

   The employment agreement contains a 6 month non-competition clause, and
requires that Mr. Mounger not disclose trade secrets learned during his
employment.

 E.B. Martin, Jr.

   Subject to completion of the merger, Holding Company and Mr. Martin will
enter into a one-year employment agreement which provides that Mr. Martin will
serve as Vice Chairman of the Board of Directors of Holding Company. The
agreement terminates and replaces the employment agreement entered into by Mr.
Martin and Tritel on January 7, 1999. By the terms of the employment agreement,
Mr. Martin will receive a base annual salary of not less than $250,000, with a
minimum annual increase of $25,000. Mr. Martin will be entitled to an annual
bonus equal to the greater of:

  .  50% of his base annual salary; or

  .  the amount of annual bonus paid to Thomas Sullivan for that year.

   Mr. Martin's employment under his employment agreement may be terminated:

  .  voluntarily by Mr. Martin at his sole discretion, upon two weeks notice
     to Holding Company;

  .  on Mr. Martin's death;

  .  by Holding Company on Mr. Martin's "disability," as defined in the
     agreement; or

  .  by Holding Company, with or without cause, upon two weeks notice to Mr.
     Martin.

   If Holding Company terminates Mr. Martin for any reason, or if he
voluntarily quits, Holding Company will pay him:

  .  any earned but unpaid base salary;

  .  any amounts vested or which Mr. Martin is entitled to under any plan or
     contract with Holding Company;

  .  a base salary, at normal payroll intervals, in an amount equal to the
     base salary Mr. Martin would have been entitled to receive had his
     employment not been terminated, for the period beginning on the date of
     termination and ending January 7, 2004; and

  .  an annual bonus through January 7, 2004, excluding 2004.


                                      192
<PAGE>

   Upon termination of the employment agreement, the shares of Holding Company
class E common stock then held by Mr. Martin will be purchased by:

  .  Mr. Vento and Mr. Sullivan; or

  .  any other person the Holding Company designates to purchase the shares.

   The price of the shares will be the average price of Holding Company's class
A voting common stock, as quoted on the Nasdaq National Market or other
securities exchange for the 20 trading days immediately preceding the
termination of the employment agreement.

   Any restricted shares of Holding Company class A voting common stock or
class E common stock that were subject to vesting and repurchase provisions set
forth in the employment agreement between Mr. Martin and Tritel will become
fully vested on the date that the merger becomes effective, provided that Mr.
Martin remains in continuous employ of Holding Company or any of its
subsidiaries until that date.

   The employment agreement contains a six month non-competition clause, and
requires that Mr. Martin not disclose trade secrets learned during his
employment.

   William S. Arnett. In addition to Mr. Mounger's and Mr. Martin's employment
agreements, the merger agreement permits amendments to the employment agreement
between Tritel and William Arnett, President and Chief Operating Officer of
Tritel, Inc. In accordance with the merger agreement, Tritel has modified
Mr. Arnett's employment agreement to fully vest all restricted stock awards at
the effective time of the merger and to make other related changes, including
amendment of the provisions relating to the payment of the exercise price.

   1999 Stock Option Plan. Tritel's 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 Tritel's common stock, referred to as "Awards." The stock
option plan provides for the grant of awards to Tritel's qualified officers,
employee directors and other key employees of, and consultants to, Tritel and
its subsidiaries, provided, however that incentive stock options may only be
granted to employees. As of March 31, 2000, 6,732,668 shares had been issued or
were subject to currently outstanding option rights. The share totals and
limitations described in this section are subject to adjustment in the event of
changes in Tritel's capitalization. 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 Tritel's stock,
the term of those stock options will be for no more than five years. Generally,
after the effectiveness of the registration statement covering Tritel's class A
voting common stock, no participant may be granted stock options or stock
appreciation rights covering more than 500,000 shares of common stock under the
stock option plan during any two calendar year period. A similar limitation
applies for deferred shares. 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 currently
determined by the board of directors. The stock option plan generally will be
administered by the compensation committee of the board.

   The exercise price of incentive stock options granted under the stock option
plan generally 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 minimum exercise price of non-qualified stock
options granted under the plan is the lesser of 75% of the then fair market
value of Tritel's common stock on the date of grant or $23.61 per share. The

                                      193
<PAGE>

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 Tritel, 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 Tritel's best interest.

   To the extent that a participant recognizes ordinary income in the
circumstances described above, Tritel will be entitled to a corresponding
deduction provided that, among other things, (1) the income meets the test of
reasonableness, is an ordinary and necessary business expense and is not an
"excess parachute payment" within the meaning of Section 280G of the Internal
Revenue Code and is not disallowed by the $1.0 million limitation on certain
executive compensation, and (2) any applicable reporting obligations are
satisfied.

   1999 stock option plan for Non-employee Directors. Tritel's 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 Tritel's common stock to non-employee directors of Tritel. On
December 3, 1999, the Tritel 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. 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 Tritel 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.

Joint Venture Agreements With AT&T Wireless

   On May 20, 1998, Airwave Communications, Digital PCS, AT&T Wireless, TWR
Cellular, Inc., certain initial investors other than AT&T Wireless, certain
members of management and Tritel entered into a 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 licensed areas to Tritel in exchange for shares of Tritel's series A
preferred stock and series D preferred stock; (2) Airwave

                                      194
<PAGE>

Communications and Digital PCS assigned to Tritel their contributed licensed
areas 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 licensed
areas; and (3) the initial investors other than AT&T Wireless purchased shares
of the series C preferred stock.

   The AT&T contributed licensed areas are comprised of licenses providing for
the right to use 20 MHz of authorized frequencies in geographic areas that
cover approximately 9.1 million people in licensed areas, 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 licensed areas, subject to the exclusivity provisions of the
stockholders' agreement and the network membership 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 Tritel's debt or equity
securities, provide or arrange for debt or equity financing for Tritel or
provide services to or otherwise assist Tritel in connection with the conduct
of Tritel's 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 Tritel.

 AT&T Wireless Network Membership License Agreement

   As part of Tritel's strategic alliance with AT&T Wireless, Tritel has
entered into the AT&T network membership license agreement with AT&T and its
affiliates, including AT&T Wireless. Under the network membership license
agreement, Tritel has 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 Tritel's brands or marks, in Tritel's markets in the marketing of
Tritel's 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 Tritel's PCS licenses. AT&T has retained
the unimpaired right to use the AT&T licensed marks in Tritel's 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 Tritel's markets a right or license to use the AT&T licensed marks,
except to a person that is a reseller of Tritel's services, a person acting as
Tritel's 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 Tritel's markets. Tritel is not permitted to assign, sub-license or
transfer any of Tritel's rights, obligations or benefits under the network
membership license agreement.

   In an effort to ensure that Tritel's service meets AT&T's high quality
standards, Tritel has agreed to abide by certain quality standards set forth in
the network membership license agreement and to permit AT&T to conduct
inspections of Tritel's facilities from time to time.

   The network membership license agreement is for an initial term of five
years. The network membership 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.


                                      195
<PAGE>

   AT&T is permitted to terminate the network membership license agreement if
Tritel:

  .  uses the AT&T licensed marks other than as provided in the network
     membership license agreement;

  .  uses 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;

  .  refuses or neglects a request by AT&T Wireless for access to Tritel's
     facilities or marketing materials for a period of more than five
     business days after the receipt of notice thereof;

  .  experiences a change of control;

  .  becomes bankrupt;

  .  fails to maintain Tritel's rights to hold Federal Communications
     Commission licenses with respect to Tritel's markets representing 5% or
     more of the people in Tritel's licensed areas, unless the failure is the
     result of AT&T's actions or inactions;

  .  licenses, assigns, transfers, disposes of or relinquishes any of the
     rights granted to Tritel in, and other than as permitted by, the network
     membership license agreement;

  .  fails to obtain permission from AT&T 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;

  .  fails to maintain any and all confidential information furnished to
     Tritel in the strictest confidence; or

  .  commits 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 Tritel that AT&T has entered into a letter of intent or binding
agreement to engage in a Disqualifying Transaction, AT&T may terminate the
network membership license agreement with Tritel by providing notice to Tritel.
However, no such termination may occur during the initial term. If Tritel has
not exercised its right to convert all of AT&T's series A and series D
preferred stock into series B preferred stock, the termination only applies to
that portion of its markets that overlap the markets in which a party to such
Disqualifying Transaction owns a Federal Communications Commission license to
provide commercial mobile radio service (the "Overlap Markets"). Upon a
termination of the network membership license agreement, Tritel must cease
using the AT&T licensed marks within 90 days.

   The network membership 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 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, and

  (c) owns Federal Communications Commission Licenses to offer, and does
      offer, mobile wireless telecommunications services, except certain
      specified services, serving more than 25% of the people within Tritel's
      licensed territory, with respect to which AT&T Wireless has given
      notice to Tritel 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.


                                      196
<PAGE>

 Roaming Agreement

   Tritel and AT&T Wireless, along with Tritel's 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 others wireless
network when a subscriber travels into a geographic area that the other party
services.

   The Roaming Agreement states that Tritel and AT&T Wireless will provide
automatic call delivery to the other party's customers who roam into Tritel's
geographic area. To facilitate this service, each party has agreed to
continuously provide 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 Federal Communications Commission 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.

 Roaming Administration Service Agreement

   AT&T Wireless and Tritel have also entered into a roaming administration
service agreement to allow Tritel 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 Tritel's facilities in accordance with the applicable
intercarrier roaming services agreements and to make available to Tritel 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 Tritel's 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 has been extended and will
     expire on March 31, 2003, with respect to settlement services and call
     validation services;

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


                                      197
<PAGE>

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

  .  by 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.

 Long Distance Agreement

   AT&T Wireless and Tritel have entered into a long distance agreement which
provides that Tritel 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 Tritel's continuing affiliation with AT&T Wireless, and will be resold to
Tritel's customers. Under the long distance agreement, Tritel must meet a
yearly minimum traffic volume commitment which is to be negotiated with AT&T
Wireless. If Tritel does not meet the minimum traffic volume commitment then
Tritel 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, Tritel 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 Tritel's subsidiaries to enter into agreements and to
conduct its operations, and direction that certain PCS licenses be transferred
to Tritel's subsidiaries by AT&T Wireless, Airwave Communications, Digital PCS
and Central Alabama Partnership.

 Resale Agreement

   AT&T Wireless and Tritel 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 Tritel's licenses,
each, referred to as a reseller, to purchase access to and usage of Tritel's
wireless telecommunications services for resale to its subscribers. Tritel has
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.

   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 Tritel may terminate the resale
agreement after any of the following events occur and continue unremedied for
some time period:

  .  certain bankruptcy events of Tritel or the reseller;

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

  .  the failure by the reseller or Tritel to perform or observe any other
     material term, condition, or covenant to be performed by it under the
     resale agreement;

                                      198
<PAGE>

  .  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 Tritel
     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, Tritel will have no further obligation to provide the
reseller access to and usage of its PCS services.

Certain Relationships and Related Transactions

   Transfer of Licenses to Tritel.  As part of the joint venture transactions,
Tritel 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 people in Alabama, and $31.9
million of government financing, to Tritel in exchange for $14.4 million of
series C preferred stock. Digital PCS transferred certain of its E- and F-Block
licenses, comprising areas containing 4.1 million people in Alabama and
Mississippi, and $9.5 million of government financing, to Tritel, in exchange
for $3.8 million of series C preferred stock. Of the 4.1 million people in the
area transferred by Digital PCS, 1.7 million overlap with those contributed by
AT&T Wireless Services.

   Option to Purchase Licenses in Georgia and Florida; Ownership of the
Remaining Affiliate Licenses.  Digital PCS, one of Tritel's predecessors, holds
licenses covering 2.0 million people in Florida and southern Georgia. These
markets include the cities of Pensacola, Tallahassee and Panama City, Florida.
As part of Tritel's formation, the company received from Digital PCS an option
to purchase these licenses for approximately 1.3 million shares of Tritel's
class A voting common stock (reflecting the conversion of Tritel's series C
preferred stock and the stock split of Tritel's class A voting common stock in
December 1999) and Tritel's assumption of approximately $11.8 million of
Federal Communications Commission debt. In May 1999, Tritel exercised this
option, and on March 29, 2000, the Federal Communications Commission approved
the transfer of these licenses to Tritel. It is expected that these licenses
will be transferred to Tritel shortly after the date of this joint proxy
statement-prospectus.

   Tritel has committed to sell to Panther Wireless, LLC these licenses for the
assumption of all outstanding Federal Communications Commission debt on these
licenses and cash in an amount equal to 110% of the sum of (a) the amount
payable to the Federal Communications Commission in respect of these licenses
minus the amount of Federal Communications Commission debt assumed, plus (b)
the aggregate amount of interest paid on the Federal Communications Commission
debt by Tritel and Digital PCS. Panther Wireless is owned by Messrs. Vento,
Sullivan and Anderson. Mr. Vento and Mr. Sullivan are both officers and
directors of TeleCorp and Mr. Anderson is a director of both TeleCorp and
Tritel.

   Loans to Predecessors. On January 7, 1999, Tritel entered into a secured
promissory note agreement under which it 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' and Digital PCS's ownership interest in Tritel and certain
equity securities of TeleCorp. Any proceeds from the sale of licenses by
Airwave Communications and Digital PCS, net of the Federal Communications
Commission 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

                                      199
<PAGE>

through a reduction of Airwave Communications' and Digital PCS's interest in
Tritel based on a valuation of Tritel's stock at that time.

   Management Agreement. Tritel has entered into a management agreement with
Tritel Management, LLC, a Mississippi limited liability company, which is
wholly owned by Messrs. Martin and Mounger. Pursuant to the management
agreement, Tritel Management is to be responsible for the design, construction
and operation of Tritel's network, all subject to Tritel's oversight, review
and ultimate control and approval. Tritel 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 Tritel's behalf. The term of the management
agreement is five years, subject to termination upon the occurrence of certain
events described in the management agreement. The parties have agreed to
terminate the management agreement upon the consummation of the merger.

   Relationship with Mercury Communications. Mercury Communications is wholly
owned by Messrs. Martin and Mounger. During April 1997, Tritel 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, 1998 and
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. Tritel has entered into various leases to co-locate its equipment
on certain towers owned by the City of Jackson and managed by Mercury Wireless
Management. These leases were negotiated on an arm's length basis and
incorporate terms substantially identical to those offered by the City of
Jackson to unrelated third-party carriers.

   Relationship with Wireless Facilities, Inc. Tritel received site acquisition
and microwave relocation services and is receiving network monitoring services
from Wireless Facilities, Inc. Scott I. Anderson, who is a director of Tritel,
is also a director of Wireless Facilities.

   Relationship with AT&T Wireless Services. Tritel has entered into joint
venture agreements with AT&T Wireless Services and its affiliates, including
the securities purchase agreement, the closing agreement related thereto, the
stockholders' agreement, the network membership license agreement, the roaming
agreement, the resale agreement, the roaming administration agreement and the
long distance agreement. AT&T Wireless Services holds class A voting common
stock, class B common stock, class D common stock, series A preferred stock and
series D preferred stock and has nominated two directors to Tritel's board of
directors, Ann K. Hall and H. Lee Maschmann.

   Relationship with TeleCorp and Triton. Tritel has common stockholders with
TeleCorp and Triton and may be deemed an affiliate by virtue of this common
ownership. Scott I. Anderson, one of Tritel's directors, serves as a director
of TeleCorp. Mr. Anderson also serves as a director of Triton. Tritel has
entered into an agreement with TeleCorp and Triton to adopt a common brand
name, SunCom, that is co-branded with the AT&T brand name, giving equal
emphasis to each.

   Relationship with ABC. Tritel has made a loan of $7.5 million to ABC for the
purpose of bidding on licenses in the Federal Communications Commission's
auction of C-Block PCS licenses. The members of ABC Wireless are Mr. Anderson,
a director of Tritel, and Gerald T. Vento and Thomas H. Sullivan, directors and
executive officers of TeleCorp.

   Relationship with Flying A Towers. Tritel has leased several communication
towers from Flying A Towers. Mr. Arnett is President of Flying A Towers.

   Relationship with Initial Investors other than AT&T Wireless. Tritel and
certain initial investors other than AT&T Wireless have entered into an
investors stockholders' agreement to provide for certain rights with

                                      200
<PAGE>

respect to the management of Tritel, and to provide for certain restrictions
with respect to the sale, transfer or other disposition of Tritel's 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 initial investors other than AT&T Wireless will vote all of their shares to
cause the election of three individuals to be designated as a director by
Conseco and Dresdner. The directors designated by Conseco and Dresdner are
Andrew Hubregsen, Alexander P. Coleman and Gary S. Fuqua, respectively. In the
event that the right of the initial investors other than AT&T Wireless to
nominate directors is reduced to one director, then that right will be
exercisable by initial investors other than AT&T Wireless owning two-thirds of
the outstanding shares of common stock held by all initial investors other than
AT&T Wireless.

   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, referred to as a Transfer, any share of its 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 Tritel's
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 initial
investors other than AT&T Wireless, 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 initial investors other than AT&T Wireless
to participate in a sale of certain Tritel capital stock by other selling
initial investors other than AT&T Wireless, 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 Tritel capital stock
may compel other non-selling initial investors other than AT&T Wireless to
participate in the proposed sale.

                                      201
<PAGE>

Selected Historical Financial Information

   The selected historical balance sheet data of Tritel presented below as of
December 31, 1998 and 1999 and the selected statements of operations data for
each of the three years in the period ended December 31, 1999, has been derived
from audited consolidated financial statements included elsewhere in this joint
proxy statement-prospectus. The selected historical balance sheet data
presented below as of December 31, 1995, 1996 and 1997 and the selected
statements of operations data for the years ended December 31, 1995 and 1996
has been derived from audited consolidated financial statements not included
elsewhere in this joint proxy statement-prospectus. The selected historical
balance sheet data presented below as of March 31, 2000 and the selected
statement of operations data for the three months ended March 31, 1999 and 2000
has been derived from unaudited consolidated financial statements included
elsewhere in this joint proxy statement-prospectus. You should read this
information together with the financial statements and related notes included
elsewhere in this joint proxy statement-prospectus.

<TABLE>
<CAPTION>
                                                                            Three Months
                                                                                Ended
                              For the years ended December 31,                March 31,
                          --------------------------------------------  ----------------------
                          1995    1996     1997      1998      1999       1999        2000
                          -----  -------  -------  --------  ---------  ---------  -----------
                                    ($ in thousands, except per share amounts)
<S>                       <C>    <C>      <C>      <C>       <C>        <C>        <C>
Statements of Operations
 Data:
Revenues................  $ --   $   --   $   --   $    --   $   6,759  $     --   $    15,499
                          -----  -------  -------  --------  ---------  ---------  -----------
Operating expenses:
  Costs of services and
   equipment............    --       --       --        --       6,966        --        13,703
  Technical operations..    --         4      104     1,939     18,459      1,956       10,192
  Sales, general and
   administrative.......    121    1,486    3,151     5,399     43,319      3,906       21,467
  Stock-based
   compensation.........    --       --       --        --     190,664        --       108,297
  Depreciation and
   amortization.........    --         2       20       348     12,839      1,609       10,551
                          -----  -------  -------  --------  ---------  ---------  -----------
  Total operating
   expense..............    121    1,492    3,275     7,686    272,247      7,471      164,210
                          -----  -------  -------  --------  ---------  ---------  -----------
  Operating loss........   (121)  (1,492)  (3,275)   (7,686)  (265,488)    (7,471)    (148,711)
Interest income.........      1       31      121        77     16,791      1,127        8,669
Interest expense and
 financing cost.........    --       --       --       (722)   (27,200)    (2,230)     (14,360)
                          -----  -------  -------  --------  ---------  ---------  -----------
Loss before
 extraordinary item and
 income taxes...........   (120)  (1,461)  (3,154)   (8,331)  (275,897)    (8,574)    (154,402)
Income tax benefit......    --       --       --        --      28,443      2,327          506
                          -----  -------  -------  --------  ---------  ---------  -----------
Loss before
 extraordinary item.....   (120)  (1,461)  (3,154)   (8,331)  (247,454)    (6,247)    (153,896)
Extraordinary item--loss
 on return of spectrum..    --       --       --     (2,414)       --         --           --
                          -----  -------  -------  --------  ---------  ---------  -----------
Net loss................   (120)  (1,461)  (3,154)  (10,745)  (247,454)    (6,247)    (153,896)
Accrual of dividends on
 series A redeemable
 preferred stock........    --       --       --        --      (8,918)    (2,087)      (2,267)
                          -----  -------  -------  --------  ---------  ---------  -----------
Net loss available to
 common shareholders....  $(120) $(1,461) $(3,154) $(10,745) $(256,372) $  (8,334) $  (156,163)
                          =====  =======  =======  ========  =========  =========  ===========
Basic and diluted net
 loss per common share..                                     $  (33.25) $   (2.80) $     (1.32)
                                                             =========  =========  ===========
Weighted average common
 shares outstanding(1)..                                     7,710,649  2,985,177  118,136,289
                                                             =========  =========  ===========
</TABLE>
--------
(1) Per share information is not included for periods prior to 1999 because
    Tritel's predecessor companies were limited liability companies with
    different capital structures.

                                      202
<PAGE>

<TABLE>
<CAPTION>
                                           As of December 31,
                          ------------------------------------------------------
                                                                      March 31,
                           1995   1996     1997    1998       1999       2000
                          ------ ------- -------- -------  ---------- ----------
                                    (dollars in thousands)
<S>                       <C>    <C>     <C>      <C>      <C>        <C>
Balance Sheet Data:
Cash and cash
 equivalents............  $  400 $    32 $  1,763 $   846  $  609,269 $  482,459
Other current assets....   4,501   5,000      285     960      21,295     33,306
Property and equipment,
 net....................     --       10       13  13,816     262,343    292,215
Federal Communications
 Commission licensing
 costs..................      40  62,503   99,425  71,466     201,946    203,107
Intangible assets, net..       3     186    1,027     --       59,508     58,077
Other assets............     --      --       --    1,933      42,001     40,710
                          ------ ------- -------- -------  ---------- ----------
Total assets............  $4,944 $67,731 $102,513 $89,021  $1,196,362 $1,109,874
                          ====== ======= ======== =======  ========== ==========
Total current
 liabilities............  $3,425 $ 8,553 $  8,425 $32,911  $  114,247 $   65,078
Long-term debt..........     --   53,504   77,200  51,599     557,716    564,483
Other non-current
 liabilities............     --      --     8,126   6,494      37,367     38,891
Total series A
 redeemable preferred
 stock..................     --      --       --      --       99,586    101,853
Total stockholders'
 equity (deficit).......   1,519   5,674    8,762  (1,983)    387,446    339,569
                          ------ ------- -------- -------  ---------- ----------
Total liabilities and
 stockholders' equity...  $4,944 $67,731 $102,513 $89,021  $1,196,362 $1,109,874
                          ====== ======= ======== =======  ========== ==========
</TABLE>

Tritel Management's Discussion and Analysis of Financial Conditions and Results
of Operations

   You should read the following discussion in conjunction with (1) our
accompanying unaudited consolidated financial statements and notes thereto and
(2) our audited consolidated financial statements, notes thereto and
management's discussion and analysis of financial condition and results of
operations as of and for the year ended December 31, 1999 included in our
annual report on Form 10-K for such period. Management's Discussion and
Analysis of Financial Condition and Results of Operations contains forward-
looking statements that are based on current expectations, estimates, and
projections. These forward-looking statements reflect management's good-faith
evaluation of information currently available. However, because these
statements are based upon, and therefore can be influenced by, a number of
external variables over which management has no, or incomplete, control, they
are not, and should not be read as being guarantees of future performance or of
actual future results; nor will they necessarily prove to be accurate
indications of the times at or by which any performance or result will be
achieved. Accordingly, actual outcomes and results may differ materially from
those expressed in these forward-looking statements.

   The following discussion and analysis of Tritel's financial condition and
results of operations should be read in conjunction with its consolidated
financial statements and notes thereto, which are included in this joint proxy
statement-prospectus. See also "Statements Regarding Forward Looking
Statements."

 General

   Tritel is 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. Tritel was founded in April 1998 and began providing wireless
services in its Jackson, Mississippi market in September 1999 and in seven
other major markets by year end. In January 1999, Tritel entered into its
affiliation agreement with AT&T Wireless, Tritel's largest equity shareholder,
with 21.6% ownership of the company. Tritel has also joined with two other AT&T
Wireless affiliates to operate under a common regional brand name, SunCom.
Tritel provides its PCS services as a member of the AT&T Wireless network,
serving as the preferred roaming provider to AT&T Wireless's digital customers
in virtually all of Tritel's markets and co-branding its services with the AT&T
and SunCom brands and logos, giving equal emphasis to each.

                                      203
<PAGE>


   AT&T Wireless operates the largest digital wireless network in North
America. Its network consists of AT&T Wireless's existing digital and analog
systems, PCS systems being constructed by four joint venture partners,
including Tritel, and systems currently operated by third parties with which
AT&T Wireless has roaming agreements. In the aggregate, these systems covered
over 95% of the total people throughout the United States as of March 31, 2000.

   Tritel has incurred significant expenditures in conjunction with its
organization and financing, PCS license acquisitions, hiring key personnel and
the design and construction of its PCS network facilities. Tritel has commenced
commercial PCS services in nine of its ten largest markets. Tritel expects to
have commenced commercial PCS service in all of its 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 Tritel's site
acquisition program, zoning and microwave relocation activities, equipment
delivery schedules and local market and competitive considerations. Tritel
provided service to over 50% of the people in its license area at the end of
1999 and expects to be providing service to over 98% by the end of 2000.
Thereafter, Tritel will evaluate further coverage expansion on a market-by-
market basis.

   The extent to which Tritel is 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 Tritel's products and services.

 Revenues

   Tritel generates substantially all of its revenues from the following
sources:

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

   Equipment. Tritel sells wireless PCS handsets and accessories that are used
by its customers in connection with its wireless services.

   Roaming. Tritel charges monthly, non-recurring, per minute fees to other
wireless companies whose customers use its network facilities to place and
receive wireless services.

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

   A particular focus of Tritel's strategy is to reduce subscriber churn.
Industry data suggest that 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,
Tritel launches service in a new market only after it believes that
comprehensive and reliable coverage and service can be maintained in that
market. In addition, Tritel has designed its billing system to provide simple
and understandable options to its subscribers and to permit subscribers to
select a flexible billing cycle.

   Tritel also focuses 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.

                                      204
<PAGE>

 Cost of Services and Equipment

   Tritel's cost of services and equipment has consisted of, and it expects it
will continue to consist of, the following:

   Equipment. Tritel purchases personal communications handsets and accessories
from third party vendors to resell to its customers for use in connection with
Tritel's 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. Tritel does not manufacture any of this equipment.

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

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

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

   Clearinghouse Fees. Tritel pays fees to an independent clearinghouse for
processing its call data records and performing monthly intercarrier financial
settlements for all charges that Tritel pays to other wireless companies when
its customers use their network, and that other wireless companies pay to
Tritel when their customers use Tritel's network. These fees are based on the
number of transactions processed in a month.

 Operating Expenses

   Tritel's operating expenses have consisted of, and Tritel expects it will
continue to consist of, the following costs:

   Technical Operations. Tritel's technical operations expense includes
engineering operations and support, cell site lease expenses, 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.

   General and Administrative. Tritel's general and administrative expense
includes customer service, billing, information technology, finance,
accounting, human resources and legal services.

   Sales and Marketing. Tritel's sales and marketing expense includes salaries
and benefits, commissions, advertising and promotions, retail distribution,
sales training, and direct and indirect support.

   Stock Based Compensation. Tritel has issued a total of 12,362,380 shares of
its class A and class C common stock to members of its management, primarily in
connection with the formation of the joint venture with AT&T Wireless. These
shares are subject to vesting and are currently held in escrow. These shares
are also 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 Tritel valued at their fair
value. Based on the average closing price of Tritel's common stock for the last
ten trading days of 1999, Tritel recorded non-cash compensation expense of
approximately $190.7 million in the fourth quarter of 1999 relating to the
earned portion of the stock issued to management. Subsequent to year end, the
Tritel board of directors approved a plan to modify these awards to remove the
provision that requires management to surrender a portion of their shares
consistent with the conditions of the merger agreement. This modification,
which was completed during the second quarter of 2000, established the
measurement date upon which the value of the awards were fixed. Based on the

                                      205
<PAGE>


market price of Tritel's stock at the measurement date, Tritel will record
additional non-cash compensation expense related to these shares for the period
from 2000 to 2004 of approximately $112.0 million. In addition, Tritel will
record a maximum of $26.0 million in cash compensation expense during the
period from 2000 to 2004 to reimburse the participants for the tax consequences
of the modification of these awards.

   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 Tritel's markets.

   PCS license costs are amortized over 40 years beginning as PCS service is
commenced in each of Tritel's 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 Tritel's
cash and cash equivalents and restricted cash. Interest expense through
December 1999 consists of interest due on Tritel's senior credit facilities and
debt owed to the U.S. government related to Tritel's licenses as well as
discount accretion on the senior subordinated discount notes.

 Results of Operations

 Three-Month Periods Ended March 31, 1999 and March 31, 2000

   Revenues. Revenues for the quarter ended March 31, 2000 were $15.5 million.
We launched commercial service in Jackson and Vicksburg, Mississippi in
September 1999 and launched commercial service in seven other major markets
during the fourth quarter of 1999. We did not recognize any revenues during the
quarter ended March 31, 1999.

   As of March 31, 2000, we had approximately 63,800 subscribers throughout our
service area. Our ARPU including service and feature revenue as well as airtime
and incollect roaming, but excluding outcollect roaming, charges was $51 for
the first quarter of 2000 as compared to $45 in December 1999. We expect ARPU
to continue to increase as we target business customers, implement a national
accounts program, focus on value added features and provide incentives to our
sales force for selling higher priced rate plans.

   We anticipate strong growth in 2000 in revenue and subscribers as we
continue to expand our operations in our licensed areas. We expect to launch
substantially all of our remaining markets during 2000, including our Mobile,
Alabama market, which is expected to launch service in the second quarter of
2000. We began offering SunCom service in our Birmingham, Alabama market in
April 2000.

   We expect roaming revenues to increase during 2000 as we expand our coverage
areas as well as complete our first full year of operations in the markets that
became operational during 1999.

 Operating Expenses

   Cost of services and equipment was $13.7 million for the quarter ended March
31, 2000. We did not incur any cost of services and equipment for the three
months ended March 31, 1999. These costs are expected to increase in future
periods as subscribers are added to the system and usage of our system
increases.

   Technical operations expenses were $2.0 million and $10.2 million for the
three-months ended March 31, 1999 and 2000, respectively. These expenses
include primarily the cost of engineering and operating staff devoted to the
oversight of the design, implementation and monitoring of our network, cell
site lease expense, charges incurred to connect our network to other carriers
and construction site office expenses.

                                      206
<PAGE>


   We expect that the majority of our future technical operations 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 these costs to increase
in future periods as we expand our coverage areas and incur a full year of
operational expenses.

   General and administrative expenses increased from $2.9 million for the
first quarter of 1999 to $9.3 million for the first quarter of 2000. The
increase was due primarily to increased staffing in various departments,
including information technology, billing, customer care, accounting, human
resources and other administrative functions, incurred in preparation for
commercial launch of our network in 1999. We expect general and administrative
expenses to continue to increase during 2000 as we continue to launch
additional markets and provide customer support functions to a larger customer
base. Costs related to the merger with TeleCorp will be expensed as incurred.

   Sales and marketing expenses increased from $1.0 million for the first
quarter of 1999 to $12.1 million for the first quarter of 2000. The increase
was associated with the salary and benefits for sales and marketing personnel,
market deployment, including planning and leasing of sales offices and retail
store locations and advertising costs related to 1999 market launches. We
expect to incur significant selling and marketing costs during 2000 primarily
related to sales commissions, ongoing advertising and promotions in our
existing markets and promotional events and advertising incurred in connection
with market launches.

   Depreciation and amortization expenses were $1.6 million for the first
quarter of 1999 and $10.6 million for the first quarter of 2000. The increase
relates primarily to the depreciation of network system equipment placed into
service in the fourth quarter of 1999, as well as depreciation of computer
hardware, software, furniture, fixtures and office equipment. Depreciation and
amortization expenses are expected to increase as we complete the construction
of our network as well as recognize a full year of depreciation expense on our
network assets placed in service during 1999.

 Non-Operating Income and Expense

   Interest income was $1.1 million for the first quarter of 1999, as compared
to $8.7 million for the first quarter of 2000. This significant increase in
2000 as compared to 1999 was a result of our investment of advances under our
bank facility of $300.0 million, proceeds from the sale of senior subordinated
discount notes of approximately $200.2 million and proceeds from the sale of
common stock in our initial public offering of approximately $242.5 million.
Our short-term cash investments consist primarily of U.S. Government securities
and highly rated commercial paper with a dollar-weighted average maturity of 90
days or less.

   Financing costs were $2.2 million for the quarter ended March 31, 1999.
These costs were associated with the January 1999 conversion by Digital PCS of
debt due to an investor to equity in Airwave Communications.

   Interest expense was $14.4 million in the first quarter of 2000 and
consisted of interest incurred related to borrowing under our bank credit
facility and the Federal Communications Commission debt and discount accretion
on the senior subordinated discount notes issued in May 1999. Interest expense
is net of the amount capitalized for the purpose of completing the network
buildout. There was no interest expense for the first quarter of 1999 because
all interest costs were capitalized in connection with the construction of the
network.

   For the quarters ended March 31, 1999 and 2000, we recorded a deferred
income tax benefit of $2.3 million and $500,000, respectively. The valuation
allowance for the gross deferred tax asset at March 31, 2000 was $17.9 million.
No valuation allowance was considered necessary for the remaining gross
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.

                                      207
<PAGE>


 Years Ended December 31, 1998 and December 31, 1999

   Revenues. Revenues for the year ended December 31, 1999 were $6.8 million.
Tritel launched commercial service in Jackson, Mississippi in September 1999
and launched commercial service in seven other major markets during the fourth
quarter of 1999. Tritel had not previously recognized any revenues. Revenues
consist primarily of revenues derived from service to Tritel's customers,
roaming services provided to customers of other carriers, and the sale of
handsets and accessories.

   Tritel ended 1999 with approximately 24,600 subscribers in eight major
markets. Tritel's ARPU including service and feature revenue as well as airtime
and incollect roaming charges was $45 for the fourth quarter of 1999. Tritel
expects an increase in ARPU as it begins to target business customers,
implements a national accounts program, focuses on value added features and
provides incentives to its sales force for selling higher priced rate plans.

   Tritel anticipates strong growth in 2000 in revenue and subscribers as it
continues to expand its operations in its licensed areas. Tritel expects to
launch substantially all of its remaining markets during 2000. Tritel expects
to begin offering SunCom service in Mobile, Alabama, in the second quarter of
2000.

   Tritel expects roaming revenues to increase during 2000 as it expands its
coverage areas and completes its first full year of operations in the markets
that became operational during 1999.

 Operating Expenses

   Cost of services and equipment was $7.0 million for the year ended December
31, 1999. Cost of equipment includes primarily the cost of equipment sold to
customers, costs paid to other carriers for roaming services and wireline
access and long-distance costs from customer use on Tritel's system. These
costs are expected to increase in future periods as subscribers are added to
the system and usage of Tritel's system increases.

   Technical operations expenses were $104,000, $1.9 million and $18.5 million
for the years ended December 31, 1997, 1998, and 1999, respectively. These
expenses include primarily the cost of engineering and operating staff devoted
to the oversight of the design, implementation and monitoring of Tritel's
network, cell site lease expense, charges incurred to connect Tritel's network
to other carriers and construction site office expenses.

   Tritel expects that the majority of its future technical operations 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. Tritel expects these costs to
increase in future periods as it expands its coverage areas, adds additional
subscribers and incurs a full year of operational expenses.

   Tritel's general and administrative expense includes customer service,
billing, information technology, finance, accounting, human resources and legal
services. General and administrative expenses increased from $3.1 million in
1997, to $4.9 million in 1998 and $22.9 million in 1999. The increase was due
primarily to increased staffing in various departments, including information
technology, billing, customer care, accounting, human resources and other
administrative functions incurred in preparation for commercial launch of
Tritel's network in 1999, as well as costs related to Tritel's redefined
employment agreement with Jerry M. Sullivan, Jr. totaling $5.8 million recorded
in 1999.

   Effective September 1, 1999, Tritel and Mr. Sullivan entered into an
agreement to redefine Mr. Sullivan's relationship with Tritel. Mr. Sullivan
resigned as one of Tritel's officers and directors. Mr. Sullivan will retain
the title Executive Vice President through December 15, 2001; however, under
the agreement, he is not permitted to represent Tritel nor will he perform any
functions for Tritel. As part of the agreement, Mr. Sullivan

                                      208
<PAGE>

will also 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
class A voting common stock and has returned all other shares held by him,
including his voting preference common stock, to Tritel. Accordingly, Tritel
recorded $5.8 million in additional compensation expense for the year ended
December 31, 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.

   Tritel expects general and administrative expenses to increase during 2000
as it continues to launch additional markets and provide customer support
functions to a larger customer base.

   Tritel's 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
$28,000 in 1997 to $452,000 in 1998 and $20.4 million in 1999. The increase was
associated with the salary and benefits for sales and marketing personnel,
market deployment, including planning and leasing of sales offices and retail
store locations and advertising costs related to 1999 market launches. Tritel
expects to incur significant selling and marketing costs during 2000 primarily
related to sales commissions, ongoing advertising and promotions in its
existing markets and promotional events and advertising incurred in connection
with market launches.

   Depreciation and amortization expenses were $20,000 in 1997 compared to
$348,000 in 1998 and $12.8 million in 1999. The 1999 expenses related primarily
to the depreciation of network system equipment placed into service in 1999 and
the amortization of Tritel's roaming and license agreements with AT&T Wireless,
as well as depreciation of computer hardware, software, furniture, fixtures,
and office equipment. Depreciation and amortization expenses are expected to
increase during 2000 as Tritel completes the construction of its network and
recognizes a full year of depreciation expense on its network assets placed in
service during 1999.

 Non-Operating Income and Expense

   Interest income was $121,000 in 1997, $77,000 in 1998 and $16.8 million in
1999. This significant increase in 1999, as compared to 1998, was a result of
Tritel's investment of the cash received from equity investors of $163.4
million, advances under its bank facility of $300.0 million, proceeds from the
sale of senior subordinated discount notes of approximately $200.2 million and
proceeds from the sale of common stock in Tritel's initial public offering of
approximately $242.5 million. Tritel's short-term cash investments consist
primarily of U.S. Government securities and highly rated commercial paper with
a dollar-weighted average maturity of 90 days or less.

   Financing costs were $2.2 million for the year ended December 31, 1999.
These costs were associated with the January 1999 conversion by Digital PCS of
debt due to an investor to equity in Airwave Communications.

   Interest expense was $722,000 in 1998 and $25.0 million in 1999 and
consisted of interest incurred related to borrowing under Tritel's bank credit
facility and the Federal Communications Commission debt and discount accretion
on the senior subordinated discount notes issued in May 1999. Interest expense
is net of the amount capitalized for the purpose of completing the network
buildout.

   For the year ended December 31, 1999, Tritel recorded a deferred income tax
benefit of $28.4 million. The valuation allowance for the gross deferred tax
asset at December 31, 1999 was $1.0 million. No valuation allowance was
considered necessary for the remaining gross deferred tax asset, principally
due to the existence of a deferred tax liability that 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.

   During June 1998, Tritel took advantage of a reconsideration order by the
Federal Communications Commission allowing companies holding C-Block PCS
licenses several options to restructure their license

                                      209
<PAGE>


holdings and associated obligations. Tritel 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, Tritel 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 Federal Communications Commission by $33.0
million. Because of the disaggregation election, Tritel recognized an
extraordinary loss in 1998 of approximately $2.4 million.

 Liquidity and Capital Resources

   The buildout of Tritel's network and the marketing and distribution of its
products and services will require substantial capital. Tritel currently
estimates that its capital requirements for the period from inception through
the end of 2001, assuming substantial completion of its network buildout, will
total approximately $1.4 billion. Tritel estimates those capital requirements
will be met as follows:

<TABLE>
<CAPTION>
                                                                       (dollars
                                                                          in
                                                                      thousands)
                                                                      ----------
<S>                                                                   <C>
Bank facility........................................................  $  550.0
Senior subordinated discount notes...................................     200.2
Government financing.................................................      47.5
Net proceeds from public offering of stock...........................     242.5
Cash equity..........................................................     163.4
Non-cash equity......................................................     157.9
                                                                       --------
  Total estimated capital requirements...............................  $1,361.5
                                                                       ========
</TABLE>

   On January 7, 1999, Tritel 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. Tritel
estimates that the $550 million bank facility will be drawn through the end of
2001 for capital requirements. The terms of the bank facility will permit
Tritel, 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 March 31, 2000, Tritel could
have borrowed up to a total of approximately $550 million pursuant to the terms
of the bank facility. See "The Merger--Effect of the Merger on Outstanding
TeleCorp and Tritel Credit Facilities".

   On May 11, 1999, Tritel 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 amount at maturity for proceeds of
$200.2 million. No interest will be paid on the notes prior to May 15, 2004.
Tritel will recognize interest expense for discount accretion during this
period. Thereafter, the notes will bear interest at the stated rate. The notes
mature on May 15, 2009.

   Tritel's predecessor companies received preferential financing from the U.S.
Government for the C and F-Block licenses, which they contributed to Tritel in
exchange for series C preferred stock. As a result, Tritel is obligated to pay
$47.5 million to the U.S. Government under the terms of 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.

                                      210
<PAGE>

   In connection with the consummation of its affiliation with AT&T Wireless,
Tritel received equity from institutional investors in the aggregate amount of
$149.2 million in return for the issuance of series C preferred stock.
Additionally, on January 7, 1999, in exchange for the issuance of series C
preferred stock, Tritel received $14.2 million of cash 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 it 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.

   In connection with the December 1999 initial public offering of Tritel, the
series C preferred stock converted to class A voting and class D common stock.

   As stated previously, Tritel currently estimates that its 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 its network buildout will total approximately $1.4 billion.
Tritel estimates those capital requirements will be applied as follows:

<TABLE>
<CAPTION>
                                                                     (dollars
                                                                        in
                                                                    thousands)
                                                                    ----------
<S>                                                                 <C>
Acquisition of PCS licenses and exclusivity, license and roaming
 agreements........................................................  $  192.9
Capital expenditures...............................................     706.6
Cash interest and fees.............................................     147.6
Working capital....................................................     314.4
                                                                     --------
  Total estimated use of capital...................................  $1,361.5
                                                                     ========
</TABLE>

   Tritel has funded $192.9 million in capital 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 primarily 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 $706.6 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, radio frequency engineering, cell
site acquisition and construction, and microwave relocation. The actual funds
required to build out Tritel's network may vary materially from these
estimates, and additional funds 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. Tritel has incurred approximately $295.2 million in
capital expenditures through March 31, 2000, including $34.9 million in the
first quarter of 2000.

   Tritel estimates that cash interest and fees through 2001 will total
approximately $147.6 million, including debt issuance costs related to the bank
credit facility and 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. Tritel incurred approximately $28.0 million and $9.7 million in cash
interest and fees during the year ended December 31, 1999, and the first
quarter of 2000, respectively.

                                      211
<PAGE>

   Tritel estimates that working capital requirements during the period from
inception through 2001 will total $314.4 million. This amount represents the
costs related to initiating, marketing, operating and managing its PCS network.

   Tritel believes that the proceeds from the initial public offering completed
in December 1999, together with the proceeds from its sale of senior
subordinated discount notes, the financing made available to Tritel by the
Federal Communications Commission, borrowings under its bank credit facility
and the equity investments it has received, will provide Tritel with sufficient
funds to build out its existing network as planned and fund operating losses
until it completes its planned network buildout and generates positive cash
flow.

   Tritel's ability to meet its capital requirements without additional
financing is subject to its ability to construct its network and obtain
customers in accordance with its plans and assumptions and a number of other
risks and uncertainties. The development of its network may not be completed as
projected and Tritel may not be able to generate positive cash flow. If any of
Tritel's projections are incorrect, Tritel may not be able to meet its
projected capital requirements. Tritel does not expect the merger to have any
material effect on its current plans related to network buildout.

   Digital PCS holds licenses covering 2.0 million people in Florida and
southern Georgia. These markets include the cities of Pensacola, Tallahassee
and Panama City, Florida. As part of Tritel's formation, the company received
from Digital PCS an option to purchase these licenses for approximately 1.3
million shares of Tritel's class A voting common stock (reflecting the
conversion of series C preferred stock and the stock split of Tritel's class A
voting common stock in December 1999) and Tritel's assumption of approximately
$11.8 million of Federal Communications Commission debt. In May 1999, Tritel
exercised this option, and on March 29, 2000, the Federal Communications
Commission approved the transfer of these licenses to Tritel. It is expected
that these licenses will be transferred to Tritel shortly after the date of
this joint proxy statement-prospectus. Tritel has committed to sell these
licenses to Panther Wireless LLC for the assumption of all outstanding Federal
Communications Commission debt on the licenses and cash in the amount equal to
110% of the sum of (a) the amount payable to the Federal Communications
Commission in respect of the licenses minus the amount of Federal
Communications Commission debt assumed plus (b) the aggregate amount of
interest paid on the Federal Communications Commission debt by Tritel and
Digital PCS. Panther Wireless LLC is owned by Messrs. Vento, Sullivan and
Anderson. Mr. Vento and Mr. Sullivan are both officers and directors of
TeleCorp and Mr. Anderson is a director of both TeleCorp and Tritel.

 Pending License Acquisition

   On March 23, 1999, the Federal Communications Commission commenced a re-
auction of the C-, D-, E- and F-Block licenses that had been returned to the
Federal Communications Commission under a Federal Communications Commission
restructuring order or that had been forfeited for noncompliance with Federal
Communications Commission rules or for default under the related Federal
Communications Commission financing. Before the re-auction, Tritel 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 Federal Communications
Commission 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 people, all of which
are already covered by Tritel's 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. Tritel's purchase of licenses
from ABC Wireless would be subject to, among other things, the consent of AT&T
Wireless and the Federal Communications Commission.

 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. Tritel
implemented a Year 2000

                                      212
<PAGE>

program to ensure that its computer systems and applications would function
properly after 1999. Tritel believes that it allocated adequate resources for
this purpose and successfully completed its Year 2000 compliance program on a
timely basis. Tritel did not incur material expenses or meaningful delays as a
result of the Year 2000 date change. To date, Tritel has experienced no
material adverse effects related to the Year 2000 computer issue.

 Recently Issued Accounting Standards

   In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities, referred to as 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. Tritel is 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, Tritel
will be required to adopt FAS 133 on January 1, 2001. Presently, Tritel has not
yet quantified the impact that the adoption will have on its consolidated
financial statements.

Quarterly Results of Operations

   The following table sets forth certain unaudited quarterly operating
information for each of the eight quarters ended March 31, 2000. This data has
been prepared on the same basis as the audited financial statements, and in
management's opinion, includes all adjustments, consisting only of normal
recurring adjustments, necessary for the fair presentation of the information
for the periods presented. Results for any previous fiscal quarter are not
necessarily indicative of results for the full year or for any future quarter.

Quarterly Financial Data (Unaudited)

<TABLE>
<CAPTION>
                                               For the Quarters Ended
                         --------------------------------------------------------------------------
                            June 30         September 30        December 31          March 31
                         ---------------  -----------------  ------------------  ------------------
                         1998     1999     1998      1999     1998      1999      1999      2000
                         -----  --------  -------  --------  -------  ---------  -------  ---------
                                    (dollars in thousands except per share data)
<S>                      <C>    <C>       <C>      <C>       <C>      <C>        <C>      <C>
Revenues................ $ --   $    --   $   --   $    179  $   --   $   6,580  $   --   $  15,499
Operating loss..........  (997)   (8,801)  (1,390)  (22,305)  (4,536)  (226,911)  (7,471)  (148,711)
Loss before
 extraordinary item.....  (990)  (10,027)  (1,398)  (10,482)  (5,200)  (218,698)  (6,247)  (153,896)
Net loss................  (990)  (10,027)  (3,812)  (10,482)  (5,200)  (218,698)  (6,247)  (153,896)
Net loss per common
 share..................        $  (3.30)          $  (3.45)          $   (9.20) $ (2.80) $   (1.32)
</TABLE>

Quantitative and Qualitative Disclosure About Market Risk

   Tritel is exposed to market risk from changes in interest rates which could
impact results of operations. Tritel manages interest rate risk through a
combination of fixed and variable rate debt. Tritel has entered into interest
rate swap agreements as a risk management tool, not for speculative purposes.
See Note 9 of Notes to Consolidated Financial Statements.

   At March 31, 2000 Tritel had $300 million of term A and term B notes under
its bank facility, which carried a rate of 10.29%; $372 million of the original
12.75% senior subordinated discount notes, due 2009;

                                      213
<PAGE>


$38.0 million of 7%, discounted to yield 10%, debt to the Federal
Communications Commission, due in quarterly installments from 2003 to 2006; and
$9.3 million of 6 1/8%, discounted to yield 10%, debt to the Federal
Communications Commission, due in quarterly installments from 2000 to 2008.

   Tritel's senior subordinated discount notes and Federal Communications
Commission debt are fixed interest rate and as a result Tritel is less
sensitive to market rate fluctuations. However, Tritel's term A and term B
notes outstanding and other amounts available to Tritel under its bank facility
agreement are variable interest rate. Beginning in May 1999, Tritel entered
into interest rate swap agreements with notional amounts totaling $200 million
to manage its interest rate risk under the bank facility. The swap agreements
establish 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 Tritel achieves operating cash flow breakeven. Market
risk, due to potential fluctuations in interest rates, is inherent in swap
agreements.

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

<TABLE>
<CAPTION>
                                        Expected Maturity
                               -----------------------------------------
                               2000  2001  2002  2003  2004   Thereafter Total
                               ----  ----  ----  ----  -----  ---------- ------
<S>                            <C>   <C>   <C>   <C>   <C>    <C>        <C>
 Face value of long-term fixed
  rate debt................... $0.7  $1.0  $1.1  $9.7  $10.4    $396.4   $419.3
 Average interest rate........  6.1%  6.1%  6.1%  6.9%   6.9%     12.4%     --
</TABLE>

   Collectively, at March 31, 2000, Tritel's fixed rate debt had a carrying
value of $265.4 million and a fair value of $285.6 million. The fair value of
Tritel's fixed rate debt has been estimated using an incremental borrowing rate
of 10.5% based on the market value of its senior subordinated discount notes.

   Tritel is also exposed to the impact of interest rate changes on its short-
term cash investments, consisting primarily of U.S. government securities and
highly rated commercial paper with a dollar weighted average maturity of 90
days or less. As with all investments, these short-term investments carry a
degree of interest rate risk.

   Tritel is not exposed to fluctuations in currency exchange rates since its
operations are entirely within the United States.

                                      214
<PAGE>

                             GOVERNMENT REGULATION

   TeleCorp and Tritel are subject to substantial regulation by the Federal
Communications Commission, state public utility commissions and, in some cases,
local authorities. TeleCorp's and Tritel's principal operations are classified
as commercial mobile radio service by the Federal Communications Commission,
subject to regulation under Title II of the Communications Act of 1934, as
amended by the Telecommunications Act of 1996, as a common carrier and subject
to regulation under Title III of the Communications Act as a radio licensee.
The states are preempted from regulating TeleCorp's and Tritel's entry into and
rates for commercial mobile radio service offerings, but remain free to
regulate other terms and conditions of their commercial mobile radio services
and to regulate other intrastate offerings by us. Congress and the states
regularly enact legislation, and the Federal Communications Commission, state
commissions and local authorities regularly conduct rulemaking and adjudicatory
proceedings that could have a material adverse effect on us. In addition,
government regulation may adversely affect TeleCorp's and Tritel's ability to
engage in, or rapidly complete, transactions and may require TeleCorp and
Tritel to expend additional resources in due diligence and filings related to
the Federal Communications Commission and other requirements, as compared to
unregulated entities.

Federal Communications Commission Common Carrier Regulation Under Title II

   Under Title II of the Communications Act, among other things, TeleCorp and
Tritel are:

  .  required to offer service upon reasonable request;

  .  prohibited from imposing unjust or unreasonable rates, terms or
     conditions of service;

  .  proscribed from unjustly or unreasonably discriminating among customers;

  .  required to reserve communications capacity for law enforcement
     surveillance operations and to make technical network changes to
     facilitate this surveillance;

  .  required to make its services and products accessible to, and usable by,
     Americans with disabilities, if readily achievable; and

  .  required to comply with limitations on its use of customer proprietary
     network information.

   Under the Telecommunications Act, TeleCorp and Tritel are entitled to
benefits when negotiating interconnection arrangements with other
communications carriers, such as resale rights, their customers being able to
keep their old numbers when switching to TeleCorp and Tritel and compensation
equal to that of other carriers, but TeleCorp and Tritel are subject to many of
those same requirements when other carriers seek to interconnect with their
networks. The Federal Communications Commission is still in the process of
implementing some of these benefits. While the rates of common carriers are
subject to the Federal Communications Commission's jurisdiction, the Federal
Communications Commission forbears from requiring commercial mobile radio
service carriers to file tariffs for their services. Common carriers, including
commercial mobile radio service providers, are also prohibited under the
Communications Act from unreasonably restricting the resale of their services
and are required to offer unrestricted resale.

Federal Communications Commission Radio License Regulation Under Title III

   Among other things, Title III of the Communications Act:

  .  does not permit licenses to be granted or held by entities that have
     been subject to the denial of federal benefits;

  .  requires TeleCorp and Tritel to seek prior approval from the Federal
     Communications Commission to transfer control of TeleCorp or Tritel or
     to assign TeleCorp's or Tritel's radio authorizations, including
     subdividing its radio airwaves or partitioning geographic license areas,
     except in very limited circumstances; and

  .  limits foreign ownership in radio licensees, including PCS providers.

                                      215
<PAGE>

Federal Communications Commission Commercial Mobile Radio Service Regulation

   The Federal Communications Commission rules and policies impose substantial
regulations on commercial mobile radio service providers. Among other
regulations, commercial mobile radio service providers such as TeleCorp and
Tritel:

  .  incur costs as a result of required contributions to federal programs;

  .  are prohibited from acquiring or holding an attributable interest in
     PCS, cellular or special mobile radio licenses with more than 45 MHz of
     airwaves in the same metropolitan area, and more than 55 MHz in rural
     markets, although these rules are currently subject to requests for
     modification;

  .  are required to provide at least manual roaming service to enable a
     customer of one provider to obtain service while roaming in another
     carrier's service area;

  .  are required to route emergency calls to public safety centers and
     provide the public safety centers under certain circumstances with
     information regarding the originating number and the general location of
     the caller;

  .  are required to comply with federal rules governing radio frequency
     transmissions in order to limit exposure, by both the general public and
     maintenance personnel, to potentially harmful radiation;

  .  will eventually be required to allow customers to retain their telephone
     numbers when changing service providers in some circumstances.

Federal Communications Commission Personal Communications Services Regulation

   TeleCorp and Tritel are subject to service-specific regulations under the
Federal Communications Commission's rules. Among other things, these
regulations provide that PCS licensees, such as TeleCorp and Tritel, be granted
licenses for a 10-year term, subject to renewal. Under these policies, TeleCorp
and Tritel will be granted a renewal expectancy that would preclude the Federal
Communications Commission from considering competing applications if TeleCorp
and Tritel have:

  .  provided "substantial" performance, that is, "sound, favorable and
     substantially above a level of mediocre service just minimally
     justifying renewal"; and

  .  substantially complied with the Federal Communications Commission rules
     and policies and the Communications Act.

   These regulations also govern the transmission characteristics of PCS
handsets and network equipment sites and other technical requirements. PCS
licensees are required to comply with limits intended to ensure that these
operations do not interfere with radio services in other markets or in other
portions of the airwaves and to ensure emissions from mobile transmitters do
not cause adverse health effects. TeleCorp and Tritel are also subject to
minimum construction requirements that will require TeleCorp and Tritel to
deploy facilities with service coverage of a particular amount of the
population of their licensed areas within specified time periods.

Relocation of Fixed Microwave Licensees

   Because PCS carriers use airwaves occupied by existing microwave licensees,
the Federal Communications Commission has adopted special regulations governing
the relocation of incumbent systems and cost-sharing among licensees that pay
to relocate microwave incumbents. Relocation usually requires a PCS operator to
compensate an incumbent for the costs of system modifications and new equipment
required to move the incumbent to new portions of the airwaves, including
possible premium costs for early relocation to alternate portions of the
airwaves. The transition plan allows most microwave users to operate in the PCS
portion of the airwaves for a one-year voluntary negotiation period and an
additional one-year mandatory negotiation period following the issuance of the
PCS license. These periods are longer for public safety entities. TeleCorp and
Tritel have entered into all necessary agreements for microwave relocation.
Under certain

                                      216
<PAGE>

circumstances relocated licensees may exercise their rights to move back to
their original sites in the event the new sites are inadequate.

Local Multipoint Distribution Service Regulation

   TeleCorp LMDS holds certain Local Multipoint Distribution Service, referred
to as "LMDS," licenses that are subject to service specific Federal
Communications Commission regulations. Like the PCS service specific
regulations, these regulations provide that LMDS licensees such as TeleCorp are
granted licenses for a 10-year term subject to renewal. Under these policies,
TeleCorp will be granted a renewal expectancy that would preclude the Federal
Communications Commission from considering competing applications if TeleCorp
has:

  .  provided "substantial" performance, that is, "sound, favorable and
     substantially above a level of mediocre service just minimally
     justifying renewal"; and

  .  substantially complied with Federal Communications Commission rules and
     policies and the Communication Act.

   These regulations also govern the transmission characteristics of LMDS
systems and other technical requirements. LMDS licensees are required to comply
with limits intended to ensure that these operations do not interfere with
radio services in other markets or in other portions of the airwaves and to
ensure emissions from transmitter do not cause adverse health effects. In
addition, depending upon how TeleCorp uses such licenses, TeleCorp may become
subject to additional federal or state regulations.

Federal Communications Commission and Federal Aviation Administration
Facilities Regulation

   Because TeleCorp and Tritel acquire and operate antenna sites for use in
their networks, they are subject to Federal Communications Commission and
Federal Aviation Administration regulations governing registration of towers,
the marking and lighting of structures and regulations governing compliance
with the National Environmental Policy Act of 1969, which requires carriers to
assess the impact of their operations on the environment, including the health
effects of radio airwave radiation on humans.

Federal Communications Commission Designated Entity Regulation

   Federal Communications Commission licenses are held by certain TeleCorp and
Tritel subsidiaries under the Federal Communications Commission's designated
entity policies. Under such policies, for a period of five years from initial
license grant, these licenses can only be held by a company that meets the
Federal Communications Commission's criteria for "entrepreneurial" status. In
addition, some of TeleCorp's and Tritel's licenses were awarded subject to
bidding credits because the original bidder met the criteria for "small
business" or "very small business" status. With respect to TeleCorp's and
Tritel's designated entity licenses, each of TeleCorp and Tritel:

  .  believes its subsidiaries met the relevant eligibility and benefits
     criteria at the time such licenses were granted;

  .  believes its subsidiaries continue to hold such licenses in compliance
     with the Federal Communications Commission's eligibility and benefits
     criteria; and

  .  intends to diligently maintain its subsidiaries' eligibility and
     benefits in compliance with applicable Federal Communications Commission
     rules.

   TeleCorp and Tritel rely on representations of their investors to determine
their subsidiaries' compliance with the Federal Communications Commission's
rules applicable to PCS licenses.

   Entrepreneurial Eligibility. Under the Federal Communications Commission's
designated entity rules for PCS, the C and F Blocks of PCS spectrum were set
aside by the Federal Communications Commission for

                                      217
<PAGE>

entrepreneurs. Only entrepreneurs were eligible to bid for these licenses and,
for a period of five years from the original grant, only entrepreneurs may hold
these licenses. Certain subsidiaries of TeleCorp and Tritel hold PCS licenses
as entrepreneurs, having won some licenses at auction and having acquired some
licenses from other entrepreneurs. To qualify as an entrepreneur, TeleCorp's
and Tritel's designated entity subsidiaries, their attributable investors, the
affiliates of TeleCorp's and Tritel's designated entity subsidiaries and the
affiliates of the attributable investors in TeleCorp's and Tritel's designated
entity subsidiaries must have had less than $500 million in net assets at the
time they acquired their initial licenses and average aggregate gross revenues
of less than $125 million for the two years prior to filing their applications
for these licenses. To the extent an entrepreneur grows beyond these limits as
a result of normal business growth, it will retain its eligibility to holds its
licenses and even may continue to acquire additional entrepreneurial licenses
from other entrepreneurs.

   Small Business and Very Small Business Status. Under the Federal
Communications Commission's designated entity policies, certain subsidiaries of
TeleCorp and Tritel received their licenses subject to bidding credits, and in
some cases, government financing, awarded because of their status as very small
businesses or small businesses. In order to qualify for bidding credits or
government financing, or to acquire licenses originally awarded with bidding
credits or government financing without being subject to penalty payments, the
Federal Communications Commission considers the aggregate average gross
revenues of the applicant, its attributable investors, the applicant's
affiliates, and the affiliates of the applicant's attributable investors for
the prior three years. If these average annual revenues are less than $40
million, the entity will be considered a small business. If these average
annual revenues are less than $15 million, the entity will be considered a very
small business. To the extent a small business or very small business grows
beyond these limits as a result of normal business growth, it will not lose its
bidding credits or governmental financing, but its status is not grandfathered
for other licenses it subsequently acquires. Each of TeleCorp Holding, TeleCorp
LMDS, Viper and a number of subsidiaries of Tritel C/F Holding Corp. qualified
as a very small business. AirCom PCS, Inc. also holds licenses as a small
business. TeleCorp Holding has also acquired licenses in the aftermarket as a
very small business. After 1999, however, TeleCorps's and Tritel's designated
entity subsidiaries will only qualify as small businesses for future
acquisitions.

   Control Group Requirements. For TeleCorp's and Tritel's designated entity
subsidiaries to avoid attribution of the revenues and assets of some of their
investors, TeleCorp's and Tritel's designated entity subsidiaries are required
to maintain a conforming control group and to limit the amount of equity held
by other entities on a fully-diluted basis. These requirements mandate that the
control group, among other things, have and maintain both actual and legal
control of the licensee. Under these control group requirements:

  .  an established group of investors meeting the financial qualifications
     must own at least three-fifths of the control group's equity, or 15% of
     the licensee's overall equity, on a fully-diluted basis and at least
     50.1% of the voting power, in the licensee entity; and

  .  additional members of the control group may hold up to two-fifths of the
     control group's equity, or up to a 10% equity interest on a fully-
     diluted basis, in the licensee entity.

   Additional members may be non-controlling institutional investors, including
most venture capital firms. A licensee must have met the requirements at the
time it filed its application to acquire these licenses and must continue to
meet the requirements for five years following the date that a license is
granted, although normal business growth is permitted. Beginning the fourth
year of the license term, the Federal Communications Commission rules:

  .  eliminate the requirement that the 10% equity interest be held by
     certain limited classes of investors; and

  .  allow the qualifying investors to reduce the minimum required equity
     interest from 15% to 10%.


                                      218
<PAGE>

 Federal Communications Commission Transfer Restrictions

   During the first five years of their license terms, designated entity PCS
licensees may only transfer or assign their license, in whole or in part, to
other qualified entrepreneurs. The acquiring entities would take over the
license, or any portion of the license, subject to separately established
installment payment obligations. After five years, licenses are transferable to
entrepreneurs and non-entrepreneurs alike, 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 the same level of auction
preferences as the transferor, the sale would be subject to immediate payment
of the outstanding balance of the government installment payment debt and
payment of any unjust enrichment assessments as a condition of transfer. The
Federal Communications Commission has also initiated transfer disclosure
regulations that require licensees who transfer control of or assign a PCS
license within the first three years to file associated contracts for sale,
option agreements, management agreements or other documents disclosing the
total consideration that the applicant would receive in return for the transfer
or assignment of its license.

State and Local Regulation

   The Federal Communications Commission permits the states to:

  .  regulate terms and conditions of TeleCorp's and Tritel's commercial
     mobile radio service services other than rates and entry and may
     regulate all aspects of their intrastate toll services;

  .  regulate the intrastate portion of services offered by local telephone
     carriers, and therefore the rates TeleCorp must pay to acquire critical
     facilities from other common carriers;

  .  administer numbering resources, subject to federal oversight; and

  .  have other responsibilities that impact the nature and profitability of
     TeleCorp's and Tritel's operations, including the ability to specify
     cost-recovery mechanisms for network modifications to support emergency
     public safety services.

   States and localities also regulate construction of new antenna site
facilities and are responsible for zoning and developmental regulations that
can materially impact TeleCorp's and Tritel's timely acquisition of sites
critical to their radio network.

Emission and Hands-Free Regulation

   Media reports have suggested that some radio airwave emissions from wireless
handsets may be linked to health concerns, including the incidence of cancer.
Data gathered in studies performed by manufacturers of wireless communications
equipment dispute these media reports. The Federal Communications Commission
has adopted rules specifying the methods to be used in evaluating radio airwave
emissions from radio equipment, including wireless handsets. The hand-held
digital telephones that TeleCorp and Tritel offer to their customers comply
with the standards adopted under the new rules, although these handsets may not
comply with any rules adopted by the Federal Communications Commission in the
future. Recent studies have shown that hand-held digital telephones interfere
with medical devices, including hearing aids and pacemakers and additional
studies are underway.

   Various state legislatures have proposed or considered measures that would
require hands free use of cellular phones while operating motor vehicles, ban
cellular phone use or limit the length of calls while driving and require
drivers to pull to the side of the road to use cellular phones. In addition,
some gas stations have banned the use of mobile phones on their premises.

                                      219
<PAGE>

                            STOCK PERFORMANCE GRAPH

   The following graph depicts TeleCorp's and Tritel's class A common stock
price performance from the date on which quotations for the class A voting
common stock for each of the companies first appeared on the Nasdaq National
Market (November 23, 1999, for TeleCorp, December 14, 1999, for Tritel) through
December 31, 1999. The graph shows this performance relative to the performance
of the Nasdaq Composite Index (listed as "COMP" in the graph) and the Nasdaq
Telecommunications Index (listed as "IXTC" in the graph). All indices shown in
the graph have been reset to a base of 100 as of November 23, 1999 (with the
exception of Tritel, which was not publicly traded until December 14, 1999),
and assume an investment of $100 on that date and the reinvestment of
dividends, if any, paid since that date. Neither TeleCorp nor Tritel has ever
paid cash dividends on its common stock. The graph was prepared by Holding
Company. Management cautions that the stock price performance shown in the
graph below should not be considered indicative of potential future stock
performance.


     COMPARISON OF CUMULATIVE TOTAL RETURN AMONG TELECORP, TRITEL, NASDAQ
              COMPOSITE INDEX AND NASDAQ TELECOMMUNICATIONS INDEX

          EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC


                                                    Nasdaq
                                                  Composite
            TeleCorp  Value of  Tritel    Value of    Index    Value of
             (TLCP)  $100 TLCP  (TTEL)   $100 TTEL   (COMP)   $100 COMP
Date        Closing  Investment Closing  Investment  Closing  Investmentt
----        -------- ---------- -------  ---------- --------- -----------

11/23/99.... $   20*  $100.00      --         --     3342.87   $100.00
11/24/99....   35.5   $177.50      --         --      3420.5   $102.33
11/26/99....     38   $ 190.0      --         --     3447.81   $103.15
11/29/99.... 36.125   $180.63      --         --     3421.37   $102.35
11/30/99.... 36.063   $180.32      --         --     3336.16   $ 99.80
12/1/99.....  34.75   $173.75      --         --     3353.71   $100.32
12/2/99.....     36   $180.00      --         --     3452.78   $103.30
12/3/99..... 35.875   $179.38      --         --     3520.63   $105.33
12/6/99..... 37.688   $188.44      --         --     3546.01   $106.09
12/7/99.....  40.25   $201.25      --         --     3586.92   $107.32
12/8/99.....   39.5   $197.50      --         --     3586.08   $107.29
12/9/99.....  39.25   $196.25      --         --     3594.17   $107.53
12/10/99.... 39.688   $198.44      --         --     3620.24   $108.32
12/13/99.... 37.969   $189.85      --         --     3658.17   $109.45
12/14/99.... 37.125   $185.63    18.00**  $100.00    3571.66   $106.86
12/15/99.... 37.188   $185.94   30.563    $169.81    3621.95   $108.37
12/16/99....     36   $180.00   29.563    $164.25    3715.06   $111.16
12/17/99.... 36.313   $181.57   28.125    $156.26    3753.06   $112.30
12/20/99.... 38.813   $194.07    28.25    $156.96    3783.87   $113.22
12/21/99.... 37.313   $186.57   26.875    $149.32    3911.15   $117.04
12/22/99.... 36.875   $184.38   26.688    $148.17     3937.3   $117.82
12/23/99.... 36.969   $184.85   26.125    $145.15    3969.44   $118.78
12/27/99....  39.25   $196.25     28.5    $158.35    3975.38   $118.96
12/28/99....     38   $190.00   29.313    $162.86    3972.11   $118.86
12/29/99.... 37.281   $180.41    29.75    $165.29    4041.46   $120.94
12/30/99.... 38.469   $192.35   29.875    $165.99    4036.87   $120.81
12/31/99....     38   $190.00   31.688    $176.06    4069.31   $121.78

               Nasdaq
              Telecom
               Index   Value of
              (IXTC)  $100 IXTC
Date          Closing Investment
----         -------  ----------

11/23/99....  845.19   $100.00
11/24/99....   870.1   $102.95
11/26/99....  876.73   $103.73
11/29/99....  857.38   $101.44
11/30/99....   820.9   $ 97.13
12/1/99.....  813.99   $ 96.31
12/2/99.....  837.85   $ 99.13
12/3/99.....  856.54   $101.34
12/6/99.....  856.86   $101.38
12/7/99.....  869.48   $102.87
12/8/99.....  870.86   $103.04
12/9/99.....  872.72   $103.26
12/10/99....  882.11   $104.37
12/13/99....  898.14   $106.26
12/14/99....  884.27   $104.62
12/15/99....  880.16   $104.14
12/16/99....  900.67   $106.56
12/17/99....   908.4   $107.48
12/20/99....  912.15   $107.92
12/21/99....  942.81   $111.55
12/22/99....   944.5   $111.75
12/23/99....  963.09   $113.95
12/27/99....  961.43   $113.75
12/28/99....  966.78   $114.38
12/29/99....  999.98   $118.31
12/30/99....  990.59   $117.20
12/31/99....  1015.4   $120.14

*  This number represents the initial public offering price. The closing price
   for the first day of trading was $33.00.
** This number represents the initial public offering price. The closing price
   for the first day of trading was $30.188.

                                      220
<PAGE>

                  DESCRIPTION OF HOLDING COMPANY CAPITAL STOCK

   This section of the joint proxy statement-prospectus describes the material
terms of Holding Company's capital stock under Holding Company's amended and
restated certificate of incorporation and by-laws that will be in effect
immediately after the merger is completed. This section also summarizes
relevant provisions of the Delaware General Corporation Law, which is referred
to as "Delaware law." The terms of Holding Company's amended and restated
certificate of incorporation and by-laws, as well as the terms of Delaware law,
are more detailed than the general information provided below. Therefore, you
should carefully consider the actual provisions of these documents. Holding
Company's amended and restated certificate of incorporation is attached as
Annex F to this joint proxy statement-prospectus, and Holding Company's by-laws
are attached as Annex G to this joint proxy statement-prospectus.

Authorized Capital Stock

   Total Shares. Holding Company initially will have authority to issue a total
of 1,954,339,093 shares of capital stock consisting of:

  .  1,934,339,093 shares of common stock, par value $0.01 per share; and

  .  20,000,000 shares of preferred stock, par value $0.01 per share.

   Common Stock. The Holding Company common stock will consist of seven
classes. The designation and authorized number of shares of each class will be:

  .  1,108,550,000 shares of class A voting common stock;

  .  808,550,000 shares of class B non-voting common stock;

  .  309,000 shares of class C common stock;

  .  927,000 shares of class D common stock;

  .  4,000,000 shares of class E common stock;

  .  12,000,000 shares of class F common stock; and

  .  3,093 shares of voting preference common stock.

   Following completion of the merger, the approximate number of outstanding
common shares of Holding Company common stock in each class will be:

  .  178,497,292 shares of class A voting common stock;

  .  0 shares of class B non-voting common stock;

  .  283,813 shares of class C common stock;

  .  851,429 shares of class D common stock;

  .  10,492 shares of class E common stock;

  .  37,718 shares of class F common stock; and

  .  3,093 shares of voting preference common stock.

   Preferred Stock. The Holding Company preferred stock will consist of eight
series. The designation and authorized number of shares of each series will be:

  .  100,000 shares of series A convertible preferred stock;

  .  200,000 shares of series B convertible preferred stock;

                                      221
<PAGE>

  .  215,000 shares of series C preferred stock;

  .  50,000 shares of series D preferred stock;

  .  30,000 shares of series E preferred stock;

  .  15,450,000 shares of series F preferred stock;

  .  100,000 shares of series G preferred stock;

  .  200,000 shares of series H preferred stock; and

  .  300,000 shares of series I preferred stock.

   In addition, subject to any required approval of holders of any shares of
any series of preferred stock, Holding Company will have the right, through its
board of directors, to designate and issue, with preferences and rights as the
board of directors determines, up to 3,355,000 undesignated shares of preferred
stock. Following completion of the merger, the approximate number of shares of
each series of Holding Company's outstanding preferred stock will be:

  .  97,473 shares of series A convertible preferred stock;

  .  90,668 shares of series B convertible preferred stock;

  .  210,608 shares of series C preferred stock;

  .  49,417 shares of series D preferred stock;

  .  25,841 shares of series E preferred stock;

  .  14,912,778 shares of series F preferred stock;

  .  46,374 shares of series G preferred stock;

  .  0 shares of series H preferred stock; and

  .  0 shares of series I preferred stock.

   Listing. Holding Company intends to apply to list its class A voting common
stock on the NASDAQ National Market under the symbol "TLCP". No other class or
series of its capital stock will be listed.

   Preemptive Rights. The holders of Holding Company common stock and Holding
Company preferred stock will not have preemptive rights to purchase or
subscribe for any stock or other securities of Holding Company.

Holding Company Common Stock

   Voting Rights. The holders of shares of common stock (other than holders of
the class B non-voting common stock and the voting preference common stock)
shall have, together with the holders of series F preferred stock and series G
preferred stock, an aggregate total of 4,690,000 votes. The number of votes or
fractional votes to which each share of a particular class of common stock
(other than the class B non-voting common stock and the voting preference
common stock), series F preferred stock and series G preferred stock shall be
entitled shall be the quotient determined by dividing the aggregate number of
votes to which the common stock (other than the class B non-voting common stock
and voting preference common stock), the series F preferred stock and the
series G preferred stock is entitled by the number of shares of all common
stock (other than the class B non-voting common stock and voting preference
common stock), series F preferred stock and series G preferred stock then
outstanding. The holders of voting preference common stock shall have an
aggregate total of 5,010,000 votes. The holders of class B non-voting common
stock shall have no votes except for a vote as a separate class regarding any
amendment, repeal or modification of any provision

                                      222
<PAGE>

of the amended and restated certificate of incorporation that adversely affects
the powers, preferences or special rights of the holders of the class B non-
voting common stock.

   The amended and restated certificate of incorporation provides that, except
where a class of capital stock has the right to vote as a class, a quorum for
the transaction of business will be present so long as a majority of the shares
of voting preference common stock outstanding are present and when shares of
all classes of common stock and preferred stock with at least 5,010,000 votes
are present. When a class vote is required, a majority of that class must also
be present, with holders of the stock of such class entitled to one vote per
share. Any further action not requiring a class vote may be approved by the
affirmative vote of a majority of the voting preference common stock present at
any meeting where a quorum is present.

   If:

  .  Holding Company receives an opinion of regulatory counsel of nationally
     recognized standing that rules, regulations or policies of the Federal
     Communications Commission permit the class A voting common stock and
     voting preference common stock to vote and be treated as a single class
     of stock for quorum purposes and have one vote per share;

  .  not less than two-thirds of the outstanding class A voting common stock
     affirmatively vote for the single class status; and

  .  Holding Company's board determines that it is not likely to be
     significantly detrimental to Holding Company,

Holding Company will seek the approval of the Federal Communications Commission
to have class A voting common stock and voting preference common stock vote and
be treated together as a single class with one vote per share.

   The holders of shares of voting preference common stock shall have the
right, voting separately as a single class, to elect two directors to the board
of directors of Holding Company who shall be entitled to 1/2 of a vote on all
matters voted upon by the directors of Holding Company. In the event any
director so nominated by the holders of the voting preference common stock
ceases to be a director of Holding Company during the director's term, the
remaining director shall be entitled to one vote and the voting rights of the
holders of the shares of voting preference common stock to elect two directors
to the board of directors of Holding Company shall be reduced to the right to
elect one director. In addition, in the event that Holding Company receives the
opinion of regulatory counsel described above, the voting rights of the holders
of the shares of voting preference common stock to elect directors to the board
of directors will terminate.

   Dividends. Subject to the rights of the holders of the preferred stock, the
board of directors of Holding Company may declare dividends on the common
stock; provided, that:

  .  dividends on class A voting common stock and class B non-voting common
     stock may only be paid up to the amount by which funds legally available
     for the dividends exceed the excess of:

    (1) fair market value of the assets of TeleCorp Holding Corp., Inc.
        less TeleCorp Holding Corp.'s liabilities; over the aggregate par
        value of class C common stock and class D common stock, at Holding
        Company's board's discretion, plus

    (2) fair market value of the assets of Tritel Holding less Tritel
        Holding's liabilities; over the aggregate par value of class E
        common stock and class F common stock, at Holding Company's board's
        discretion.

                                      223
<PAGE>

  .  to the extent funds are legally available for the dividends, dividends
     on class C common stock and class D common stock may only be paid up to
     an amount equal to the lesser of:

    (1) the legally available funds; and

    (2) fair market value of the assets of TeleCorp Holding Corp. less
        TeleCorp Holding Corp.'s liabilities; over the aggregate par value
        of class C common stock and class D common stock, at Holding
        Company's board's discretion.

  .  to the extent funds are legally available for the dividends, dividends
     on class E common stock and class F common stock may only be paid up to
     the amount equal to the lesser of:

    (1) the legally available funds; and

    (2) fair market value of the assets of Tritel Holding less Tritel
        Holding's liabilities; over the aggregate par value of class E
        common stock and class F common stock, at Holding Company's board's
        discretion.

   Holding Company may not declare or pay any cash dividends on any share of
class A voting common stock or class B non-voting common stock unless it
declares and pays cash dividends on the same terms to all shares of class A
voting common stock and class B non-voting common stock ratably in accordance
with the number of shares of class A voting common stock and class B non-voting
common stock then outstanding. Holding Company may not declare or pay any cash
dividends on any share of class C common stock or class D common stock unless
it declares and pays cash dividends on the same terms to all shares of class C
common stock and class D common stock ratably in accordance with the number of
shares of class C common stock and class D common stock then outstanding.
Holding Company may not declare or pay any cash dividends on any share of class
E common stock or class F common stock, unless it declares and pays cash
dividends on the same terms to all shares of class E common stock and class F
common stock ratably in accordance with the number of shares of class E common
stock and class F common stock then outstanding.

   In addition, Holding Company may not pay dividends on any shares of any
class of its capital stock if, at the time:

  .  Holding Company is insolvent or the payments will render it insolvent;
     or

  .  any law or any of Holding Company's agreements prohibit the dividend
     payments.

   Further, Holding Company's amended and restated certificate of incorporation
restricts its ability to pay any dividends on any class of capital stock to the
extent shares of capital stock ranking senior to or on a parity with the class
remain outstanding or dividends on the senior or parity shares have not been
paid in full.

   Liquidation Rights. Upon Holding Company's liquidation, dissolution or
winding up and following payment of all amounts payable to the holders of
preferred stock and any other class or series of stock having a preference over
the common stock then outstanding, the holders of:

  .  class C common stock and class D common stock shall be entitled to
     receive pro rata an amount equal to the fair market value of the assets
     of TeleCorp Holding Corp. less TeleCorp Holding Corp.'s liabilities;

  .  class E common stock and the class F common stock shall be entitled to
     receive pro rata an amount equal to the fair market value of the assets
     of Tritel Holding less Tritel Holding's liabilities;

  .  class A voting common stock and class B non-voting common stock shall be
     entitled to receive pro rata the excess of:

    (1) all of Holding Company's remaining assets available for
        distribution to its stockholders; over

    (2) the amounts payable to the class C common stock, the class D common
        stock, the class E common stock and the class F common stock; and

                                      224
<PAGE>

  .  the holders of the other classes of common stock will be entitled to
     receive the remaining amounts available for distribution.

   Regulatory Restrictions. Outstanding shares of Holding Company common stock
may be redeemed by action of the board of directors to the extent necessary to
prevent the loss of, or to permit the reinstatement of, any governmental
license or franchise the holding of which is conditioned upon stockholders
possessing prescribed qualifications.

   Conversion. Each share of class B non-voting common stock may, at the option
of the holder thereof, at any time, be converted into one fully-paid and non-
assessable share of class A voting common stock. Each share of class A voting
common stock may, at the option of the holder thereof, at any time, be
converted into one fully-paid and non-assessable share of class B non-voting
common stock.

   If Holding Company receives an opinion of regulatory counsel that class C
common stock, class D common stock, class E common stock or class F common
stock may under Federal Communications Commission rules, regulations and
policies be converted into class A voting common stock or class B common stock,
then, unless the board of directors of Holding Company determines that it is
likely to be detrimental to Holding Company, holders of any of the class C
through F common stock may convert each share into one share of class A voting
common stock or class B common stock upon the affirmative vote of the holders
of 66 2/3% or more of the class A voting common stock.

   All conversions are subject to obtaining any required Federal Communications
Commission approvals. Holders of common stock that may be converted as
described above may elect to convert any or all of their shares by giving
written notice to us prior to the requisite Federal Communications Commission
approvals. This conversion will not become effective until the final receipt of
all necessary Federal Communications Commission approvals.

   Redemption. The management agreement provides for the redemption by Holding
Company of specific shares of class A voting common stock held by Mr. Vento and
Mr. Sullivan in particular circumstances. See "TeleCorp--Executive
Compensation--Management Agreement."

Holding Company Preferred Stock

   Voting Rights. Regardless of the number of shares of any series of preferred
stock then outstanding, the holders of each series of preferred stock shall
have the following aggregate votes on any matter brought before them:

  .  the series A convertible preferred stock shall have 67,804 votes;

  .  the series B convertible preferred stock shall have 61,608 votes;

  .  the series C preferred stock shall have 124,096 votes;

  .  the series D preferred stock shall have 30,308 votes;

  .  the series E preferred stock shall have 16,184 votes;

  .  the series F preferred stock and the series G preferred stock shall have
     the voting rights described above in "Holding Company Common Stock--
     Voting Rights";

  .  the series H preferred stock shall have the number of votes which shares
     of series A preferred stock exchanged for such series H preferred stock
     had prior to such exchange; and

  .  the series I preferred stock shall have the number of votes which shares
     of series B preferred stock exchanged for such series I preferred stock
     had prior to such exchange.

                                      225
<PAGE>

   The number of votes or fractional votes to which each share of a particular
series of preferred stock shall be entitled shall be the quotient determined by
dividing the aggregate number of votes to which such series of preferred stock
is entitled by the number of shares of such series of preferred stock then
outstanding.

   In any matter requiring a separate class vote of holders of any series of
preferred stock or a separate vote of two or more series of preferred stock
voting together as a single class, for the purposes of such a class vote, each
share of preferred stock of such series shall be entitled to one vote per
share.

   Special Voting Rights of Preferred Stock. The affirmative vote of the
holders of a majority of the outstanding shares of a series of preferred stock
shall be necessary to:

  .  authorize or issue any shares senior or on a parity with the class;

  .  amend Holding Company's amended and restated certificate of
     incorporation to change any of the characteristics of the class; or

  .  authorize or issue any security convertible into, exchangeable for or
     granting the right to purchase or otherwise receive any shares of stock
     senior to or on a parity with the class.

   In addition, so long as AT&T Wireless and/or any of its affiliates that is a
subsidiary of AT&T owns in the aggregate at least 44,481 shares of series A
convertible preferred stock, holders of shares of series A convertible
preferred stock shall have the exclusive right, voting separately as a single
class, to designate one of Holding Company's directors.

   Furthermore, so long as AT&T Wireless and/or any of its affiliates that is a
subsidiary of AT&T owns in the aggregate at least 60,446 shares of series B
convertible preferred stock, holders of shares of series B convertible
preferred stock shall have the exclusive right, voting separately as a single
class, to designate one of Holding Company's directors.

   Ranking. With respect to the payment of dividends and distributions upon
Holding Company's liquidation, dissolution or winding up, series of preferred
stock rank as follows:

<TABLE>
<CAPTION>
   Class of Stock          Parity with             Junior to              Senior to
   --------------     ---------------------  ---------------------  ---------------------
<S>                   <C>                    <C>                    <C>
series A convertible  series B convertible   none                   series C preferred
preferred             preferred                                     series D preferred
                      series H preferred                            series E preferred
                      series I preferred                            series F preferred
                                                                    series G preferred
series B convertible  series A convertible   none                   series C preferred
preferred             preferred                                     series D preferred
                      series H preferred                            series E preferred
                      series I preferred                            series F preferred
                                                                    series G preferred
series C preferred    series D preferred--   series A convertible   series E preferred
                      except when a          preferred              series F preferred
                      statutory liquidation  series B convertible   series G preferred
                      common stock--only     preferred              --only with respect
                      with respect to        series D preferred--   to dissolution,
                      dividends              only upon a statutory  liquidation and
                                             liquidation            winding up
                                             series H preferred
                                             series I preferred
</TABLE>

                                      226
<PAGE>

<TABLE>
<CAPTION>
  Class of Stock         Parity with             Junior to              Senior to
  --------------    ---------------------  ---------------------  ---------------------
<S>                 <C>                    <C>                    <C>
series D preferred  series C preferred--   series A convertible   series C preferred--
                    except when a          preferred              only upon a statutory
                    statutory liquidation  series B convertible   liquidation
                    common stock--only     preferred              series E preferred
                    with respect to        series H preferred     series F preferred
                    dividends              series I preferred     series G preferred --
                                                                  only with respect to
                                                                  dissolution,
                                                                  liquidation and
                                                                  winding up

series E preferred  none                   series A convertible   series F preferred
                                           preferred              series G preferred
                                           series B convertible
                                           preferred
                                           series C preferred
                                           series D preferred
                                           series H preferred
                                           series I preferred

series F preferred  series G preferred --  series A convertible   common stock--only
                    except when a          preferred              upon a statutory
                    statutory liquidation  series B convertible   liquidation
                                           preferred
                                           series C preferred
                                           series D preferred
                                           series E preferred
                                           series H preferred
                                           series I preferred

series G preferred  series F preferred     series A convertible   common stock--only
                    common stock--except   preferred              upon a statutory
                    when a statutory       series B convertible   liquidation
                    liquidation            preferred
                                           series C preferred
                                           series D preferred
                                           series E preferred
                                           series H preferred
                                           series I preferred

series H preferred  series A convertible   none                   series C preferred
                    preferred                                     series D preferred
                    series B convertible                          series E preferred
                    preferred                                     series F preferred
                    series I preferred                            series G preferred

series I preferred  series A convertible   none                   series C preferred
                    preferred                                     series D preferred
                    series B convertible                          series E preferred
                    preferred                                     series F preferred
                    series H preferred                            series G preferred
</TABLE>

   Dividends. The holders of series A convertible preferred stock and series B
convertible preferred stock are entitled to receive annual dividends equal to
10% of the liquidation preference related to their shares. So long as any
shares of series A convertible preferred stock or series B convertible
preferred stock are outstanding, no dividends may be paid on any shares of any
class of capital stock ranking junior to series A

                                      227
<PAGE>


convertible preferred stock or series B convertible preferred stock. Dividends
accrue from the date of original issuance of the shares, or, with respect to
any series A convertible preferred stock or series B convertible preferred
stock received in exchange for stock in TeleCorp or Tritel, the date of
issuance of such TeleCorp or Tritel stock. Dividends are payable quarterly,
provided that Holding Company has the option to defer payment of dividends
until December 2008, in the case of series A convertible preferred stock, and
June 2009, in the case of series B convertible preferred stock.

   The holders of series C preferred stock, series D preferred stock, series E
preferred stock and series F preferred stock are entitled to dividends as
declared by Holding Company's board of directors.

   The dividend rights of Holding Company's outstanding preferred stock are
summarized below:

<TABLE>
<CAPTION>
     Series of
  Preferred Stock           Amount of Dividend               Payment Dates
--------------------     ------------------------       ------------------------
<S>                      <C>                            <C>
series A convertible     10% of liquidation             Quarterly commencing the
                         preference annually,           last day of the quarter
                         accruing daily from July       in which the shares are
                         17, 1998                       issued; may be deferred
                                                        until December 31, 2008
                                                        on which date all past
                                                        unpaid dividends become
                                                        due
series B convertible     10% of liquidation             Quarterly commencing the
                         preference annually,           last day of the quarter
                         accruing daily from            in which the shares are
                         January 17,1999                issued; may be deferred
                                                        until June 30, 2009 on
                                                        which date all past
                                                        unpaid dividends become
                                                        due
series C                 As declared by Holding         When and if declared by
                         Company's board, up to         Holding Company's board
                         the liquidation
                         preference compounded
                         quarterly
series D                 As declared by Holding         When and if declared by
                         Company's board, up to         Holding Company's board
                         the liquidation
                         preference compounded
                         quarterly
series E                 As declared by Holding         When and if declared by
                         Company's board, up to         Holding Company's board
                         the liquidation
                         preference compounded
                         quarterly
series F                 As declared by Holding         When and if declared by
                         Company's board                Holding Company's board
series G                 As declared by Holding         When and if declared by
                         Company's board                Holding Company's board
series H                 10% of liquidation             Quarterly commencing the
                         preference annually,           last day of the quarter
                         accruing daily from July       in which the shares are
                         17, 1998                       issued; may be deferred
                                                        until December 31, 2008
                                                        on which date all past
                                                        unpaid dividends become
                                                        due
</TABLE>

                                      228
<PAGE>

<TABLE>
<CAPTION>
    Series of
 Preferred Stock          Amount of Dividend                Payment Dates
 ---------------       ------------------------        ------------------------
 <S>                   <C>                             <C>
 series I              10% of liquidation              Quarterly commencing the
                       preference annually,            last day of the quarter
                       accruing daily from             in which the shares are
                       January 17, 1999                issued; may be deferred
                                                       until June 30, 2009 on
                                                       which date all past
                                                       unpaid dividends become
                                                       due
</TABLE>

   Holding Company may not pay dividends on any shares of any class of its
capital stock if, at the time:

  .  it is insolvent or the payments will render it insolvent; or

  .  any law or any of its agreements prohibit the dividend payments.

   Further, Holding Company's amended and restated certificate of incorporation
restricts its ability to pay any dividends on any class of capital stock to the
extent shares of capital stock ranking senior to or on a parity with the class
remain outstanding or dividends on the senior or parity shares have not been
paid in full.

   Liquidation Rights. The holders of preferred stock are entitled to
preferences with respect to distributions upon Holding Company's liquidation,
dissolution or winding up as follows:

  .  holders of series A convertible preferred stock, series B convertible
     preferred stock, series H preferred stock and series I preferred stock
     are entitled to a preference per share equal to $1,000 plus accrued and
     unpaid dividends on the shares;

  .  holders of series C preferred stock are entitled to a preference per
     share equal to the paid-in capital per share of series C preferred
     stock, or the paid-in capital per share of capital stock exchanged for
     series C preferred stock, together with interest on $1,000 from the date
     of issuance at a rate of 6% per annum, compounded quarterly, less the
     amount of any dividends paid on the shares, plus accrued and unpaid
     dividends;

  .  holders of series D preferred stock are entitled to a preference per
     share equal to $1,000 together with interest from the date of issuance,
     or the date of issuance of capital stock exchanged for series D
     preferred stock, at a rate of 6% per annum, compounded quarterly, less
     the amount of any dividends paid on the shares, plus accrued and unpaid
     dividends;

  .  holders of series E preferred stock are entitled to a preference per
     share equal to the amount of accrued and unpaid dividends on the shares,
     together with interest on $1,000 from the date of issuance, or the date
     of issuance of capital stock exchanged for series E preferred stock, at
     a rate of 6% per annum, compounded quarterly, less the amount of any
     dividends declared and paid on the shares;

  .  holders of series F preferred stock are entitled to a preference equal
     to $0.000032 plus accrued and unpaid dividends on the shares; and

  .  holders of series G preferred stock are entitled to a preference per
     share equal to $1,000 plus declared but unpaid dividends thereon (if
     any), plus interest on $1,000 from the date of issuance, or the date of
     issuance of capital stock exchanged for series G preferred stock, at a
     rate of 6.5% per annum, compounded quarterly.

   Regulatory Restrictions. Outstanding shares of Holding Company preferred
stock may be redeemed by action of the board of directors to the extent
necessary to prevent the loss of, or to permit the reinstatement of, any
governmental license or franchise, the holding of which is conditioned upon
stockholders possessing prescribed qualifications.


                                      229
<PAGE>

   Conversion. After July 17, 2006, holders of series A convertible preferred
stock may convert their shares into shares of class A voting common stock at a
conversion rate equal to the liquidation preference of series A convertible
preferred stock divided by the market price of class A voting common stock.

   After January 15, 2007, holders of series B convertible preferred stock may
convert their shares into shares of class A voting common stock at a conversion
rate equal to the liquidation preference of series B convertible preferred
stock divided by the market price of class A voting common stock.

   At any time, holders of series F preferred stock may convert each share into
one share of class A voting common stock; provided, that, until the class C
common stock, class D common stock, class E common stock and class F common
stock are convertible into class A voting common stock, the first 195,063 of
series F preferred stock shares to be converted are convertible into shares of
class D common stock.

   At any time, holders of series G preferred stock may convert their shares
into their pro rata share (based on the number of shares of series G preferred
stock outstanding) of 14,971,876 shares of class A voting common stock and
9,494 shares of class F common stock or, if the class C common stock, class D
common stock, class E common stock and class F common stock is convertible into
class A voting common stock, 9,494 shares of class A voting common stock
instead of shares of class F common stock.

   Redemption. Holding Company has the right to redeem its capital stock as
follows:

  .  all shares of series A convertible preferred stock: following 30 days
     after the 20th anniversary of issuance at the liquidation preference of
     the series A convertible preferred stock;

  .  all shares of series B convertible preferred stock: following 30 days
     after the 20th anniversary of issuance at the liquidation preference of
     the series B convertible preferred stock;

  .  all shares of series C preferred stock and series D preferred stock: at
     any time at the liquidation preferences of series C preferred stock or
     series D preferred stock, respectively; provided, that if Holding
     Company redeems any shares of either series C preferred stock or series
     D preferred stock, it must redeem all shares of the other, unless funds
     are not legally available for such redemption, in which case, it must
     allocate the funds legally available for redemption ratably in
     accordance with the number of shares of each series outstanding on the
     date of redemption;

  .  all shares of series E preferred stock: at any time at the liquidation
     preference of series E preferred stock; and

  .  any shares of series H preferred stock or series I preferred stock: at
     any time at the liquidation preferences of series H preferred stock or
     series I preferred stock, respectively.

   In addition, the holders of some classes of capital stock have the right to
require Holding Company to redeem their shares as follows:

  .  holders of series A convertible preferred stock or series B convertible
     preferred stock: all shares held by such holder following the 30th day
     after the 20th anniversary of issuance at the liquidation preference of
     the series A convertible preferred stock or series B convertible
     preferred stock, respectively; and

  .  holders of series C preferred stock, series D preferred stock or series
     E preferred stock: following the 30th day after the 20th anniversary of
     issuance at the liquidation preference of the series C preferred stock,
     series D preferred stock or series E preferred stock, respectively.

   Neither Holding Company nor any holder of shares of any class of Holding
Company capital stock may cause Holding Company to redeem its capital stock if,
at that time:

  .  Holding Company is insolvent or the redemption will render it insolvent;
     or

  .  any law or any of Holding Company's agreements prohibits the redemption.


                                      230
<PAGE>

   Further, Holding Company's amended and restated certificate of incorporation
restricts its ability to redeem any shares of capital stock to the extent
shares of capital stock ranking senior to or on a parity with the shares remain
outstanding or dividends on the senior or parity shares have not been paid in
full.

   Holding Company's amended and restated certificate of incorporation also
provides for redemption of any of its shares of capital stock that are held by
stockholders whose holding of the shares, in the opinion of Holding Company's
board of directors, may result in the loss of, or failure to obtain the
reinstatement of, any of its licenses or franchises.

   The management agreement provides for the repurchase by Holding Company of
specific shares of class A voting common stock and series E preferred stock
held by Mr. Vento and Mr. Sullivan in specific circumstances. See "TeleCorp--
Executive Compensation--Management Agreement."

Transfer Restrictions

   Some of Holding Company's stockholders have entered into agreements that
restrict the transfer of their shares and provide for the happening of
specified events, such as share conversions. See "TeleCorp--AT&T Agreements",
"Tritel--Joint Venture Agreements With AT&T Wireless" and "TeleCorp--Executive
Compensation--Management Agreement."

Transfer Agents and Registrars

   The transfer agent and registrar for the capital stock of TeleCorp is
EquiServe. The transfer agent and registrar for the capital stock of Tritel is
American Stock Transfer & Trust Company. The transfer agent and registrar for
Holding Company capital stock is EquiServe.

Anti-Takeover Considerations

   Delaware law and Holding Company's amended and restated certificate of
incorporation and restated by-laws will contain a number of provisions which
may have the effect of discouraging transactions that involve an actual or
threatened change of control of us. For a description of the provisions, see
"Comparison of Rights of Holding Company Stockholders, TeleCorp Stockholders
and Tritel Stockholders--Number and Election of Directors," "--Amendments to
the Amended and Restated Certificate of Incorporation" and "--State Anti-
Takeover Statutes."

                                      231
<PAGE>

             COMPARISON OF RIGHTS OF HOLDING COMPANY STOCKHOLDERS,
                 TELECORP STOCKHOLDERS AND TRITEL STOCKHOLDERS

   Holding Company, TeleCorp and Tritel are all organized under the laws of the
State of Delaware. Any differences, therefore, in the rights of holders of
Holding Company capital stock, TeleCorp capital stock and Tritel capital stock
arise primarily from differences in their respective amended and restated
certificates of incorporation and by-laws or restated by-laws. Upon completion
of the merger, holders of TeleCorp capital stock and holders of Tritel capital
stock will become holders of Holding Company capital stock and their rights
will be governed by Delaware law, the Holding Company amended and restated
certificate of incorporation and the Holding Company by-laws. The following
table describes the material differences between the rights of TeleCorp
stockholders and Tritel stockholders. This table also includes a brief
description of the material rights that Holding Company stockholders are
expected to have following completion of the merger, although in some cases the
board of directors of Holding Company retains the discretion to alter those
rights without stockholder consent. This table does not include a complete
description of all of the differences among the rights of these stockholders,
nor does it include a complete description of the specific rights of these
stockholders. In addition, the identification of some of the differences in the
rights of these stockholders as material is not intended to indicate that other
differences that are equally important do not exist. All TeleCorp stockholders
and Tritel stockholders are urged to read carefully the relevant provisions of
Delaware law, as well as the amended and restated certificates of incorporation
and restated by-laws of each of TeleCorp, Tritel and Holding Company. Copies of
the forms of the amended and restated certificate of incorporation and by-laws
for Holding Company are attached to this joint proxy statement-prospectus as
Annexes F and G, respectively. Copies of the amended and restated certificates
of incorporation and restated by-laws of TeleCorp and Tritel will be sent to
TeleCorp stockholders and Tritel stockholders, as applicable, upon request. See
"Where You Can Find More Information."

<TABLE>
<CAPTION>
    Rights              TeleCorp                  Tritel              Holding Company
    ------      ------------------------ ------------------------ ------------------------
<S>             <C>                      <C>                      <C>
Capitalization  918,339,090 shares of    1,016,000,009 shares of  1,934,339,093 shares of
                common stock, par value  common stock, par value  common stock, par value
                $0.01 per share,         $0.01 per share,         $0.01 per share,
                consisting of:           consisting of:           consisting of:
                . 608,550,000 shares of  . 500,000,000 shares of  . 1,108,550,000 shares
                  class A voting common    class A voting common    of class A voting
                  stock                    stock                    common stock
                . 308,550,000 shares of  . 500,000,000 shares of  . 808,550,000 shares of
                  class B non-voting       class B non-voting       class B non-voting
                  common stock             common stock             common stock
                . 309,000 shares of      . 4,000,000 shares of    . 309,000 shares of
                  class C common stock     class C common stock     class C common stock
                . 927,000 shares of      . 12,000,000 shares of   . 927,000 shares of
                  class D common stock     class D common stock     class D common stock
                                                                  . 4,000,000 shares of
                                                                    class E common stock
                                                                  . 12,000,000 shares of
                                                                    class F common stock
                . 3,090 shares of voting . nine shares of voting  . 3,093 shares of voting
                  preference common        preference common        preference common
                  stock                    stock                    stock.
                17,045,000 shares of     3,100,000 shares of      20,000,000 shares of
                preferred stock, par     preferred stock, par     preferred stock, par
                value $0.01 per share,   value $0.01 per share,   value $0.01 per share,
                consisting of:           consisting of:           consisting of:
                . 100,000 shares of      . 200,000 shares of      . 100,000 shares of
                  series A preferred       series A convertible     series A convertible
                  stock                    preferred stock          preferred stock
                . 200,000 shares of      . 300,000 shares of      . 200,000 shares of
                  series B preferred       series B preferred       series B convertible
                  stock                    stock                    preferred stock
                . 215,000 shares of      . 500,000 shares of      . 215,000 shares of
                  series C preferred       series C convertible     series C preferred
                  stock                    preferred stock          stock
                . 50,000 shares of       . 100,000 shares of      . 50,000 shares of
                  series D preferred       series D convertible     series D preferred
                  stock                    preferred stock          stock
</TABLE>

                                      232
<PAGE>

<TABLE>
<CAPTION>
   Rights              TeleCorp                  Tritel              Holding Company
   ------      ------------------------ ------------------------ ------------------------
<S>            <C>                      <C>                      <C>
               . 30,000 shares of                                . 30,000 shares of
                 series E preferred                                series E preferred
                 stock                                             stock
               . 15,450,000 shares of                            . 15,450,000 shares of
                 series F preferred                                series F preferred
                 stock                                             stock
                                                                 . 100,000 shares of
                                                                   series G preferred
                                                                   stock
                                                                 . 200,000 shares of
                                                                   series H preferred
                                                                   stock
                                                                 . 300,000 shares of
                                                                   series I preferred
                                                                   stock
               .1,000,000 undesignated  .2,000,000 undesignated  .3,355,000 undesignated
               shares                   shares                   shares
-----------------------------------------------------------------------------------------
Voting Rights  Holders of class A       Tritel stockholders have Holders of all classes
               voting common stock--    the same voting rights   of common stock (except
               4,990,000 aggregate      as TeleCorp's            the class B non-voting
               votes allocated to each  stockholders.            common stock and voting
               share on a pro rata                               preference common
               basis.                                            stock), series F
                                                                 preferred stock and
               Holders of class B non-                           series G preferred
               voting common stock have                          stock--4,690,000
               no voting rights.                                 aggregate votes with a
                                                                 per share vote equal to
                                                                 4,690,000 divided by the
                                                                 number of outstanding
                                                                 shares all classes of
                                                                 common stock (except the
                                                                 class B non-voting
                                                                 common stock and voting
                                                                 preference common
                                                                 stock), plus the common
                                                                 stock equivalents of
                                                                 series F preferred stock
                                                                 and series G preferred
                                                                 stock
               Holders of voting                                 Holders of voting
               preference common                                 preference common stock
               stock--5,010,000                                  have the same voting
               aggregate votes,                                  rights as the TeleCorp
               allocated to each share                           voting preference
               on a pro rata basis.                              stockholders. Holders of
                                                                 class B non-voting
                                                                 common stock have no
                                                                 voting rights.
               Holders of all series of                          Holders of series A
               TeleCorp's preferred                              convertible, B
               stock do not have the                             convertible, C and D
               right to vote on matters                          preferred stock have a
               generally. They do have                           vote per share equal to
               class voting rights in                            the aggregate number of
               certain circumstances.                            votes for that class
               See Class Voting Rights                           divided by the
               of Preferred                                      outstanding shares of
               Stockholders below.                               the class. Aggregate
                                                                 votes for each series
                                                                 are as follows:
                                                                 series A convertible
                                                                 preferred stock--67,804
                                                                 series B convertible
                                                                 preferred stock--61,608
                                                                 series C preferred
                                                                 stock--124,096
                                                                 series D preferred
                                                                 stock--30,308
                                                                 series E preferred
                                                                 stock--16,184
                                                                 Holders of series H and
                                                                 I preferred stock shall
                                                                 have the number of votes
                                                                 which any shares of
                                                                 series A and B
                                                                 convertible preferred
                                                                 stock exchanged for
                                                                 series H and I preferred
                                                                 stock, respectively,
                                                                 previously had.
</TABLE>

                                      233
<PAGE>

<TABLE>
<CAPTION>
        Rights                  TeleCorp                  Tritel              Holding Company
        ------          ------------------------ ------------------------ ------------------------
<S>                     <C>                      <C>                      <C>
Class Voting Rights of  Holders of class A       Tritel class A voting    Same class voting rights
Common and Preferred    voting common stock and  common and voting        as the holders of
Stockholders            voting preference common preference stockholders  TeleCorp common and
                        stock have the right to  have the same class      preferred stock.
                        vote as a single class   voting rights as the
                        under certain            TeleCorp class A voting
                        circumstances.           common and voting
                                                 preference stockholders.
                        Holders of class B non-  The holders of the
                        voting common stock are  series A convertible
                        entitled to vote as a    preferred stock and
                        separate class on any    series B preferred stock
                        amendment, repeal or     have the same class
                        modification of restated voting rights as the
                        certificate of           TeleCorp preferred
                        incorporation that       stockholders.
                        adversely affects the
                        powers, preferences or
                        special rights of
                        holders of class B
                        common stock.
                        The holders of each      The holders of the
                        class of preferred stock series C and D preferred
                        have the right to vote   stock have the same
                        as a class, with a       class voting rights as
                        majority vote of the     the TeleCorp preferred
                        class required to        stockholders except that
                        approve, any measure to: the Tritel series C and
                                                 D preferred stockholders
                                                 also have the right to
                                                 vote as a class on the
                                                 authorization or
                                                 issuance of any security
                                                 by Tritel and Tritel
                                                 series C preferred
                                                 stockholders have the
                                                 right to vote together
                                                 as a single class with
                                                 the class A voting
                                                 common stock.
                        . authorize or issue any
                          shares senior to or on
                          a parity with the
                          class;

                          .amend the restated
                          certificate of
                          incorporation to
                          change any of the
                          characteristics of the
                          class; or

                          .authorize or issue
                          any security
                          convertible into,
                          exchangeable for or
                          granting the right to
                          purchase or otherwise
                          receive any shares of
                          stock senior to or on
                          a parity with the
                          class.
                        Holders of series A and
                        B preferred stock have
                        the exclusive right,
                        voting separately as a
                        single class, to
                        nominate one director
                        under specified
                        circumstances.
--------------------------------------------------------------------------------------------------
Quorum                  Except where a class of  Same provisions as       Same provisions as
                        capital stock has the    TeleCorp, except that to TeleCorp.
                        right to vote as a       constitute a quorum to
                        class, a quorum is       approve actions not
                        present if a majority of requiring a class vote,
                        the outstanding voting   Tritel also requires the
                        preference common stock  presence of a majority
                        and shares representing  of the shares of all
                        at least 5,010,000 votes other classes of common
                        of all shares of capital stock other than the
                        stock are present.       voting preference stock.
                        When a class vote is
                        required, a majority of
                        that class must also be
                        present.
--------------------------------------------------------------------------------------------------
Amendments to the       Subject to the separate  Same provisions as       Same provisions as
Amended and Restated    class vote requirements  TeleCorp, except that    TeleCorp.
Certificate of          relating to any class or written consent is not
Incorporation           series of Preferred      permitted.
                        Stock, holders of shares
                        of capital stock
                        representing at least
                        two-thirds ( 2/3) of the
                        votes entitled to be
                        cast for the election of
                        directors of the
                        Corporation, voting
                        together as a single
                        class, or by written
                        consent, may amend,
                        alter or repeal the
                        restated certificate of
                        incorporation.
</TABLE>

                                      234
<PAGE>

<TABLE>
<CAPTION>
        Rights                  TeleCorp                  Tritel              Holding Company
        ------          ------------------------ ------------------------ ------------------------
<S>                     <C>                      <C>                      <C>
Number and Election of  Nine member board of     Thirteen member board of Fourteen member board of
Directors               directors divided into   directors divided into   directors divided into
                        three classes. Each      three classes. Each      three classes. Each
                        class serves a staggered class serves a staggered class serves a staggered
                        three-year term where    three-year term where    three-year term where
                        one class of the board   one class of directors   one-third of the board
                        of directors is elected  is elected each year.    of directors is elected
                        each year.                                        each year.
                                                                          Holders of series A and
                                                                          B convertible preferred
                                                                          stock may each nominate
                                                                          one director under
                                                                          specified circumstances.
                                                                          Holders of voting
                                                                          preference common stock
                                                                          have the exclusive
                                                                          right, voting together
                                                                          as a single class, to
                                                                          elect two directors,
                                                                          with each of these
                                                                          directors entitled to
                                                                          1/2 of a vote.
--------------------------------------------------------------------------------------------------
Actions by Written      Action of stockholders   Not permitted.           Same provisions as
Consent                 may be taken without a                            TeleCorp.
                        meeting, without prior
                        notice and without a
                        vote of stockholders, if
                        holders, of outstanding
                        stock having not less
                        than the minimum number
                        of votes necessary to
                        take such action at a
                        meeting at which all
                        shares entitled to vote
                        thereon were present and
                        voted, shall consent in
                        writing to such action.
--------------------------------------------------------------------------------------------------
Notice of Stockholder   Stockholders wishing to  Stockholders wishing to  Same provisions as
Action                  bring any business       bring any business       TeleCorp.
                        before an annual meeting before an annual meeting
                        of stockholders most     of stockholders must
                        deliver written notice   deliver written notice
                        to TeleCorp not less     to Tritel not less than
                        than 90 days prior to    90 days nor more than
                        the date of the annual   120 days prior to the
                        meeting of stockholders. first anniversary of the
                        If, however, the date of preceding year's annual
                        the meeting is scheduled meeting. If, however,
                        to occur more than 30    the date of the meeting
                        days before or more than is scheduled to occur
                        90 days after the        more than 30 days before
                        anniversary of the prior or more than 90 days
                        year's annual meeting,   after the anniversary of
                        notice must be delivered the prior year's annual
                        not later than the close meeting, notice must be
                        of business on the tenth delivered not later than
                        day following the day on the close of business on
                        which public             the tenth day following
                        announcement of the date the day on which public
                        of the annual meeting is announcement of the date
                        made.                    of the annual meeting is
                                                 made.
--------------------------------------------------------------------------------------------------
Limitation of Personal  Personal liability of    Same provisions as       Same provisions as
Liability of Directors  directors and executive  TeleCorp, except that in TeleCorp.
                        officers for monetary    addition, certain
                        damages for breach of    outside directors may be
                        fiduciary duty as a      covered by liability
                        director or executive    insurance policies
                        officer, is eliminated   provided by their
                        by provisions of the     employers.
                        amended and restated
                        certificate of
                        incorporation except:

                        . for any breach of the
                          director's or
                          executive officer's
                          duty of loyalty to
                          TeleCorp or its
                          stockholders;

                        . for acts or omissions
                          not in good faith or
                          that involve
                          intentional misconduct
                          or a knowing violation
                          of law;
</TABLE>

                                      235
<PAGE>

<TABLE>
<CAPTION>
   Rights          TeleCorp              Tritel         Holding Company
   ------     ------------------- ------------------- -------------------
<S>           <C>                 <C>                 <C>
</TABLE>
             . for unlawful
               dividends and
               stock purchases
               under the Delaware
               General
               Corporation Law;
               or
             . for any
               transaction from
               which the director
               derived an
               improper personal
               benefit.
--------------------------------------------------------------------------------
Indemnification
of
Directors
and
Officers
             Bylaws provide that:                         Same provisions as
                                    Same provisions as    TeleCorp.
             . TeleCorp must        TeleCorp, except
               indemnify its        that Tritel has not
               directors and        entered into
               officers to the      additional indemnity
               fullest extent       agreements with each
               permitted by         of its directors. In
               Delaware law,        addition, officers
               subject to very      and certain outside
               limited              directors may be
               exceptions;          covered by liability
                                    insurance policies
             . TeleCorp may         provided by their
               indemnify its        employers and
               other employees      indemnification
               and agents to the    arrangements under
               same extent that     the organizational
               it indemnifies its   documents of their
               officers and         employers.
               directors, unless
               otherwise required
               by law, its
               amended and
               restated
               certificate of
               incorporation,
               TeleCorp's bylaws
               or agreements; and

             . TeleCorp must
               advance expenses,
               as incurred, to
               its directors and
               executive officers
               in connection with
               any legal
               proceeding to the
               fullest extent
               permitted by
               Delaware law,
               subject to limited
               exceptions.

             TeleCorp entered
             into indemnity
             agreements with each
             of its directors and
             executive officers
             to give them
             additional
             contractual
             assurances regarding
             the scope of the
             indemnification
             described above and
             to provide
             additional
             procedural
             protections. In
             addition, TeleCorp
             obtained directors'
             and officers'
             insurance providing
             indemnification for
             its directors,
             officers and key
             employees for
             various liabilities.
--------------------------------------------------------------------------------
State        TeleCorp is subject    Same provisions as
Anti-        to the provisions of   TeleCorp.             Same provisions as
Takeover     Section 203 of the                           TeleCorp,
Statutes     Delaware General                             except that Holding
             Corporation Law,                             Company will elect
             which generally                              not to have Section
             prohibits a                                  203 of the GCL
             publicly-held                                govern the issuance
             Delaware corporation                         of capital stock to
             from engaging in a                           AT&T Wireless or its
             "business                                    Affiliates, Gerald
             combination" with an                         T. Vento or Thomas
             "interested                                  H. Sullivan.
             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.

                                      236
<PAGE>

<TABLE>
<CAPTION>
Rights          TeleCorp                  Tritel              Holding Company
------  ------------------------ ------------------------ ------------------------
<S>     <C>                      <C>                      <C>
        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
        TeleCorp and,
        accordingly, may
        discourage attempts to
        acquire TeleCorp.
</TABLE>

                                      237
<PAGE>

                 MANAGEMENT OF HOLDING COMPANY AFTER THE MERGER

Board of Directors of Holding Company

   Members of Holding Company Board of Directors. Upon completion of the
merger, pursuant to the terms of the stockholders' agreement, the board of
directors of Holding Company will be comprised of fourteen individuals,
initially designated as follows:

  .  Gerald T. Vento, as long as he is an officer of Holding Company and the
     management agreement is in full force and effect;

  .  Thomas H. Sullivan, as long as he is an officer of Holding Company and
     the management agreement is in full force and effect;

  .  two (2) individuals selected by holders of a majority of the Holding
     Company class A voting common stock owned by TeleCorp initial investors
     other than AT&T Wireless;

  .  two (2) individuals selected by holders a majority of the Holding
     Company class A voting common stock owned by Tritel initial investors
     other than AT&T Wireless;

  .  two (2) individuals selected by AT&T Wireless in its capacity as a
     Holding Company series A convertible preferred stockholder and Holding
     Company series B convertible preferred stockholder; and

  .  six (6) individuals designated by the Holding Company voting preference
     stockholders, of which:

    .  one (1) individual is reasonably acceptable to AT&T Wireless;

    .  two (2) individuals, having one-half vote each, are reasonably
       acceptable to William M. Mounger, II and E.B. Martin, Jr.  Messrs.
       Mounger and Martin, as long as each of them is an officer of Holding
       Company or is employed by Holding Company under their respective
       employment agreements, will be the designated directors; and

    .  three (3) individuals are reasonably acceptable to holders of a
       majority of the Holding Company class A voting common stock owned by
       AT&T Wireless and the initial investors other than AT&T Wireless.

   The stockholders' agreement provides certain restrictions on the
designations by the holders of the Holding Company class A voting common stock
owned by AT&T Wireless and the initial investors other than AT&T Wireless and
the terms of the individual directors. For a more detailed description of these
restrictions, see the section entitled "The Merger--Stockholders' Agreements"
in this joint proxy statement-prospectus.

   The board of directors of Holding Company, except for those directors
designated by the holders of the Holding Company voting preference common
stock, will be divided into three classes, as nearly equal in number as
possible, by the affirmative vote (which vote may be taken prior to the closing
of the merger) of a majority of the directors then holding office. The board of
directors will be staggered with the first class of directors having a term
expiring at the first annual meeting of stockholders, the second class of
directors having a term expiring at the second annual meeting of stockholders,
and the third class of directors having a term expiring at the third annual
meeting of stockholders. Following the third annual meeting, the successor
directors of each class whose term is expiring will be elected by a plurality
vote and will serve three year terms. The voting preference directors shall be
elected to the board of directors for a one year term expiring at each annual
meeting.

   The affirmative vote of a majority of the members of the board of directors
of Holding Company will be required to change the size of the Holding Company
board of directors.

   To date, TeleCorp and Tritel have designated the following individuals to be
directors of Holding Company upon completion of the merger:


                                      238
<PAGE>

<TABLE>
<CAPTION>
          Name                                                 Age Term Expires
          ----                                                 --- ------------
   <S>                                                         <C> <C>
   Gerald T. Vento............................................  53     2001
   Thomas H. Sullivan.........................................  38     2001
   William M. Mounger, II*....................................  43     2001
   E.B. Martin, Jr.*..........................................  44     2001
   Alexander P. Coleman.......................................  32     2002
   Michael R. Hannon..........................................  40     2002
   Michael Schwartz...........................................  35     2002
   Ann K. Hall................................................  35     2002
   Scott I. Anderson..........................................  41     2002
   James M. Hoak..............................................  56     2003
   David A. Jones, Jr.........................................  41     2003
   Kevin J. Shepherd..........................................  43     2003
   William W. Hague...........................................  45     2003
   Rohit M. Desai.............................................  61     2003
</TABLE>
--------
*  Mr. Mounger and Mr. Martin hold two seats, but are entitled to one vote.

   Gerald T. Vento. Mr. Vento is the co-founder of TeleCorp and its predecessor
company, TeleCorp Holding Corp., Inc., and has been TeleCorp's Chief Executive
Officer and a director since its inception in July 1997. He has been Chairman
of TeleCorp's board of directors since June 1999. From December 1993 to March
1995, Mr. Vento was Vice Chairman and Chief Executive Officer of Sprint
Spectrum/American PCS, L.P. From April 1995 to March 1998, Mr. Vento was
Chairman of Entel Technologies, Inc., a wireless site acquisition and
construction management company. From April 1996 to October 1996, Mr. Vento
also served as the Chief Executive Officer of National Fiber Networks, Inc. Mr.
Vento also served as managing partner in a joint venture with the Washington
Post Company to build and operate that company's systems in the United Kingdom
prior to its sale in 1993 to TCI/US West Communications. Mr. Vento has spent
over twenty years in cable, telephone and wireless businesses. Mr. Vento was
the founder and Managing General Partner of several cable television companies,
which he developed from inception throughout the United States and Puerto Rico.

   Thomas H. Sullivan. Mr. Sullivan is the co-founder of TeleCorp and its
predecessor company, TeleCorp Holding Corp., Inc., and has been TeleCorp's
Executive Vice President and one of TeleCorp's directors since its inception in
July 1997, and Chief Financial Officer since March 1999. Mr. Sullivan served as
President of TeleCorp Holding Corp., Inc. from 1996 to 1998 and has served as a
senior executive and founder of several wireless and wireline companies for the
past six years. From 1992 to 1999, Mr. Sullivan was a partner of, and counsel
to, McDermott, Will & Emery, where he served as co-head of its
telecommunications practice and co-chairman of its Boston corporate department.

   William M. Mounger, II. Mr. Mounger has served as Chief Executive Officer of
Tritel and Mercury Communications since 1998 and 1990, respectively. In
addition, Mr. Mounger served as Tritel's 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., as 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.

   E.B. Martin, Jr. Mr. Martin has served as Tritel's Executive Vice President,
Treasurer and Chief Financial Officer since 1998. 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 member of the law firm of Young,
Williams, Henderson & Fuselier, P.A. from 1993 to 1996. Mr. Martin also serves
as Secretary/Treasurer for Mercury Communications and Mercury Wireless
Management.

                                      239
<PAGE>

   Alexander P. Coleman. 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.
Mr. Coleman has served as a Director of Tritel since January 1999.

   Michael R. Hannon. Mr. Hannon has been a General Partner of Chase Capital
Partners, a general partnership with over $15 billion under management, since
January 1988. Chase Capital Partners invests in a wide variety of international
equity opportunities, including management buyouts, growth equity and venture
capital situations. Chase Capital Partners' is an affiliate of The Chase
Manhattan Corporation, one of the largest bank holding companies in the United
States. Mr. Hannon also serves as the global practice head of the media and
telecommunications industry at Chase Capital Partners. From 1998 until November
1999, Mr. Hannon served as TeleCorp's Chairman and he is currently on the board
of directors of Entercom Communications, Telesystem International Wireless and
several privately held media and telecommunications firms. He has served as one
of TeleCorp's directors since July 1998.

   Michael Schwartz. Mr. Schwartz is a co-founder, director and Executive Vice
President of habit.com, a technology infrastructure company. Prior to joining
habit.com in March 2000, he was a Vice President in AT&T Wireless's
Acquisitions and Development group. Mr. Schwartz continues to provide services
to AT&T on a part-time basis. From September 1996 through September 1998, Mr.
Schwartz was Vice President and Chief Counsel of AT&T's Messaging Division.
Prior to joining AT&T, Mr. Schwartz was in private law practice in the Seattle
firm of Riddell Williams P.S. He has served as one of TeleCorp's directors
since November 1998.

   Ann K. Hall. Ms. Hall is the Director of Partnership and Affiliate
Operations for AT&T Wireless Services, and has been employed by AT&T Wireless
Services since 1995. From 1994 to 1995, Ms. Hall worked for Ernst & Young LLP's
National Telecommunications Consulting Practice. Prior to joining Ernst & Young
LLP, Ms. Hall worked in the Semiconductor Industry in Product Development
Engineering at National Semiconductor and later at Intel Corporation in the
Technology Development Finance group. Ms. Hall has served as a Director of
Tritel, Inc. since January 1999.

   Scott Anderson. Since 1997, Mr. Anderson has served as Principal in Cedar
Grove Partners, LLC, an investment and consulting/advisory partnership, and
since 1998 as Principal in Cedar Grove Investments, LLC, a private seed capital
investment fund. He was a board member of Tegic, a wireless technology
licensing company until its merger with America Online, Inc. in 1999 and is a
board member of Triton, Wireless Facilities, Inc., Telephia, Inc., ABC
Wireless, LLC and Xypoint, Inc. He was employed by McCaw Cellular
Communications and AT&T Wireless Services from 1986 until 1997, where he last
served as Senior Vice President of the Acquisitions and Development group. Mr.
Anderson has served as one of TeleCorp's directors since July 1998 and as one
of Tritel's directors since January 1999.

   James M. Hoak, Jr. Mr. Hoak has served as Chairman and a Principal of Hoak
Capital Corporation, a private equity investment firm, since September 1991. He
has also served as Chairman of HBW Holdings, an investment bank, from July 1996
to November 1999, and continues to serve as a director of this firm. He served
as Chairman of Heritage Media Corporation, a broadcasting and marketing
services firm, from its inception in August 1987 to its sale in August 1997.
From February 1991 to January 1995, he served as Chairman and Chief Executive
Officer of Crown Media, Inc., a cable television company. From 1971 to 1987, he
served as President and Chief Executive Officer of Heritage Communications,
Inc., a diversified communications company, and as its Chairman and Chief
Executive Officer from August 1987 to December 1990. He is also a director of
PanAmSat Corporation, Pier 1 Imports and Texas Industries. He has served as one
of TeleCorp's directors since July 1998.

                                      240
<PAGE>

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

   David A. Jones, Jr. 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. Mr. Jones has served as a Director of Tritel since
July 1999.

   William W. Hague. Mr. Hague was appointed as a Director of TeleCorp on
April 28, 2000 by AT&T Wireless and previously served as a member of the Board
of Directors of TeleCorp's predecessor company from April 1998 through July
1998 and of TeleCorp from July 1998 through March 1999. Mr. Hague serves as
the Senior Vice President, Corporate Development, Mergers and Acquisitions at
AT&T Wireless Services where he has been employed since 1995. Prior to this
position, and beginning in 1992, he acted as Director of Acquisitions and
Legal Affairs at Pacific Northwest Cellular/Western Wireless Corporation. From
1986 through 1992, Mr. Hague practiced law at the Seattle, Washington office
of Stokes Lawrence, LLC where he was a partner. Mr. Hague is also a member of
the Board of Directors of Triton PCS, Inc., where he serves on the Audit
Committee and is a member of the management committee of Far Eastone.

   Rohit M. Desai. Mr. Desai has been the Chairman, President and Chief
Investment Officer of Desai Capital Management Incorporated, an equity
investment firm with approximately $2 billion under management, since 1984.
Desai Capital Management is the investment advisor to Equity-Linked Investors
II, Private Equity Investors III, L.P., and Private Equity Investors IV, L.P.,
of which Mr. Desai is the managing general partner. Mr. Desai currently sits
on the board of The Rouse Company, Sunglass Hut International, Finlay Fine
Jewelry Holdings, Independence Community Bankcorp and Sitel Corporation. He
has served as one of TeleCorp's directors since July 1998.

Committees of Holding Company Board of Directors

   The Holding Company bylaws provide that the Holding Company board of
directors may establish committees to exercise powers delegated by the Holding
Company board of directors. Under that authority, the Holding Company board of
directors has established an audit committee and a compensation committee.

Compensation of Directors

   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 Holding Company board of directors.

Executive Officers of Holding Company

   The principal executive officers of Holding Company upon completion of the
merger will be as follows:

<TABLE>
<CAPTION>
   Name                             Age                  Title
   ----                             ---                  -----
<S>                                 <C> <C>
Gerald T. Vento....................  53 Chief Executive Officer, Director
Thomas H. Sullivan.................  38 Chief Financial Officer, Director
William M. Mounger, II.............  43 Chairman of the Board of Directors
E.B. Martin, Jr....................  44 Vice Chairman of the Board of Directors
</TABLE>

Compensation of Executive Officers

   Holding Company has not yet paid any compensation to its chief executive
officer, chief financial officer, chairman of the board, vice-chairman of the
board, or any other person expected to become an executive officer of Holding
Company. The form and amount of the compensation to be paid to each of Holding
Company's executive officers in any future period will be determined by the
Holding Company board of directors.

                                      241
<PAGE>

                STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

   The Securities and Exchange Commission encourages companies to disclose
forward-looking information so that investors can better understand a company's
future prospects and make informed investment decisions. This joint proxy
statement-prospectus contains such "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements referring to TeleCorp, Tritel and Holding Company are included in
this joint proxy statement-prospectus, including under the following captions:

  .  "Risk Factors"; and

  .  "The Merger."

   These statements may include statements regarding the period following
completion of the merger.

   Words such as "anticipate," "estimate," "expects," "projects," "intends,"
"plans," "believes" and words and terms of similar substance used in connection
with any discussion of future operating or financial performance, or the merger
of TeleCorp and Tritel, identify forward-looking statements. All forward-
looking statements are management's present expectations of future events and
are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. In addition to the risks related to the businesses of TeleCorp and
Tritel, the factors relating to the merger discussed under Risk Factors, among
others, could cause actual results to differ materially from those described in
the forward-looking statements. These factors include: the relative value of
Holding Company stock and TeleCorp's and Tritel's stocks, the market's
difficulty in valuing its new business model, the failure to realize the
anticipated benefits of the merger and adverse regulatory conditions.
Stockholders are cautioned not to place undue reliance on the forward-looking
statements, which speak only of the date of this joint proxy statement-
prospectus. None of TeleCorp, Tritel or Holding Company is under any
obligation, and each expressly disclaims any obligation, to update or alter any
forward-looking statements, whether as a result of new information, future
events or otherwise.

   All subsequent forward-looking statements attributable to TeleCorp, Tritel
or Holding Company or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements contained or referred to in this
section.

                      WHERE YOU CAN FIND MORE INFORMATION

   You should rely only on the information contained in this joint proxy
statement-prospectus or that which TeleCorp and Tritel have referred you to.
TeleCorp and Tritel have not authorized anyone to provide you with any
additional information.

   The documents referred to in this joint proxy statement-prospectus are
available from TeleCorp and Tritel upon request. TeleCorp and Tritel will
provide a copy of any and all of the information that is referred to in this
joint proxy statement-prospectus to any person, without charge, upon written or
oral request. If exhibits to the documents referred to in this joint proxy
statement-prospectus are not themselves specifically referred to in this joint
proxy statement-prospectus, then the exhibits will not be provided. Any request
for documents should be made by August 1, 2000 to ensure timely delivery of the
documents.

   Requests for documents relating to TeleCorp should be directed to:

   TeleCorp PCS, Inc., 1010 N. Glebe Road, Suite 800, Arlington, Virginia
22201. Attention Investor Relations, telephone (703) 236-1100. Requests for
documents relating to Tritel should be directed to:

   Tritel, Inc., 111 E. Capitol Street, Suite 500, Jackson, Mississippi 39201.
Attention: Investor Relations, telephone (601) 914-8010.


                                      242
<PAGE>

   TeleCorp and Tritel file reports, proxy statements and other information
with the Securities and Exchange Commission. Copies of those reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Securities and Exchange Commission at:

  .  Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;

  .  Seven World Trade Center, 13th Floor, New York, New York 10048; or

  .  Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
     60661

   Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the operation of the public reference rooms.

   Copies of these materials can also be obtained by mail at prescribed rates
from the Public Reference Room of the Securities and Exchange Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 or by calling the Securities and
Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission
maintains a website that contains reports, proxy statements and other
information regarding each of us. The address of the Securities and Exchange
Commission website is http://www.sec.gov.

   Holding Company has filed a registration statement on Form S-4 under the
Securities Act of 1933 with the Securities and Exchange Commission with respect
to Holding Company's stock to be issued in the merger. This joint proxy
statement-prospectus constitutes the prospectus of Holding Company filed as
part of the registration statement. This joint proxy statement-prospectus does
not contain all of the information set forth in the registration statement
because certain parts of the registration statement are omitted in accordance
with the rules and regulations of the Securities and Exchange Commission. The
registration statement and its exhibits are available for inspection and
copying as set forth above.

   If you have any questions about the merger, please call either TeleCorp
Investor Relations at (703) 236-1100 or Tritel Investor Relations at (601) 914-
8010.

   This joint proxy statement-prospectus does not constitute an offer to sell,
or a solicitation of an offer to purchase, the securities offered by this joint
proxy statement-prospectus, or the solicitation of a proxy, in any jurisdiction
to or from any person to whom or from whom it is unlawful to make such offer,
solicitation of an offer or proxy solicitation in such jurisdiction. Neither
the delivery of this joint proxy statement-prospectus nor any distribution of
securities pursuant to this joint proxy statement-prospectus shall, under any
circumstances, create any implication that there has been no change in the
information set forth or incorporated into this joint proxy statement-
prospectus by reference or in TeleCorp's or Tritel's affairs since the date of
the joint proxy statement-prospectus. The information contained in this joint
proxy statement-prospectus with respect to TeleCorp was provided by TeleCorp
and the information contained in this joint proxy statement-prospectus with
respect to Tritel was provided by Tritel.

                                 LEGAL MATTERS

   Certain legal matters in connection with this merger, including federal
income tax consequences, have been passed upon for TeleCorp by Cadwalader,
Wickersham & Taft, New York, New York and Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., Boston, Massachusetts. Certain legal matters in connection
with this merger have been passed upon for Tritel by Brown & Wood LLP, New
York, New York.

                                 OTHER MATTERS

   Neither TeleCorp nor Tritel presently intends to bring any matters other
than those described in this joint proxy statement-prospectus before its
special meeting. Further, neither TeleCorp nor Tritel has any knowledge of any
other matters that may be introduced by other persons. If any other matters do
properly come before either company's special meeting, the person named in the
enclosed proxy forms of TeleCorp or Tritel, as applicable, will vote the
proxies in keeping with their judgment on such matters.

                                      243
<PAGE>

                                    EXPERTS

   The consolidated financial statements of TeleCorp PCS, Inc. and Subsidiaries
and Predecessor Company as of December 31, 1998 and 1999, and for each of the
three years in the period ended December 31, 1999 and the consolidated balance
sheet of TeleCorp-Tritel Holding Company as of April 28, 2000 included in this
joint proxy statement-prospectus, have been so included in reliance on the
reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of the firm as experts in accounting and auditing.

   The consolidated balance sheets of Tritel, Inc. and subsidiaries as of
December 31, 1998 and 1999, and the consolidated statements of operations,
members' and stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1999, included in this joint proxy
statement-prospectus have been audited by KPMG LLP, independent certified
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing.


                                      244
<PAGE>

                              FINANCIAL STATEMENTS

                                     INDEX

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Report of Independent Accountants......................................... F-2
Consolidated Balance Sheets............................................... F-3
Consolidated Statements of Operations..................................... F-4
Consolidated Statements of Changes in Stockholders' Equity (Deficit)...... F-5
Consolidated Statements of Cash Flows..................................... F-6
Notes to Consolidated Financial Statements................................ F-8
</TABLE>

             TRITEL, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Independent Auditor's Report............................................... F-49
Consolidated Balance Sheets................................................ F-50
Consolidated Statements of Operations...................................... F-51
Consolidated Statements of Members' and Stockholders' Equity............... F-52
Consolidated Statements of Cash Flows...................................... F-53
Notes to Consolidated Financial Statements................................. F-54
</TABLE>

                TELECORP-TRITEL HOLDING COMPANY AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Report of Independent Accountants.......................................... F-85
Consolidated Balance Sheet................................................. F-86
Notes to Consolidated Balance Sheet........................................ F-87
</TABLE>

                                      F-1
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
TeleCorp PCS, Inc. and Subsidiaries and Predecessor Company:

   In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, changes in stockholders' equity
(deficit) and cash flows present fairly, in all material respects, the
financial position of TeleCorp PCS, Inc. and Subsidiaries and Predecessor
Company (the Company) at December 31, 1999 and 1998 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with accounting principles generally accepted
in the United States. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
McLean, Virginia
March 10, 2000, except for certain information
 in Note 20 for which the date is April 27, 2000.

                                      F-2
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
                          CONSOLIDATED BALANCE SHEETS

                    ($ in thousands, except per share data)

<TABLE>
<CAPTION>
                                                   December 31,
                                                -------------------
                                                                      March 31,
                                                  1998      1999        2000
                                                --------  ---------  -----------
                                                                     (unaudited)
<S>                                             <C>       <C>        <C>
                    ASSETS
Current assets:
  Cash and cash equivalents...................  $111,733  $ 182,330   $ 94,606
  Accounts receivable, net....................       --      23,581     31,068
  Inventory...................................       778     15,802     22,315
  Prepaid expenses and other current assets...     3,404      3,828      3,937
                                                --------  ---------   --------
   Total current assets.......................   115,915    225,541    151,926
Property and equipment, net...................   197,469    400,450    461,742
PCS licenses and microwave relocation costs,
 net..........................................   118,107    267,682    273,396
Intangible assets--AT&T agreements, net.......    26,285     37,908     36,119
Deferred financing costs, net.................     8,585     19,577     18,999
Other assets..................................       283      1,044      6,472
                                                --------  ---------   --------
   Total assets...............................  $466,644  $ 952,202   $948,654
                                                ========  =========   ========
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED
                     STOCK
      AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable............................  $ 14,592  $  38,903   $ 27,017
  Accrued expenses............................    94,872     51,977     79,146
  Microwave relocation obligation, current
   portion....................................     6,636     36,122     30,753
  Long-term debt, current portion.............       --       1,361      1,461
  Accrued interest............................     4,491      1,387      2,190
  Deferred revenue............................       --       1,709      2,907
                                                --------  ---------   --------
   Total current liabilities..................   120,591    131,459    143,474
Long-term debt................................   243,385    639,210    649,864
Microwave relocation obligation...............     2,481      2,365      2,365
Accrued expenses and other....................       196      6,541      7,877
                                                --------  ---------   --------
   Total liabilities..........................   366,653    779,575    803,580
                                                --------  ---------   --------
Mandatorily redeemable preferred stock, issued
 255,999, 382,539 and 382,539 shares,
 respectively; and outstanding, 255,215,
 382,539 and 382,539 shares, respectively,
 (liquidation preference $397,309 as of
 March 31, 2000 unaudited)....................   240,409    360,182    367,915
Deferred compensation.........................        (4)       --         --
Treasury stock, 784 shares and none,
 respectively, at cost........................       --         --         --
Preferred stock subscriptions receivable......   (75,914)   (97,001)   (97,001)
                                                --------  ---------   --------
   Total mandatorily redeemable preferred
    stock, net................................   164,491    263,181    270,914
                                                --------  ---------   --------
Commitments and contingencies
Stockholders' equity (deficit):
  Series F preferred stock, par value $.01 per
   share, 10,308,676, 14,912,778 and
   14,912,778 shares issued and outstanding,
   respectively (liquidation preference $1 as
   of March 31, 2000, unaudited)..............       103        149        149
  Common stock, par value $.01 per share
   issued 49,357,658, 85,592,221 and
   87,837,221 shares, respectively; and
   outstanding 48,805,184, 85,592,221 and
   87,837,221 shares, respectively............       493        856        878
  Additional paid-in capital..................       --     267,442    306,011
  Deferred compensation.......................        (7)   (42,811)   (42,189)
  Common stock subscriptions receivable.......       (86)      (191)      (191)
  Treasury stock, 552,474 shares, none and
   none, respectively, at cost................       --         --         --
  Accumulated deficit.........................   (65,003)  (315,999)  (390,498)
                                                --------  ---------   --------
   Total stockholders' equity (deficit).......   (64,500)   (90,554)  (125,840)
                                                --------  ---------   --------
   Total liabilities, mandatorily redeemable
    preferred stock and stockholders' equity
    (deficit).................................  $466,644  $ 952,202   $948,654
                                                ========  =========   ========
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-3
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                    ($ in thousands, except per share data)

<TABLE>
<CAPTION>
                                                             For the three months
                           For the year ended December               ended
                                       31,                         March 31,
                          --------------------------------  ------------------------
                            1997       1998        1999        1999         2000
                          --------  ----------  ----------  -----------  -----------
                                                            (unaudited)  (unaudited)
<S>                       <C>       <C>         <C>         <C>          <C>
Revenue:
  Service...............  $    --   $      --   $   41,319  $      504   $   36,937
  Roaming...............       --           29      29,010       1,878       11,452
  Equipment.............       --          --       17,353       1,858        7,057
                          --------  ----------  ----------  ----------   ----------
    Total revenue.......       --           29      87,682       4,240       55,446
                          --------  ----------  ----------  ----------   ----------
Operating expenses:
  Cost of revenue.......       --          --       39,259       2,684       19,026
  Operations and
   development
   (including non cash
   stock compensation of
   $0, $0, $1,472 and
   $207 (unaudited),
   respectively)........       --        9,772      35,979       7,702       10,966
  Selling and marketing
   (including non cash
   stock compensation of
   $0, $0, $937 and $132
   (unaudited),
   respectively)........       304       6,325      71,180       7,855       34,625
  General and
   administrative
   (including non cash
   stock compensation of
   $0, $0, $29,408 and
   $4,738 (unaudited),
   respectively)........     2,637      26,239      92,585      10,179       27,276
  Depreciation and
   amortization.........        11       1,584      55,110       2,764       23,468
                          --------  ----------  ----------  ----------   ----------
    Total operating
     expenses...........     2,952      43,920     294,113      31,184      115,361
                          --------  ----------  ----------  ----------   ----------
    Operating loss......    (2,952)    (43,891)   (206,431)    (26,944)     (59,915)
Other (income) expense:
  Interest expense......       396      11,934      51,313       6,320       16,990
  Interest income.......       (13)     (4,697)     (6,464)     (1,041)      (2,384)
  Other expense
   (income).............       --           27        (284)         70          (22)
                          --------  ----------  ----------  ----------   ----------
    Net loss............    (3,335)    (51,155)   (250,996)    (32,293)     (74,499)
Accretion of mandatorily
 redeemable
 preferred stock........      (726)     (8,567)    (24,124)     (4,267)      (7,733)
                          --------  ----------  ----------  ----------   ----------
    Net loss
     attributable to
     common equity......  $ (4,061) $  (59,722) $ (275,120) $  (36,560)  $  (82,232)
                          ========  ==========  ==========  ==========   ==========
Net loss attributable to
 common equity per
 share--basic and
 diluted................  $(111.74) $    (2.19) $    (3.58) $    (0.62)  $    (0.83)
                          ========  ==========  ==========  ==========   ==========
Weighted average common
 equity shares
 outstanding--basic and
 diluted................    36,340  27,233,786  76,895,391  59,037,842   99,556,975
                          ========  ==========  ==========  ==========   ==========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-4
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                                ($ in thousands)

<TABLE>
<CAPTION>
                      Series F                                                    Common
                   Preferred Stock    Common Stock     Additional                  stock     Treasury stock
                  ----------------- ------------------  Paid-in     Deferred   Subscriptions ---------------- Accumulated
                    Shares   Amount   Shares    Amount  capital   Compensation  Receivable    Shares   Amount   Deficit
                  ---------- ------ ----------  ------ ---------- ------------ ------------- --------  ------ -----------
<S>               <C>        <C>    <C>         <C>    <C>        <C>          <C>           <C>       <C>    <C>
Balance,
 December 31,
 1996...........         --   $--       43,124   $  2   $    --     $    --        $ --           --    $--    $    (814)
Issuance of
 common stock
 for cash.......         --    --        6,875    --         --          --          --           --     --          --
Accretion of
 mandatorily
 redeemable
 preferred
 stock..........         --    --          --     --         --          --          --           --     --         (726)
Noncash
 redemption of
 equity
 interests......         --    --      (30,664)    (1)       --          --          --           --     --          --
Net loss........         --    --          --     --         --          --          --           --     --       (3,335)
                  ----------  ----  ----------   ----   --------    --------       -----     --------   ----   ---------
Balance,
 December 31,
 1997...........         --    --       19,335      1        --          --          --           --     --       (4,875)
Noncash
 redemption of
 equity
 interests......         --    --      (19,335)    (1)       --          --          --           --     --          --
Issuance of
 preferred and
 common stock
 for cash,
 licenses and
 AT&T
 agreements.....  10,308,676   103  46,262,185    462        --          --          (86)         --     --         (383)
Accretion of
 mandatorily
 redeemable
 preferred
 stock..........         --    --          --     --         --          --          --           --     --       (8,567)
Noncash issuance
 of restricted
 stock to
 employees......         --    --    3,095,473     31        --          (10)        --           --     --          (21)
Repurchase of
 common stock
 for cash.......         --    --          --     --         --            2         --      (552,474)   --           (2)
Compensation
 expense related
 to restricted
 stock awards...         --    --          --     --         --            1         --           --     --          --
Net loss........         --    --          --     --         --          --          --           --     --      (51,155)
                  ----------  ----  ----------   ----   --------    --------       -----     --------   ----   ---------
Balance,
 December 31,
 1998...........  10,308,676   103  49,357,658    493        --           (7)        (86)    (552,474)   --      (65,003)
Issuance of
 preferred stock
 and common
 stock for cash
 and licenses...   4,604,102    46  23,231,331    233     21,550         --         (105)         --     --          --
Issuance of
 common stock in
 initial public
 offering.......         --    --   10,580,000    106    197,211         --          --           --     --          --
Costs associated
 with initial
 public
 offering.......         --    --          --     --      (1,801)        --          --           --     --          --
Deferred
 compensation
 expense related
 to stock option
 grants and
 restricted
 stock awards...         --    --          --     --      73,049     (73,049)        --           --     --          --
Compensation
 expense related
 to stock option
 grants and
 restricted
 stock awards...         --    --          --     --         --       31,817         --           --     --          --
Non-cash
 issuance of
 restricted
 stock..........         --    --    2,423,232     24      1,558      (1,573)        --       959,259    --          --
Repurchase of
 common stock
 for cash.......         --    --          --     --          (1)          1         --      (406,785)   --          --
Accretion of
 mandatorily
 redeemable
 preferred
 stock..........         --    --          --     --     (24,124)        --          --           --     --          --
Net loss........         --    --          --     --         --          --          --           --     --     (250,996)
                  ----------  ----  ----------   ----   --------    --------       -----     --------   ----   ---------
Balance,
 December 31,
 1999...........  14,912,778   149  85,592,221    856    267,442     (42,811)       (191)         --     --     (315,999)
Issuance of
 common stock
 for cash
 (unaudited)....         --    --    2,245,000     22     41,847         --          --           --     --          --
Deferred
 compensation
 expense related
 to stock option
 grants and
 restricted
 stock awards
 (unaudited)....         --    --          --     --       4,455      (4,455)        --           --     --          --
Compensation
 expense related
 to stock option
 grants and
 restricted
 stock awards
 (unaudited)....         --    --          --     --         --        5,077         --           --     --          --
Accretion of
 mandatorily
 redeemable
 preferred stock
 (unaudited)....         --    --          --     --      (7,733)        --          --           --     --          --
Net loss
 (unaudited)....         --    --          --     --         --          --          --           --     --      (74,499)
                  ----------  ----  ----------   ----   --------    --------       -----     --------   ----   ---------
Balance, March
 31, 2000
 (unaudited)....  14,912,778  $149  87,837,221   $878   $306,011    $(42,189)      $(191)         --     --    $(390,498)
                  ==========  ====  ==========   ====   ========    ========       =====     ========   ====   =========
<CAPTION>
                    Total
                  ----------
<S>               <C>
Balance,
 December 31,
 1996...........  $    (812)
Issuance of
 common stock
 for cash.......        --
Accretion of
 mandatorily
 redeemable
 preferred
 stock..........       (726)
Noncash
 redemption of
 equity
 interests......         (1)
Net loss........     (3,335)
                  ----------
Balance,
 December 31,
 1997...........     (4,874)
Noncash
 redemption of
 equity
 interests......         (1)
Issuance of
 preferred and
 common stock
 for cash,
 licenses and
 AT&T
 agreements.....         96
Accretion of
 mandatorily
 redeemable
 preferred
 stock..........     (8,567)
Noncash issuance
 of restricted
 stock to
 employees......        --
Repurchase of
 common stock
 for cash.......        --
Compensation
 expense related
 to restricted
 stock awards...          1
Net loss........    (51,155)
                  ----------
Balance,
 December 31,
 1998...........    (64,500)
Issuance of
 preferred stock
 and common
 stock for cash
 and licenses...     21,724
Issuance of
 common stock in
 initial public
 offering.......    197,317
Costs associated
 with initial
 public
 offering.......     (1,801)
Deferred
 compensation
 expense related
 to stock option
 grants and
 restricted
 stock awards...        --
Compensation
 expense related
 to stock option
 grants and
 restricted
 stock awards...     31,817
Non-cash
 issuance of
 restricted
 stock..........          9
Repurchase of
 common stock
 for cash.......        --
Accretion of
 mandatorily
 redeemable
 preferred
 stock..........    (24,124)
Net loss........   (250,996)
                  ----------
Balance,
 December 31,
 1999...........    (90,554)
Issuance of
 common stock
 for cash
 (unaudited)....     41,869
Deferred
 compensation
 expense related
 to stock option
 grants and
 restricted
 stock awards
 (unaudited)....        --
Compensation
 expense related
 to stock option
 grants and
 restricted
 stock awards
 (unaudited)....      5,077
Accretion of
 mandatorily
 redeemable
 preferred stock
 (unaudited)....     (7,733)
Net loss
 (unaudited)....    (74,499)
                  ----------
Balance, March
 31, 2000
 (unaudited)....  $(125,840)
                  ==========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-5
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                ($ in thousands)

<TABLE>
<CAPTION>
                        For the year ended December 31, For the three months ended
                                                                 March 31,
                        ------------------------------- -----------------------------
                          1997      1998       1999         1999            2000
                         -------  ---------  ---------  -------------   -------------
                                                         (unaudited)     (unaudited)
<S>                      <C>      <C>        <C>        <C>             <C>
Cash flows from
 operating activities:
  Net loss.............. $(3,335) $ (51,155) $(250,996)  $     (32,293)  $    (74,499)
  Adjustment to
   reconcile net loss to
   net cash used in
   operating activities:
   Depreciation and
    amortization........      11      1,584     55,110           2,764         23,468
   Noncash compensation
    expense related to
    stock option grants
    and restricted stock
    awards..............     --           2     31,817             --           5,077
   Noncash interest
    expense.............     134      1,182     32,718             753         11,089
   Bad debt expense.....     --         --       2,962             --           1,661
   Noncash general and
    administrative
    expense charge by
    affiliates..........     --         197        --              --             --
  Changes in cash flow
   from operations
   resulting from
   changes in
   assets and
   liabilities:
   Accounts receivable..     --         --     (23,581)         (3,057)        (7,487)
   Inventory............     --        (778)   (15,024)         (6,923)        (6,513)
   Prepaid expenses and
    other current
    assets..............     (52)    (3,331)      (424)            775           (109)
   Other assets.........     (27)      (256)      (761)           (559)          (347)
   Accounts payable.....     619     11,586     24,808          13,656        (11,886)
   Accrued expenses.....     --       9,145     17,831           5,132         (1,011)
   Accrued interest.....     258      2,046     (3,104)         (1,758)           803
   Deferred revenue.....     --         --       1,709             --           1,198
                         -------  ---------  ---------   -------------   ------------
    Net cash used in
     operating
     activities.........  (2,392)   (29,778)  (126,935)        (21,510)       (58,556)
                         -------  ---------  ---------   -------------   ------------
Cash flows from
 investing activities:
  Expenditures for
   network under
   development, wireless
   network and property
   and equipment........  (1,134)  (107,542)  (298,506)       (112,233)       (52,549)
  Capitalized interest
   on network under
   development and
   wireless network.....     --        (227)    (5,317)         (1,273)          (622)
  Expenditures for
   microwave
   relocation...........     --      (3,340)    (5,654)         (1,187)          (369)
  Purchase of PCS
   licenses.............     --     (21,000)  (114,238)        (17,819)       (12,081)
  Partial refund of
   deposit on PCS
   licenses.............   1,561        --         --              --             --
  Purchase of
   intangibles--AT&T
   agreements...........     --         --     (17,310)            --             --
  Capitalized Tritel
   acquisition costs....     --         --         --              --          (5,081)
                         -------  ---------  ---------   -------------   ------------
    Net cash provided by
     (used in) investing
     activities.........     427   (132,109)  (441,025)       (132,512)       (70,702)
                         -------  ---------  ---------   -------------   ------------
Cash flows from
 financing activities:
  Proceeds from sale of
   mandatorily
   redeemable preferred
   stock................   1,500     26,661     70,323             --             --
  Receipt of preferred
   stock subscription
   receivable...........     --         --       9,414             --             --
  Direct issuance costs
   from sale of
   mandatorily
   redeemable preferred
   stock................     --      (1,027)    (2,500)          3,500            --
  Proceeds from sale of
   common stock and
   series F preferred
   stock................     --          38     21,724             --          41,869
  Proceeds from long-
   term debt............   2,809    257,492    407,635          50,000            --
  Proceeds associated
   with initial public
   offering.............     --         --     197,317             --             --
  Direct issuance cost
   from the initial
   public offering......     --         --      (1,801)            --             --
  Payments on long term
   debt.................     --      (2,073)   (50,451)            --            (335)
  Payments of deferred
   financing costs......     --      (9,110)   (12,742)            --             --
  Net increase in
   amounts due to
   affiliates...........     171       (928)      (362)            --             --
                         -------  ---------  ---------   -------------   ------------
  Net cash provided by
   financing
   activities...........   4,480    271,053    638,557          53,500         41,534
                         -------  ---------  ---------   -------------   ------------
  Net increase in cash
   and cash
   equivalents..........   2,515    109,166     70,597        (100,522)       (87,724)
Cash and cash
 equivalents at the
 beginning of period....      52      2,567    111,733         111,733        182,330
                         -------  ---------  ---------   -------------   ------------
Cash and cash
 equivalents at the end
 of period.............. $ 2,567  $ 111,733  $ 182,330   $      11,211   $     94,606
                         =======  =========  =========   =============   ============
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-6
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
               CONSOLIDATED STATEMENTS OF CASH FLOWS--(Continued)

                                ($ in thousands)

<TABLE>
<CAPTION>
                                                                  For the three
                                                                   months ended
                                 For the year ended December 31,    March 31,
                                 -------------------------------- --------------
                                   1997       1998        1999     1999   2000
                                 --------------------- ---------- ------ -------
                                                                   (unaudited)
<S>                              <C>       <C>         <C>        <C>    <C>
Supplemental disclosure of cash
 flow Information:
  Cash paid for income taxes...  $     --  $       --  $      --  $  --  $   --
  Cash paid for interest.......        --        9,786     24,342    --    5,187
Supplemental disclosure of non-
 cash investing and financing
 activities:
  Network under development and
   microwave relocation costs
   included in accounts payable
   and accrued expenses........      2,485      98,092     32,424    825  61,473
  Issuance of mandatorily
   redeemable preferred stock
   and preferred stock in
   exchange for PCS licenses
   and AT&T agreements.........        --      100,900      2,674    --      --
  Issuance of mandatorily
   redeemable preferred stock
   and common stock in exchange
   for stock subscriptions
   receivable..................        --       76,000     27,191    --      --
  U.S. Government financing of
   PCS licenses................      9,193         --      11,551    --      --
  Discount on U.S. Government
   financing...................      1,600         --       1,631    --      --
  Conversion of notes payable
   to stockholders into
   preferred stock.............        499      25,300        --     --      --
  Accretion of preferred stock
   dividends...................        726       8,567     24,124    104   7,733
  Redemption of equity
   interests...................      6,370         --         --     --      --
  Distribution of net assets to
   affiliates..................      3,645         --         --     --      --
  Notes payable to affiliates..      2,725         --         --     --      --
  Capitalized interest.........  $     131 $     2,055 $    5,409 $2,604 $   622
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-7
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    ($ in thousands, except per share data)


1. Organization and Business

   TeleCorp Holding Corp., Inc. (Holding) was incorporated in the State of
Delaware on July 29, 1996 (date of inception). Holding was formed to
participate in the Federal Communications Commission's (FCC) Auction of F-Block
Personal Communications Services (PCS) licenses (the Auction) in April 1997.
Holding successfully obtained licenses in the New Orleans, Memphis, Beaumont,
Little Rock, Houston, Tampa, Melbourne and Orlando Basic Trading Areas (BTAs).
Holding qualifies as a Designated Entity and Very Small Business under Part 24
of the rules of the FCC applicable to broadband PCS.

   In April 1997, Holding entered into an agreement to transfer the PCS
licenses for the Houston, Tampa, Melbourne and Orlando BTAs to four newly-
formed entities created by Holding's existing stockholder group: THC of
Houston, Inc.; THC of Tampa, Inc.; THC of Melbourne, Inc.; and THC of Orlando,
Inc. These licenses were transferred along with the related operating assets
and liabilities in exchange for investment units consisting of Class A, B and C
common stock and Series A preferred stock in August 1997.

   TeleCorp PCS, Inc. (TeleCorp) was incorporated in the State of Delaware on
November 14, 1997 by the controlling stockholders of Holding. TeleCorp is the
exclusive provider of wireless mobility services using equal emphasis co-
branding with AT&T in its licensed regions in connection with a strategic
alliance with AT&T Wireless and its affiliates (collectively AT&T). Upon
finalization of the AT&T Transaction, Holding became a wholly-owned subsidiary
of TeleCorp (see Note 9). TeleCorp and Holding are hereafter referred to as the
Company.

   TeleCorp PCS, Inc. is the largest AT&T Wireless affiliate in the United
States in terms of licensed population, with licenses covering markets where
approximately 16.7 million people reside. The Company provides wireless
personal communication services, or PCS, in selected markets in the south-
central and northeast United States and in Puerto Rico, encompassing eight of
the 100 largest metropolitan areas in the United States.

   Under the terms of the AT&T strategic alliance, the Company is AT&T's
exclusive provider of wireless mobility services in the eight covered markets,
using equal emphasis co-branding with AT&T subject to AT&T's right to resell
services on the Company's network. The Company has the right to use the AT&T
brand name and logo together with the SunCom brand name and logo, giving equal
emphasis to each in its covered markets. The Company is AT&T's preferred
roaming partner for digital customers in the Company's markets. Additionally,
the Company's relationship with AT&T provides coast-to-coast coverage to
TeleCorp customers.

2. Summary of Significant Accounting Policies

 Unaudited Interim Financial Information

   The unaudited consolidated statements of operations, changes in
stockholders' equity (deficit) and cash flows for the three months ended March
31, 1999 and 2000, the unaudited consolidated balance sheet as of March 31,
2000, and related footnotes, have been prepared in accordance with generally
accepted accounting principles for interim financial information and Article 10
of Regulation S-X. In the opinion of management, the interim data includes all
adjustments (consisting of only normal recurring adjustments) necessary for a
fair statement of the results for the interim period.

 Basis of Presentation

   Holding was formed to explore various business opportunities in the wireless
telecommunications industry. TeleCorp was formed to continue the activity of
Holding through its strategic alliance with AT&T. For purposes

                                      F-8
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

of the accompanying financial statements, Holding has been treated as a
"predecessor" entity. Therefore, the financial statements for the year ended
December 31, 1997 include the historical financial information of Holding, the
predecessor entity. The financial statements as of and for the year ended
December 31, 1998 and for all periods thereafter, include the historical
financial information of Holding and TeleCorp. The Chief Executive Officer and
President of Holding maintain the positions of Chief Executive Officer and
Executive Vice President and Chief Financial Officer, respectively, of
TeleCorp. In addition, these officers own a majority of the voting stock of
TeleCorp and, prior to the finalization of the AT&T Transaction, owned a
majority of the voting stock of Holding. As a result of this relationship,
certain financing relationships and the similar nature of business activities,
Holding and TeleCorp were considered companies under common control.

 Risks and Uncertainties

   The Company expects to continue to incur significant operating losses and to
generate negative cash flow from operating activities for at least the next
several years while it constructs its network and develops its customer base.
The Company's ability to eliminate operating losses and to generate positive
cash flow from operations in the future will depend upon a variety of factors,
many of which it is unable to control. These factors include: (1) the cost of
constructing its network, (2) changes in technology, (3) changes in
governmental regulations, (4) the level of demand for wireless communications
services, (5) the product offerings, pricing strategies and other competitive
factors of the Company's competitors and (6) general economic conditions. If
the Company is unable to implement its business plan successfully, it may not
be able to eliminate operating losses, generate positive cash flow or achieve
or sustain profitability which would materially adversely affect its business,
operations and financial results as well as its ability to make payments on its
debt obligations.

 Consolidation

   The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries, which includes TeleCorp Communications,
Inc., TeleCorp LLC and Holding. All intercompany accounts and transactions have
been eliminated in consolidation.

 Development Stage Company

   Prior to January 1, 1999, the Company's activities principally were planning
and participation in the Auction, initiating research and development,
conducting market research, securing capital and developing its proposed
service and network. Since the Auction, the Company has been relying on the
borrowing of funds and the issuance of common and preferred stock rather than
recurring revenues, for its primary sources of cash flow. Accordingly, the
Company's financial statements for all periods prior to January 1, 1999 were
presented as a development stage enterprise, as prescribed by Statement of
Financial Accounting Standards No. 7, "Accounting and Reporting by Development
Stage Enterprises." In the first quarter of 1999, the Company commenced
operations and began providing wireless mobility services for its customers. As
a result, the Company exited the development stage in the quarter ended March
31, 1999.

 Fair Value of Financial Instruments

   The Company believes that the carrying amount of its financial instruments
approximate fair value.

 Use of Estimates

   The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and

                                      F-9
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

liabilities and disclosure of contingent assets and liabilities on the date of
the financial statements and the reported amounts of expenses during the
reporting period. Actual results could differ from those estimates.

 Concentration of Credit Risk

   Financial instruments that potentially subject the Company to concentrations
of credit risk consist primarily of cash, cash equivalents and accounts
receivable. The Company sells products and services to various customers
throughout many regions in the United States and Puerto Rico. The Company
routinely assesses the strength of its customers and maintains allowances for
anticipated losses.

   For the years ended December 31, 1997, 1998, 1999 and the three months ended
March 31, 2000 and 1999, no one customer accounted for 10% or more of total
revenues or accounts receivable.

 Cash Equivalents

   The Company considers all highly liquid instruments with a maturity from
purchase date of three months or less to be cash equivalents. Cash equivalents
consist of overnight sweep accounts and U.S. Treasury obligations.

 Inventory

   Inventory, consisting of handsets and accessories, is valued at the lower of
average cost or market and is recorded net of an allowance for obsolescence, if
required.

 Property and Equipment and Network Under Development

   Property and equipment are recorded at cost and depreciation is computed
using the straight-line method over the following estimated useful lives:

<TABLE>
   <S>                              <C>
   Computer equipment.............. 3 to 5 years
   Network under development and
    wireless network............... 5 to 10 years upon commencement of service
   Internal use software........... 3 years
   Furniture, fixtures and office
    equipment...................... 5 years
   Leasehold improvements.......... Lesser of useful life or lease term
</TABLE>

   Expenditures for repairs and maintenance are charged to operations when
incurred. Gains and losses from disposals, if any, are included in the
statements of operations. Network under development includes all costs related
to engineering, cell site acquisition, site development, interest expense and
other development costs being incurred to ready the Company's wireless network
for use.

   Internal and external costs incurred to develop the Company's billing,
financial systems and other internal applications during the application
development stage are capitalized as internal use software. All costs incurred
prior to the application development stage are expensed as incurred. Training
costs and all post implementation internal and external costs are expensed as
incurred.

 PCS Licenses and Microwave Relocation Costs

   PCS licenses include costs incurred, including capitalized interest related
to the U.S. Government financing, to acquire FCC licenses in the 1850-1990 MHz
radio frequency band. Interest capitalization on the U.S. Government financing
began when the activities necessary to get the Company's network ready for its

                                      F-10
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

intended use were initiated and concluded when the wireless networks were ready
for intended use. The PCS licenses are issued conditionally for ten years.
Historically, the FCC has granted license renewals providing the licensees have
complied with applicable rules, policies and the Communications Act of 1934, as
amended. The Company believes it has complied with and intends to continue to
comply with these rules and policies.

   As a condition of each PCS license, the FCC requires each license-holder to
relocate existing microwave users (Incumbents) within the awarded spectrum to
microwave frequencies of equal capacity. Microwave relocation costs include the
actual and estimated costs incurred to relocate the Incumbent's microwave links
affecting the Company's licensed frequencies.

   The Company began amortizing the cost of the PCS licenses, microwave
relocation costs, and capitalized interest in March 1999, when PCS services
commenced in certain BTAs. Amortization is calculated using the straight-line
method over 40 years.

 Intangible assets--AT&T Agreements

   The AT&T Agreements consist of the fair value of various agreements with
AT&T exchanged for mandatorily redeemable preferred stock and Series F
preferred stock (see Notes 9 and 10). The AT&T Agreements are amortized on a
straight-line basis over the related contractual terms, which range from three
to ten years.

 Long-Lived Assets

   The Company periodically evaluates the recoverability of the carrying value
of property and equipment, network under development, intangible assets, PCS
licenses and microwave relocation costs. The Company considers historical
performance and anticipated future results in its evaluation of potential
impairment. Accordingly, when indicators of impairment are present, the Company
evaluates the carrying value of these assets in relation to the operating
performance of the business and future and undiscounted cash flows expected to
result from the use of these assets. Impairment losses are recognized when the
sum of the present value of expected future cash flows are less than the
assets' carrying value. No such impairment losses have been recognized to date.

 Deferred Financing Costs

   Deferred finance costs are capitalized and amortized as a component of
interest expense over the term of the related debt.

 Revenue Recognition

   The Company earns revenue by providing wireless mobility services to both
its subscribers and subscribers of other wireless carriers traveling in the
Company's service area, as well as sale of equipment and accessories.

   Wireless mobility services revenue consists of monthly recurring and non-
recurring charges for local, long distance, roaming and airtime used in excess
of pre-subscribed usage. Generally, access fees, airtime roaming and long
distance charges are billed monthly and are recognized when service is
provided. Prepaid service revenue is collected in advance, recorded as deferred
revenue, and recognized as service is provided.

   Roaming revenue consists of the airtime and long distance charged to the
subscribers of other wireless carriers for use of the Company's network while
traveling in the Company's service area and is recognized when the service is
provided.

                                      F-11
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)


   Equipment revenue is recognized upon delivery of the equipment to the
customer and when future obligations are no longer significant.

 Advertising Costs

   The Company expenses production costs of print, radio and television
advertisements and other advertising costs as such costs are incurred.

 Income Taxes

   The Company accounts for income taxes in accordance with the liability
method. Deferred income taxes are recognized for tax consequences in future
years for differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year-end, based on enacted laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established, when
necessary, to reduce net deferred tax assets to the amount expected to be
realized. The provision for income taxes consists of the current tax provision
and the change during the period in deferred tax assets and liabilities.

 Accounting for Stock-Based Compensation

   SFAS No. 123, "Accounting for Stock-Based Compensation", requires disclosure
of the fair value method of accounting for stock options and other equity
instruments. Under the fair value method, compensation cost is measured at
grant date based on the fair value of the award and is recognized over the
service period which is usually the vesting period. The Company has chosen,
under provisions of SFAS No. 123, to continue to account for employee stock-
based compensation under Accounting Principles Board (APB) No. 25, "Accounting
for Stock Issued to Employees". The Company discloses in Note 11 to the
financial statements the pro forma net loss and the pro forma basic and diluted
net loss per share as if the Company had applied the method of accounting
prescribed by SFAS No. 123.

   The Company periodically issues restricted stock awards and stock option
grants to its employees. Upon reaching a measurement date, the Company records
deferred compensation equal to the difference between the strike price and the
estimated fair value of the stock award. Deferred compensation is amortized to
compensation expense over the related vesting period.

 Interest Rate Swaps

   The Company uses interest rate swaps to hedge the effects of fluctuations in
interest rates from their Senior Credit Facility (see Note 8). These
transactions meet the requirements for hedge accounting, including designation
and correlation. The interest rate swaps are managed in accordance with the
Company's policies and procedures. The Company does not enter into these
transactions for trading purposes. The resulting gains or losses, measured by
quoted market prices, are accounted for as part of the transactions being
hedged, except that losses not expected to be recovered upon the completion of
hedged transactions are expensed. Gains or losses associated with interest rate
swaps are computed as the difference between the interest expense per the
amount hedged using the fixed rate compared to a floating rate over the term of
the swap agreement.

 Net Loss Attributable to Common Equity Per Share

   The Company computes net loss attributable to common equity per share in
accordance with SFAS No. 128, "Earnings Per Share", and SEC Staff Accounting
Bulletin No. 98 (SAB 98). Under the provisions of SFAS No. 128 and SAB 98,
basic net loss attributable to common equity per share is computed by dividing
the

                                      F-12
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

net loss attributable to common equity for the period by the weighted average
number of common equity shares outstanding during the period. The weighted
average number of common shares outstanding includes the Series F Preferred
Stock, which is a participating stock and has no preferential rights over
Common Stock, and all classes of Common Stock. Diluted net loss attributable to
common equity per share is computed by dividing the net loss attributable to
common equity for the period by the weighted average number of common and
dilutive common equivalent shares outstanding during the period. As the Company
had a net loss attributable to common equity in each of the periods presented,
basic and diluted net loss attributable to common equity per share are the
same.


 Segment Reporting

   The Company presently operates in a single business segment as a provider of
wireless mobility services in its licensed regions primarily in the south-
central and northeastern United States and Puerto Rico. The Company operates in
various MTAs including New Orleans, LA, Memphis, TN, Little Rock, AR, Boston,
MA and San Juan, Puerto Rico.

 Reclassifications

   Certain amounts in the 1997, 1998, and 1999 consolidated financial
statements have been reclassified to conform with the presentations of the
consolidated financial statements as of and for the three months ended March
31, 2000.

 Recently Issued Accounting Standards

   In July 1999, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 137, "Deferral of the Effective
Date of FAS 133" which defers the effective date of SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities." SFAS 133 is effective for
all fiscal quarters of fiscal years beginning after June 30, 2000. The Company
is in the process of determining the effect of adopting this standard.

   In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin (SAB) Number 101, "Revenue Recognition in Financial
Statements." This bulletin will become effective for the Company for the
quarter ended June 30, 2000. This bulletin establishes more clearly defined
revenue recognition criteria than previously existing accounting
pronouncements, and specifically addresses revenue recognition requirements for
nonrefundable fees, such as activation fees, collected by a company upon
entering into an arrangement with a customer, such as an arrangement to provide
telecommunications services. The Company is currently evaluating the full
impact of this bulletin to determine the impact on its financial position and
results of operations.

3. Accounts Receivable

   Accounts receivables consists of the following:

<TABLE>
<CAPTION>
                                                       December 31,
                                                       ------------   March 31,
                                                       1998  1999       2000
                                                       ---- -------  -----------
                                                                     (unaudited)
   <S>                                                 <C>  <C>      <C>
   Accounts receivable................................ $--  $26,203    $33,985
   Allowance for doubtful accounts....................  --   (2,622)    (2,917)
                                                       ---- -------    -------
                                                       $--  $23,581    $31,068
                                                       ==== =======    =======
</TABLE>

   Bad debt expense for the year ended December 31, 1999 and the three months
ended March 31, 2000 was $2,962 and $1,661 (unaudited), respectively.

                                      F-13
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)


4. Inventory

   Inventory consists of the following:

<TABLE>
<CAPTION>
                                                  December 31,
                                                ------------------   March 31,
                                                  1998      1999       2000
                                                --------  --------  -----------
                                                                    (unaudited)
   <S>                                          <C>       <C>       <C>
   Handsets.................................... $    778  $ 15,090   $ 21,395
   Accessories.................................      --        712        920
                                                --------  --------   --------
   Total inventory............................. $    778  $ 15,802   $ 22,315
                                                ========  ========   ========

5. Property and Equipment

   Property and equipment consists of the following:

<CAPTION>
                                                  December 31,
                                                ------------------   March 31,
                                                  1998      1999       2000
                                                --------  --------  -----------
                                                                    (unaudited)
   <S>                                          <C>       <C>       <C>
   Wireless network............................ $    --   $364,491   $439,718
   Network under development...................  170,886    21,758     22,543
   Computer equipment..........................   10,115    16,888     17,940
   Internal use software.......................   11,161    21,648     22,898
   Leasehold improvements......................    3,205    12,011     13,358
   Furniture, fixtures and office equipment....    2,924    10,855     12,792
   Land........................................      --         49         49
                                                --------  --------   --------
                                                 198,291   447,700    529,298
   Accumulated depreciation....................     (822)  (47,250)   (67,556)
                                                --------  --------   --------
                                                $197,469  $400,450   $461,742
                                                ========  ========   ========

   Depreciation expense for the years ended December 31, 1997, 1998, 1999 and
the three months ended March 31, 2000 was $11, $811, $46,428 and $20,306
(unaudited), respectively.

6. PCS Licenses and Microwave Relocation Costs

   PCS licenses, microwave relocation costs, and capitalized interest consist
of the following:

<CAPTION>
                                                  December 31,
                                                ------------------   March 31,
                                                  1998      1999       2000
                                                --------  --------  -----------
                                                                    (unaudited)
   <S>                                          <C>       <C>       <C>
   PCS licenses................................ $104,737  $221,650   $233,720
   Microwave relocation costs..................   12,457    47,835     42,835
   Capitalized interest........................      913     1,005      1,005
                                                --------  --------   --------
                                                 118,107   270,490    277,560
   Accumulated amortization....................      --     (2,808)    (4,164)
                                                --------  --------   --------
                                                $118,107  $267,682   $273,396
                                                ========  ========   ========
</TABLE>

                                      F-14
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

   Amortization expense related to PCS licenses, its related capitalized
interest, and microwave relocation costs for the years ended December 31, 1997,
1998, 1999 and the three months ended March 31, 2000 was $0, $0, $2,808 and
$1,356 (unaudited), respectively.

7. Accrued Expenses

   Accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                     December 31,
                                                   -----------------  March 31,
                                                     1998     1999      2000
                                                   -------- -------- -----------
                                                                     (unaudited)
   <S>                                             <C>      <C>      <C>
   Property and equipment......................... $ 85,635 $ 32,725  $ 50,414
   Sales taxes....................................      --     8,263    11,908
   Merger costs...................................      --       --      3,925
   Bonuses and vacation...........................    2,386    6,079     2,548
   Selling and marketing..........................      347    3,496     5,421
   Other..........................................    6,700    7,955    12,807
                                                   -------- --------  --------
                                                     95,068   58,518    87,023
   Less: non-current portion......................      196    6,541     7,877
                                                   -------- --------  --------
                                                   $ 94,872 $ 51,977  $ 79,146
                                                   ======== ========  ========

8. Long-term Debt

   Long-term debt consists of the following:

<CAPTION>
                                                     December 31,
                                                   -----------------  March 31,
                                                     1998     1999      2000
                                                   -------- -------- -----------
                                                                     (unaudited)
   <S>                                             <C>      <C>      <C>
   Senior subordinated discount notes............. $    --  $354,291  $364,341
   Senior credit facilities.......................  225,000  225,000   225,000
   Lucent notes payable...........................   10,460   43,504    44,426
   U.S. Government financing......................    7,925   17,776    17,558
                                                   -------- --------  --------
                                                    243,385  640,571   651,325
   Less: current portion..........................      --     1,361     1,461
                                                   -------- --------  --------
                                                   $243,385 $639,210  $649,864
                                                   ======== ========  ========
</TABLE>

 Senior Subordinated Discount Notes

   On April 23, 1999, the Company completed the issuance and sale of 11 5/8%
Senior Subordinated Discount Notes (the Notes) with an aggregate principal
amount at maturity of $575,000. The total gross proceeds from the sale of the
Notes were $327,635. Offering expenses consisting of underwriting, printing,
legal and accounting fees totaled $10,999. The Notes mature April 15, 2009,
unless previously redeemed by the Company. As interest accrues, it will be
added to the principal as an increase to interest expense and the carrying
value of the Notes until April 15, 2004. The Company will begin paying interest
semi-annually beginning October 15, 2004. The Notes are not collateralized. The
Notes are subordinate to all of the Company's existing and future senior debt
and ranks equally with all other senior subordinated debt, and ranks senior to
all of the Company's existing and future subordinated debt. The Notes are
guaranteed by the

                                      F-15
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

Company's wholly owned subsidiary, TeleCorp Communications, Inc. (see Note 19).
As of December 31, 1999 and March 31, 2000 accrued interest added to the
principal was $26,656 and $10,049 (unaudited), respectively. In October 1999,
the Company registered the Notes with the Securities and Exchange Commission to
become publicly traded securities. Offering expenses totaled $917 and are
accounted for as debt issuance costs.

 Senior Credit Facilities

   In July 1998, the Company entered into a credit facility (the Senior Credit
Facility) with a group of commercial lenders, under which the Company may
borrow up to $525,000, in the aggregate, consisting of (i) up to $150,000 in
revolving loans (the Senior Revolving Credit Facility) with a maturity date of
January 2007, (ii) a $150,000 term loan (the Tranche A Term Loan) with a
maturity date of January 2007, and (iii) a $225,000 term loan (the Tranche B
Term Loan) with a maturity date of January 2008. In October 1999, the Company
entered into amendments to increase the amount of credit available to $560,000.
A total of $225,000 of indebtedness from the Tranche B Term Loan was
outstanding as of December 31, 1998, 1999 and March 31, 2000. The Senior Credit
Facility also provides for an uncommitted $75,000 senior term loan (the
Expansion Facility) with a maturity date of January 2008.

   Beginning in September 2002, principal repayments will be made in 18
quarterly installments for the Tranche A Term Loan and 22 quarterly
installments for the Tranche B Term Loan. Quarterly principal repayments for
the Tranche A Term Loan are as follows: first six, $3,750; next four, $9,375;
last eight, $11,250. Quarterly principal repayments for the Tranche B Term Loan
are as follows: first 18, $562, last four, $53,721. Interest payments on the
senior credit facility are made quarterly. The Senior Credit Facility contains
a prepayment provision whereby certain amounts borrowed must be repaid upon the
occurrence of certain specified events.

   The commitment to make loans under the Tranche A Term loan will terminate in
July 2001, or earlier if elected by the Company. Beginning in April 2005, the
commitment to make loans under the Senior Revolving Credit Facility will be
permanently reduced on a quarterly basis through April 2007 as follows: first
four reductions, $12,500; last four reductions $25,000. The unpaid principal on
the Senior Revolving Credit Facility is due January 2007. In July 2000, if the
undrawn portion of the Tranche A Term Loan exceeds $50,000 the amount of the
Tranche A Term Loan will be automatically reduced by such excess.

   The interest rate applicable to the Senior Credit Facility is based on, at
the Company's option, (i) LIBOR (Eurodollar Loans) plus the Applicable Margin,
as defined, or (ii) the higher of the administrative agent's prime rate or the
Federal Funds Effective Rate (ABR Loans), plus the Applicable Margin, as
defined. The Applicable Margin for Eurodollar Loans will range from 125 to 325
basis points based upon certain events by the Company, as specified. The
Applicable Margin for ABR Loans will range from 25 to 225 basis points based
upon certain events by the Company, as specified. At December 31, 1998, the
interest rate applicable to the Tranche B Term Loan was 8.75% and interest
incurred for the year ended December 31, 1998 was $9,210 of which $7,710 was
expensed and $1,500 was capitalized. At December 31, 1999, the interest rate
applicable to the Tranche B Term Loan was 9.12%, and for the year ended December
31, 1999 interest incurred on the Tranche B Term Loan was $19,110 of which
$13,793 was expensed and $5,317 was capitalized. At March 31, 2000, the interest
rate applicable to the Tranche B Term Loan was 9.12%, and for the three months
ended March 31, 2000 interest incurred on the Tranche B Term Loan was $4,576
(unaudited) of which $3,954 (unaudited) was expensed and $622 (unaudited) was
capitalized.

   The loans from the Senior Credit Facility are subject to an annual
commitment fee which ranges from 0.50% to 1.25% of the available portion of the
Tranche A Term Loan and the Senior Revolving Credit Facility.

                                      F-16
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

The Company has expensed $3,306, $3,817 and $954 (unaudited) for the year ended
December 31, 1998, 1999 and the three months ended March 31, 2000,
respectively, related to these bank commitment fees. The Senior Credit Facility
requires the Company to purchase interest rate hedging contracts covering
amounts equal to at least 50% of the total amount of the outstanding
indebtedness of the Company. As of December 31, 1998, 1999 and March 31, 2000,
the Company hedged 100% of its outstanding indebtedness of $225,000 to take
advantage of favorable interest rate swaps. The six outstanding interest rate
swap contracts fix LIBOR at annual interest rates from 5.20% to 5.26%. The
contracts mature in September of 2003.

   Initially, borrowings under the Senior Credit Facility are subject to a
maximum Senior Debt to Total Capital ratio, as defined, of 50%. This ratio has
been increased to 55% because certain specified operating benchmarks have been
achieved. In addition, the Company must comply with certain financial and
operating covenants. The financial covenants include various debt to equity,
debt to EBITDA, interest coverage, and fixed charge coverage ratios, as defined
in the Senior Credit Facility. The operating covenants include minimum
subscribers, minimum aggregate service revenue, minimum coverage of population
and maximum capital expenditure thresholds. As of December 31, 1998, 1999, and
March 31, 2000 the Company was in compliance with these covenants.

   The Company may utilize the Expansion Facility as long as the Company is not
in default of the Senior Credit Facility and is in compliance with each of the
financial covenants. However, none of the lenders are required to participate
in the Expansion Facility.

   The Senior Credit Facility is collateralized by substantially all of the
assets of the Company. In addition, the Senior Credit Facility has been
guaranteed by the Company's subsidiaries and shall be guaranteed by
subsequently acquired or organized domestic subsidiaries of the Company.

 Lucent Notes Payable

   In May 1998, the Company entered into a Note Purchase Agreement (the Lucent
Note Agreement) with Lucent Technologies, Inc. (Lucent) which provides for the
issuance of increasing rate 8.5% Series A (the Series A Notes) and 10.0% Series
B (the Series B Notes) junior subordinated notes (the Subordinated Notes) with
an aggregate face value of $80,000. The aggregate face value of the
Subordinated Notes shall decrease dollar for dollar, upon the occurrence of
certain events as defined in the Lucent Note Agreement. The proceeds of the
Subordinated Notes are to be used to develop the Company's network in certain
designated areas. As of December 31, 1998, 1999 and March 31, 2000 the Company
had $10,460, $43,504 and $44,426 (unaudited), respectively outstanding under
the Series A Notes. During the year ended December 31, 1999, the Company
borrowed and repaid $40,000 on the Lucent Series B Notes plus $228 of accrued
interest. Interest expense for the years ended December 31, 1998, 1999 and the
three months ended March 31, 2000 was $460, $3,044, and $921 (unaudited),
respectively.

   The Series A and Series B Notes will not amortize and will have a maturity
date six months after the final maturity of the Company's high yield debt
offering, but in no event later than May 1, 2012. The Series A Notes will have
a mandatory redemption at par plus accrued interest from the proceeds of a
subsequent equity
offering to the extent the net proceeds exceed an amount identified in the
Lucent Note Agreement. If the Series A Notes and Series B Notes are not
redeemed in full by January 2001 and January 2000, respectively, the interest
rate on each note will increase by 1.5% per annum on January 1. However, the
interest rate applicable to the Subordinated Notes shall not exceed 12.125%.
Interest payable on the Series A Notes and the Series B Notes on or prior to
May 11, 2004 shall be payable in additional Series A and Series B Notes.
Thereafter, interest shall be paid in arrears in cash on each six month and
yearly anniversary of the Series A

                                      F-17
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

and Series B closing date or, if cash interest payments are prohibited under
the Senior Credit Facility and/or the Senior Subordinated Discount Notes, in
additional Series A and Series B Notes. As of December 31, 1998, 1999 and March
31, 2000 interest accrued under the Series A Notes of $460, $3,504 and $4,426
(unaudited), respectively has been included in long-term debt.

   The Company may redeem the Subordinated Notes held by Lucent or any of its
affiliates at any time. The Series A Notes that are not held by Lucent or any
of its affiliates may be redeemed by the Company prior to May 2002 and after
May 2007. The Series B Notes that are not held by Lucent or any of its
affiliates may be redeemed by the Company prior to May 2000 and after May 2005.
Any redemption after May 2007, in the case of the Series A Notes, and May 2005,
in the case of the Series B Notes, shall be subject to an interest rate
premium, as specified. All of the outstanding notes under the Lucent Note
Agreement as of December 31, 1998 and 1999 are held by Lucent. The Company must
comply with certain operating covenants. As of December 31, 1998, 1999 and
March 31, 2000, the Company was in compliance with these operating covenants.

   In October 1999, the Company entered into an amended and restated note
purchase agreement with Lucent for the issuance of up to $12,500 of new series
A notes and up to $12,500 of new series B notes under a vendor expansion
facility in connection with prior acquisitions of licenses in certain markets.
The terms of these notes issued under these facilities are identical to the
original Lucent series A and series B notes.

   In addition, pursuant to the amended and restated note purchase agreement,
Lucent has agreed to make available up to an additional $50.0 million of new
vendor financing not to exceed an amount equal to 30% of the value of
equipment, software and services provided by Lucent in connection with any
additional markets the Company acquires. This $50.0 million of availability is
subject to a reduction up to $20.0 million on a dollar for dollar basis of any
additional amounts Lucent otherwise lends to the Company for such purposes
under the Company's senior credit facilities. Any notes purchased under this
facility would be divided equally between Lucent series A and series B notes.
The terms of Lucent series A and series B notes issued under these expansion
facilities would be identical to the terms of the original Lucent series A and
series B notes as amended, including a maturity date of October 23, 2009.

   In addition, any Lucent series B notes issued under the vendor expansion
facility will mature and will be subject to mandatory prepayment on a dollar
for dollar basis out of the net proceeds of any future public or private
offering or sale of debt securities, exclusive of any private placement of
notes issued to finance any additional markets and borrowings under the senior
credit facilities or any replacement facility.

 U.S. Government financing

   As of December 31, 1998, 1999 and March 31, 2000 the Company owes the U.S.
Government $9,192, $20,247 and $19,957 (unaudited) less a discount of $1,268,
$2,471 and $2,399 (unaudited) respectively, for the acquisition of PCS
licenses.

   The terms of the notes related to the PCS licenses in New Orleans, Memphis,
Beaumont and Little Rock obtained during the 1997 F-Block auction include: an
interest rate of 6.25%, quarterly interest payments which commenced in July
1998 and continue for the one year thereafter, then quarterly principal and
interest payments for the remaining nine years. The promissory notes are
collateralized by the underlying PCS licenses.

   During the year ended December 31, 1999, the Company completed the
acquisition of additional PCS licenses from Digital PCS, LLC and Wireless 2000,
Inc. (see Note 10). As part of these acquisitions, the Company assumed
additional U.S. Government financing with the FCC amounting to $11,551, less a
discount

                                      F-18
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

of $1,631. The terms of the notes include an interest rate of 6.125% for notes
assumed from Digital PCS, LLC and 7.00% for notes assumed from Wireless 2000,
Inc., quarterly interest payments for a two-year period and then quarterly
principal and interest payments for the remaining eight years.

   The notes were discounted using management's best estimate of the prevailing
market interest rate at the time of issuance of 10.25%.

   In connection with entering into the senior credit facilities and the
senior-subordinated discount notes, the Company incurred certain debt issuance
costs. The Company capitalized debt issuance costs of $9,110, $12,742, and $0
(unaudited) during the years ended December 31, 1998, 1999 and the three months
ended March 31, 2000, respectively. The financing costs are being amortized
using the straight-line method over the term of the related debt. For the years
ended December 31, 1998, 1999 and the three months ended March 31, 2000, the
Company recorded interest expense related to the amortization of the deferred
financing costs of $525, $1,750 and $578 (unaudited), respectively.

   As of March 31, 2000, minimum required annual principal repayment
(undiscounted) under all of the Company's outstanding debt obligations were as
follows:

<TABLE>
       <S>                                                             <C>
       April-December 2000............................................ $  1,037
       For the year ending December 31,
         2001.........................................................    1,448
         2002.........................................................    2,102
         2003.........................................................    5,561
         2004.........................................................    5,785
         2005.........................................................    6,037
         Thereafter...................................................  842,414
                                                                       --------
         Total........................................................ $864,384
                                                                       ========
</TABLE>

   As of December 31, 1999, minimum required annual principal repayment
(undiscounted) under all of the Company's outstanding debt obligations were as
follows:

<TABLE>
       <S>                                                             <C>
       For the year ending December 31,
         2000......................................................... $  1,361
         2001.........................................................    1,448
         2002.........................................................    2,102
         2003.........................................................    5,561
         2004.........................................................    5,785
         Thereafter...................................................  847,494
                                                                       --------
         Total........................................................ $863,751
                                                                       ========
</TABLE>

9. AT&T Transaction

   In January 1998, the Company entered into a Securities Purchase Agreement
(the Securities Purchase Agreement) with AT&T Wireless PCS, Inc. and TWR
Cellular Inc. (both subsidiaries of AT&T Corporation and collectively referred
to as AT&T PCS), the stockholders of Holding and various venture capital
investment firms (the Cash Equity Investors). The Securities Purchase Agreement
allows the Company to be a provider of wireless mobility services in its
licensed regions utilizing the AT&T brand name.

                                      F-19
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

   Upon the receipt of FCC approval in July 1998, the Company finalized the
transaction contemplated in the Securities Purchase Agreement (the AT&T
Transaction). As a result, the Company (i) issued preferred stock and paid AT&T
$21,000 in exchange for 20 MHz PCS licenses with a fair value of $94,850 and
certain operating agreements with AT&T for exclusivity, network membership,
long distance and roaming with a fair value of $27,050 (ii) issued preferred
and common stock for 100% of the outstanding ownership interests in Holding,
which includes 10 MHz PCS licenses which was recorded at historical cost; and
(iii) issued preferred and common stock for a cash commitment from the initial
investors other than AT&T Wireless of $128,000 to be paid over a three year
term plus an additional $5,000 upon the closing of the Digital PCS, Inc.
transaction (see Note 10).

   The general terms of the operating agreements with AT&T are summarized
below:

  AT&T Exclusivity: The Company will be AT&T's exclusive facilities-based
  provider of mobile wireless telecommunications services within the
  Company's BTAs for an initial ten year period. This agreement will
  automatically renew for a one-year term and then operate on a year-to-year
  basis unless one party terminates at least ninety (90) days prior to the
  end of any one-year term.

  The Company has determined the fair value of this agreement to be $11,870
  and is amortizing this value over the initial 10 year term.

  Network Membership License Agreement: The Network Membership License
  Agreement (the License Agreement) defines that AT&T will make available to
  the Company use of the AT&T logo and the right to refer to itself as a
  "Member of the AT&T Wireless Network" to market its PCS services. Through
  the use of these rights, the Company expects to participate in and benefit
  from AT&T promotional and marketing efforts. The License Agreement has an
  initial five-year term with a five-year renewal term if both the Company
  and AT&T elect to renew at least ninety 90 days prior to the expiration of
  the initial term. The Company determined the fair value of this agreement
  to be $8,480 and is amortizing this value over the initial five-year term.

  Intercarrier Roamer Services Agreement: AT&T and the Company have entered
  into a twenty-year reciprocal roaming agreement provided that their
  customers who own tri-mode phones will roam on the other's mobile wireless
  systems at commercially reasonable rates to the extent commercially and
  technologically feasible. Thereafter, this agreement shall renew
  automatically on a year-to-year basis unless either the Company or AT&T
  terminates this agreement by written notice at least 90 days prior to the
  conclusion of the original or any subsequent term. After ten years, this
  agreement may be terminated by the Company or AT&T at any time upon 90 days
  prior written notice.

  The Company has determined the value of this roaming agreement to be $3,500
  and is amortizing this value over the initial 10-year term.

  Long Distance Agreement: The long distance agreement provides that AT&T
  will be the exclusive provider for long distance services to the Company's
  customers within the Company's licensed regions for an initial three year
  period. The long distance agreement requires that the Company meet a
  minimum traffic volume commitment during the term of the agreement. If the
  Company fails to meet such volume commitments, the Company must pay to AT&T
  the difference between the expected fee based on the volume of the
  commitment and the fees based on actual volume.

  The Company had determined the fair value of this agreement to be $3,200
  and is amortizing this value over the initial three-year term.

   Triton PCS, Inc. (Triton), Tritel Communications (Tritel), and the Company
have adopted a common brand, SunCom, which is co-branded with equal emphasis
with the AT&T brand name and logo. On April 16, 1999, Triton, Tritel and
TeleCorp Communications formed a new company, Affiliate License Co., L.L.C., to

                                      F-20
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

own, register and maintain the marks SunCom, SunCom Wireless and other SunCom
and Sun formative marks (SunCom Marks) and to license the SunCom marks to
Triton, Tritel and the Company. Triton, Tritel and TeleCorp Communications each
have a 33% membership interest in Affiliate License Co., L.L.C. On April 16,
1999, Triton entered into an agreement to settle a potential dispute regarding
prior use of the SunCom brand. In connection with this settlement, Triton
agreed to pay $975 to acquire the SunCom Marks that were contributed to
Affiliate License Co., L.L.C. The Company paid $325 in royalty payments to
reimburse Triton for the contributed SunCom marks.

10. Acquisitions

   On April 20, 1999, the Company completed the acquisition of 10 MHz PCS
licenses covering the Baton Rouge, Houma, Hammond and Lafayette, Louisiana
BTA's from Digital PCS, LLC. The total purchase price of $6,114 was comprised
of $2,335 of mandatorily redeemable preferred stock and common stock of the
Company, the assumption of U.S. Government financing with the FCC of $4,102
less a discount of $609, and $286 in cash as reimbursement to Digital PCS, LLC,
for interest due to the FCC incurred prior to close and legal costs. The entire
purchase price has been allocated to the PCS license.

   As a result of completing the transaction with Digital PCS, LLC, the Cash
Equity Investors have irrevocably committed to contribute $5,000 in exchange
for mandatorily redeemable preferred stock and common stock over a two year
period from the close of this transaction. As of March 31, 2000 the Company has
received $2,200 of the $5,000 commitment.

   On May 24, 1999, the Company sold mandatorily redeemable preferred stock and
preferred stock to AT&T for $40,000. On May 25, 1999, the Company acquired from
AT&T 20 MHz PCS licenses covering the San Juan MTA, 27 constructed cell sites,
a switching facility, leases for additional cell sites, the extension of the
Network Membership License Agreement, Long Distance Agreement, Intercarrier
Roamer Services
Agreement and AT&T Exclusivity Agreement and the reimbursement of AT&T for
microwave relocation costs, salary and lease payments (the Puerto Rico
Transaction) incurred prior to acquisition. The total purchase price of this
asset acquisition was $99,694 in cash plus legal fees of $252. The purchase
price has been allocated to the assets acquired, based upon their estimated
fair value as follows:

<TABLE>
     <S>                                                               <C>
     PCS licenses..................................................... $70,421
     Intangible assets--AT&T Agreements...............................  17,310
     Cell sites site acquisition, switching facility assets and other
      assets..........................................................   9,015
     Microwave relocation costs.......................................   3,200
                                                                       -------
                                                                       $99,946
                                                                       =======
</TABLE>

   As a result of completing this transaction, the Company's available
borrowings under the Lucent Note Agreement increased by $15,000 ($7,500 of
Series A and $7,500 of Series B) and certain Cash Equity Investors committed
$39,997 in cash in exchange for mandatorily redeemable preferred and common
stock. The Cash Equity Investors cash commitment of $39,997 will be funded over
a three-year period from the close of this transaction. As of December 31,
1999, the Company received $17,999 of this cash commitment. As a part of
obtaining this additional preferred and common stock financing, the Company
paid $2,000 to a Cash Equity Investor upon the closing of the transaction. In
addition, certain officers, the Chief Executive Officer and the Executive Vice
President and Chief Financial Officer of the Company were issued fixed and
variable awards of 5,318 and 2,380,536 restricted shares of mandatorily
redeemable Series E preferred stock and Class A common stock, respectively, in
exchange for their interest in Puerto Rico Acquisition Corporation. Puerto Rico
Acquisition Corporation was a special purpose entity wholly-owned by the
Company's Chief Executive Officer and Executive Vice President and Chief
Financial Officer. The fixed awards typically vest over a five-

                                      F-21
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

year period. The estimated fair value of these shares has been recorded as
deferred compensation and is being amortized over the related vesting periods.
The variable awards vested based upon the completion of the Company's initial
public offering.

   On June 2, 1999 the Company acquired from Wireless 2000, Inc. 15 MHz PCS
licenses in the Alexandria, Lake Charles and Monroe, Louisiana BTAs. The total
purchase price of $7,448 was comprised of $371 of mandatorily redeemable
preferred stock and common stock of the Company, the assumption of U.S.
Government financing with the FCC of $7,449 less a discount of $1,022 and $650
in cash as reimbursement of microwave relocation costs and reimbursement of FCC
interest and legal costs. The entire purchase price has been allocated to the
PCS licenses acquired.

   In February 1999, Viper Wireless, Inc. (Viper), was formed to participate in
the C-Block PCS license reauction for additional spectrum in most of the
Company's markets. Viper was initially capitalized for $100 and was equally-
owned by the Company's Chief Executive Officer and Executive Vice President-
Chief Financial Officer. In order to participate in the reauction, the Company
paid the FCC an initial deposit of $17,819, on behalf of Viper. Simultaneously,
the Company transferred this initial deposit to Viper in exchange for an 85%
ownership interest which represented a 49.9% voting interest.

   On April 15, 1999, the FCC announced Viper was the high bidder for 15 MHz
licenses in New Orleans, Houma and Alexandria, Louisiana, San Juan, Puerto Rico
and Jackson, Tennessee and 30 MHz licenses in Beaumont, Texas. The total
auction price is $32,286 plus legal fees of $47. During the year ended
December 31, 1999, the FCC refunded $11,361 of the initial deposit; however,
the Company was required to pay the FCC $11,059 as a final deposit on behalf of
Viper. As of and for the year ended December 31, 1999, Viper had no financial
activity other than its capitalization which includes the transfer of the
initial deposit to Viper. The Company received final regulatory approval of the
license transfer from the FCC on September 9, 1999. The entire purchase price
has been allocated to the PCS licenses acquired.

   AT&T and certain of the Company's other stockholders have committed an
aggregate of up to approximately $32,300 in exchange for additional shares of
mandatorily redeemable preferred stock, Series F preferred stock and common
stock of the Company. As part of this financing, the Company paid approximately
$500 to an affiliate of a Cash Equity Investor for closing this preferred and
common stock financing. In May and July 1999, AT&T and certain Cash Equity
Investors funded approximately $17,516 of their commitment to the Company. The
Company made its final payment of $14,770 to the FCC on September 13, 1999 with
respect to these licenses and received the remaining funding commitments from
AT&T and the certain Cash Equity Investors on September 29, 1999.

11. Mandatorily Redeemable Preferred Stock and Stockholders' Equity

 Holding

   Holding's authorized capital stock consisted of 6,000 shares of no par value
mandatorily redeemable Series A preferred stock, 125,000 shares of no par value
Class A common stock, 175,000 shares of no par value Class B common stock and
175,000 shares of no par value Class C common stock. This capital stock was in
existence during 1996, 1997, and through July 1998, the closing of the AT&T
Transaction, at which time Holding became a wholly-owned subsidiary of the
Company. Subsequent to the AT&T Transaction, the authorized and outstanding
shares of Holding were cancelled and replaced with 1,000 authorized shares of
common stock of which 100 shares were issued to the Company.

                                      F-22
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)


 TeleCorp

   On May 14, 1999, TeleCorp restated its Certificate of Incorporation, which
was subsequently amended. The Restated Certificate of Incorporation, as
amended, provides the Company with the authority to issue 918,339,090 shares of
stock, consisting of the following:

<TABLE>
<CAPTION>
                          Par    Shares
    Preferred Stock      Value Authorized
    ---------------      ----- ----------
<S>                      <C>   <C>
Mandatorily redeemable
 Series A............... $0.01    100,000
Mandatorily redeemable
 Series B............... $0.01    200,000
Mandatorily redeemable
 Series C............... $0.01    215,000
Mandatorily redeemable
 Series D............... $0.01     50,000
Mandatorily redeemable
 Series E............... $0.01     30,000
Series F................ $0.01 15,450,000
                               ----------
  Total.................       16,045,000
                               ==========
</TABLE>
<TABLE>
<CAPTION>
                         Par    Shares
      Common Stock      Value Authorized
      ------------      ----- -----------
<S>                     <C>   <C>
Class A................ $0.01 608,550,000
Class B................ $0.01 308,550,000
Class C tracked........ $0.01     309,000
Class D tracked........ $0.01     927,000
Voting Preference...... $0.01       3,090
                              -----------
  Total................       918,339,090
                              ===========
</TABLE>

   The following schedules represent the transactions that took place with
respect to Holding's mandatorily redeemable preferred stock and common stock
for the year ended December 31, 1998.

<TABLE>
<CAPTION>
                                                     Series A Preferred stock
                                                     --------------------------
                                                      Shares        Amount
                                                     --------------------------
   <S>                                               <C>        <C>
   Balance, December 31, 1997.......................       367  $     4,144,340
   Accretion of preferred stock dividends...........       --           224,484
   Recapitalization of Holding......................      (367)      (4,368,824)
                                                      --------  ---------------
   Balance, December 31, 1998.......................       --   $           --
                                                      ========  ===============
</TABLE>

<TABLE>
<CAPTION>
                            Class A         Class B        Class C
                         Common Stock    Common Stock    Common Stock   Common Stock
                         --------------  -------------- --------------- -------------
                         Shares  Amount  Shares  Amount Shares   Amount Shares Amount Total
                         ------  ------  ------  ------ -------  ------ ------ ------ -----
<S>                      <C>     <C>     <C>     <C>    <C>      <C>    <C>    <C>    <C>
Balance, December 31,
 1997...................  4,834    856    1,974    --    12,527    --     --     --     856
Recapitalization of
 Holding................ (4,834)  (856)  (1,974)   --   (12,527)   --     100    --    (856)
Elimination of 100% of
 equity interests in
 Holding................    --     --       --     --       --     --    (100)   --     --
                         ------  -----   ------  -----  -------  -----   ----  -----  -----
Balance, December 31,
 1998...................    --   $ --       --   $ --       --   $ --     --   $ --   $ --
                         ======  =====   ======  =====  =======  =====   ====  =====  =====
</TABLE>

                                      F-23
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

   The following schedule represents the transactions that took place with
respect to TeleCorp's mandatorily redeemable preferred stock, Series F
preferred stock and common stock for the period July 1998 to March  31, 2000.

<TABLE>
<CAPTION>
                             Series A         Series C         Series D        Series E
                          Preferred stock Preferred stock  Preferred stock  Preferred stock
                          --------------- ---------------- ---------------- ----------------
                          Shares  Amount  Shares   Amount  Shares   Amount  Shares   Amount    Total
                          ------ -------- ------- -------- ------- -------- -------  -------  --------
<S>                       <C>    <C>      <C>     <C>      <C>     <C>      <C>      <C>      <C>       <C>
Mandatorily redeemable
 preferred stock
Issuance of preferred
 stock to AT&T PCS for
 licenses and AT&T
 Agreements.............  66,723 $ 66,723     --  $    --   34,267 $ 34,143     --   $   --   $100,866
Issuance of preferred
 stock to initial
 investors other than
 AT&T Wireless, net of
 issuance costs of
 $1,028.................     --       --  128,000  126,848     --       --      --       --    126,848
Accretion of preferred
 stock dividends........     --     3,040     --     3,819     --       946     --       541     8,346
Noncash issuance of
 restricted stock.......     --       --      --       --      --       --    5,505        6         6
Repurchase of restricted
 stock for cash.........     --       --      --       --      --       --     (784)      (1)       (1)
Noncash issuance of
 preferred stock for
 equity of Holding......     --       --    7,348    4,334     --       --   14,156       10     4,344
                          ------ -------- ------- -------- ------- -------- -------  -------  --------
Balance, December 31,
 1998...................  66,723   69,763 135,348  135,001  34,267   35,089  18,877      556   240,409
Issuance of preferred
 stock for cash, net of
 issuance costs
 of $2,500..............  30,750   30,454  72,382   51,089  15,150   11,080     --       --     92,623
Issuance of preferred
 stock for PCS licenses
 and operating
 agreements.............     --       --    2,878    2,674     --       --      --       --      2,674
Accretion of preferred
 stock dividends........     --     9,124     --    10,939     --     2,646     --     1,415    24,124
Noncash issuance of
 restricted stock.......     --       --      --       --      --       --    6,741      353       353
Repurchase of restricted
 stock or cash..........     --       --      --       --      --       --     (577)      (1)       (1)
                          ------ -------- ------- -------- ------- -------- -------  -------  --------
Balance, December 31,
 1999...................  97,473  109,341 210,608  199,703  49,417   48,815  25,041    2,323   360,182
Accretion of preferred
 stock dividends
 (unaudited)............     --     2,765     --     3,723     --       844     --       401     7,733
                          ------ -------- ------- -------- ------- -------- -------  -------  --------
Balance, March 31, 2000
 (unaudited)............  97,473 $112,106 210,608 $203,426  49,417 $ 49,659  25,041  $ 2,724  $367,915
                          ====== ======== ======= ======== ======= ======== =======  =======  ========
</TABLE>


                                      F-24
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                                      Voting
                              Series F           Class A       Class C tracked   Class D tracked    Preference
                           Preferred stock    Common stock       Common stock      Common stock    Common stock
                          ----------------- ------------------ ----------------- ----------------- -------------
                            Shares   Amount   Shares    Amount  Shares   Amount   Shares   Amount  Shares Amount Total
                          ---------- ------ ----------  ------ --------- ------- --------- ------- ------ ------ ------
<S>                       <C>        <C>    <C>         <C>    <C>       <C>     <C>       <C>     <C>    <C>    <C>
Series F preferred and
 Common stock
Issuance of common Stock
 to initial investors
 other than AT&T
 Wireless for cash......         --   $--   37,540,390   $375    110,549     $1    827,487     $8    --     $--  $  384
Issuance of preferred
 Stock to AT&T PCS for
 licenses and AT&T
 agreements.............  10,308,676   103         --     --         --     --         --     --     --     --      103
Exchange of 100% of
 Equity interests in
 Predecessor Company For
 equity in the Company..         --    --    7,583,463     76    173,264      2     23,942    --   3,090    --       78
Noncash issuance of
 Restricted stock.......         --    --    3,095,473     31        --     --         --     --     --     --       31
Repurchase of restricted
 Stock for cash.........         --    --     (552,474)   --         --     --         --     --     --     --      --
                          ----------  ----  ----------   ----  ---------  -----  ---------  -----  -----   ----  ------
Balance, December 31,
 1998...................  10,308,676   103  47,666,852    482    283,813      3    851,429      8  3,090            596
Issuance of common Stock
 and preferred Stock for
 cash...................   4,604,102    46  22,366,242    224        --     --         --     --     --     --      270
Issuance of Common Stock
 in Initial Public
 Offering...............         --    --   10,580,000    106        --     --         --     --     --     --      106
Issuance of common Stock
 for PCS Licenses and
 operating Agreements...         --    --      865,089      9        --     --         --     --     --     --        9
Noncash issuance of
 Restricted stock.......         --    --    3,382,493     24        --     --         --     --     --     --       24
Repurchase of restricted
 Stock for cash.........         --    --     (406,787)   --         --     --         --     --     --     --      --
                          ----------  ----  ----------   ----  ---------  -----  ---------  -----  -----   ----  ------
Balance, December 31,
 1999...................  14,912,778   149  84,453,889    845    283,813      3    851,429      8  3,090    --    1,005
Issuance of common stock
 in concurrent AT&T
 offering (unaudited)...         --    --    2,245,000     22        --     --         --     --     --     --       22
Balance, March 31, 2000
 (unaudited)............  14,912,778  $149  86,698,889   $867    283,813     $3    851,429     $8  3,090   $--   $1,027
                          ==========  ====  ==========   ====  =========  =====  =========  =====  =====   ====  ======
</TABLE>

                                      F-25
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)


 Stock Split

   On August 27, 1999 and on November 5, 1999, the Company filed amendments to
its certificate of incorporation with the Delaware Secretary of State to effect
a 100 for 1 stock split and 3.09 for 1 stock split respectively, of its
outstanding and authorized Series F preferred stock and all classes of its
common stock. The stock splits have been retroactively reflected in the
financial statements for all periods presented. In addition, the amendment to
the Company's certificate of incorporation increased the authorized number of
shares of each of the Class A common stock and the Class B common stock by 15
million. In addition, the Board of Directors and the stockholders approved
further amendments and restatements to the Company's certificate of
incorporation becoming effective upon the closing of the Company's initial
public offering, including a 300 million increase in the number of authorized
shares of the Company's class A common stock.

 Initial Public Offering and Concurrent Offering

   On November 23, 1999 in an initial public offering of 10.58 million shares
of Class A common stock for $20.00 per share, the Company raised proceeds of
approximately $197,317, net of underwriter's discount of $14,283. Offering
costs, including legal, accounting and printing costs associated with the
offering totaled $1,801, and these costs were charged directly against paid-in
capital.

   In a concurrent offering to AT&T Wireless, the Company issued 2,245,000
shares of Class A common stock for $18.65 per share. The Company raised
proceeds of $41,869, which was received on January 18, 2000.

   There are no issued or outstanding shares of Series B preferred stock,
Senior common stock or Class B common stock as of December 31, 1999 or March
31, 2000.

                                      F-26
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)


   The conversion features and conversion prices of the Company's issued stock
are summarized below:

<TABLE>
<CAPTION>
     Convertible
      Security             Convertible Into              Conversion Price
 ------------------- ----------------------------  ----------------------------
 <C>                 <C>                           <S>
 Series A preferred  After July 2006, at the       The Series A conversion rate
  stock              holders' option, into Class   is equal to the liquidation
                     A common stock                Preference of the Series A
                                                   preferred stock on the
                                                   conversion date divided by
                                                   the market price of the
                                                   Class A common stock on the
                                                   Conversion date.


 Series C preferred  At the option of the Company  The liquidation preference
  stock              at the IPO price of A or B    of the Series C the IPO date
                     common stock                  into either Class preferred
                                                   stock divided by $20.00 per
                                                   share.

 Series D preferred  If Series C preferred stock   The liquidation preference
  stock              is Converted then             divided by the IPO price of
                     automatically at the IPO      $20.00 per share.
                     date into Senior common
                     stock

 Series E preferred  At the option of the Company  The liquidation preference
  stock              at the IPO date into either   of the Series E preferred
                     Class A or Class B common     stock divided by the IPO
                     stock                         price of $20.00 per share.

 Series F preferred  At the holders' option, into  One share of Series F
  stock and Senior   Class A, Class B or Class D   preferred stock or Senior
  common stock       common stock, depending upon  common stock for one share
                     the occurrence of certain     of either Class A, Class B
                     defined events                or Class D common stock.

 Class A common      At the holders' option into   One share of Class B common
  stock              Class B common stock          stock for one share of Class
                                                   A Common stock.


 Class C tracked     Subject to FCC constraints    One share of Class A or
  common Stock       and Board approval, at the    Class B common stock for one
                     holders' option and by        share of Class C tracked
                     affirmative vote of at least  common stock.
                     66 2/3% of Class A common
                     stock into Class A or Class
                     B common stock

 Class D tracked     Subject to FCC constraints    One share of Class A or
  common Stock       and Board approval, at the    Class B common stock for one
                     holders' option and by        share of Class D tracked
                     affirmative vote of at least  common stock.
                     66 2/3% of Class A common
                     stock into Class A or Class
                     B common stock
</TABLE>

                                      F-27
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)


   The conversion features and conversion prices of the Company's issued stock
are summarized below:

 Liquidation rights

   In the event of any liquidation, dissolution or winding up of the Company,
as defined, the stockholders of the Company are entitled to liquidation
preferences as follows:

<TABLE>
<CAPTION>
      Order of
    Distribution            Stock Classification         Distribution Preference
 ------------------- ---------------------------------  ------------------------
 <C>                 <C>                                <S>
 First               Series A and Series B preferred    $1,000 per share plus
                     stock                              accrued and unpaid
                                                        dividends.


 Second              Series C and Series D preferred    Series C: actual paid-in
                     stock                              capital per share plus
                                                        accrued and unpaid
                                                        dividends plus interest
                                                        of 6% per annum on the
                                                        actual paid-in capital,
                                                        compounded quarterly,
                                                        less amount of dividends
                                                        declared and paid.

                                                        Series D: $1,000 per
                                                        share plus accrued and
                                                        unpaid dividends plus an
                                                        amount equal to interest
                                                        on $1,000 per share at a
                                                        rate of 6% per annum,
                                                        compounded quarterly,
                                                        less amount of dividends
                                                        declared and paid.

 Third               Series E preferred stock           Accrued and unpaid
                                                        dividends, plus an
                                                        amount equal to interest
                                                        on $1,000 per share at
                                                        6% per annum, compounded
                                                        quarterly, less
                                                        dividends declared and
                                                        paid.

 Fourth              Series F preferred stock and       Series F preferred:
                     Senior common stock                $0.000032 per share plus
                                                        accrued and unpaid
                                                        dividends.


                                                        Senior common stock: The
                                                        sum of the liquidation
                                                        preference of each share
                                                        of Series D and Series F
                                                        preferred stock
                                                        converted in Senior
                                                        common stock divided by
                                                        the aggregate number of
                                                        shares of Senior common
                                                        stock issued upon
                                                        conversion of shares of
                                                        Series D and Series F
                                                        preferred stock.
</TABLE>
 Dividends and voting rights

   The holders of the Series A and Series B preferred stock are entitled to
cumulative quarterly cash dividends at an annual rate of 10% of the liquidation
preference of the then outstanding shares. The holders of the remaining shares
of preferred and common stock are entitled to dividends if and when declared.

   The Class A common stock has 4,990,000 voting rights and the Voting
Preference common stock has 5,010,000 voting rights. The remaining shares of
preferred and common stock shall have no voting rights, except as provided by
law or in certain limited circumstances.

                                      F-28
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)


 Call and Redemption features

   The preferred stock is callable at the option of the Company at a price
equal to the liquidation preference on the redemption date. The Series A
preferred stock is callable thirty days after the 10th anniversary of the
issuance of such shares. The Series B preferred stock is callable at any time.
The Series C and Series D preferred stock are callable at any time, provided
that the Series C and Series D Preferred Stock are called concurrently.

   The Series A, Series B, Series C, Series D and Series E preferred stock are
redeemable thirty days after the 20th anniversary of the issuance of such
shares at the option of the holder at a price equal to the liquidation
preference on the redemption date. The Series F preferred stock is not
redeemable. Pursuant to a Management Agreement, the Company may redeem certain
shares of Class A common stock and Series E preferred stock held by the
Company's Chief Executive Officer and Executive Vice President (the TMC
officers). For the period from the finalization of the AT&T Transaction to
December 31, 1998, the Company accreted $8,345 of dividends in connection with
this redemption feature.

 Tracked common stock

   The Class C and Class D common stock have been designated as Tracked common
stock. The holders of the Tracked common stock are entitled to a dividend, when
available, equal to the excess of the fair value of the net assets of Holding
over the aggregate par value of the outstanding shares of the Tracked common
stock. After all other preferential liquidating distributions have been made,
the holders of the Tracked common stock will be entitled to a liquidation
preference equal to the excess of the fair value of the net assets of Holding.

 Participating stock

   The Series F preferred stock, the Senior common stock and the Class A and B
common stock are participating stock, and the Board of Directors may not
declare dividends on or redeem, purchase or otherwise acquire for consideration
any shares of the Participating Stock, unless the Board of Directors makes such
declaration or payment on the same terms with respect to all shares of
participating stock, ratably in accordance with each class and series of
participating stock then outstanding.

 Net Loss Per Share

   The following table sets forth the computation of basic and diluted net loss
per share:

<TABLE>
<CAPTION>
                                                                           For the
                             For the year ended December 31,     three months ended March 31,
                             ----------------------------------  ----------------------------
                               1997       1998         1999                  2000
                             --------  -----------  -----------  ----------------------------
                                                                         (unaudited)
   <S>                       <C>       <C>          <C>          <C>
   Numerator:
     Net loss..............  $ (3,335) $   (51,155) $  (250,996)         $   (74,499)
   Less: accretion of
    mandatorily
    redeemable preferred
    stock..................      (726)      (8,567)     (24,124)              (7,733)
                             --------  -----------  -----------          -----------
     Net loss attributable
      to common equity.....  $ (4,061) $   (59,722) $  (275,120)         $   (82,232)
                             ========  ===========  ===========          ===========

   Denominator:
   Basic and diluted net
    loss per share--
    weighted average
    shares.................    36,340   27,233,786   76,895,391           99,556,975
                             ========  ===========  ===========          ===========
   Net loss attributable to
    common
    equity per share--basic
    and diluted............  $(111.74) $     (2.19) $     (3.58)         $     (0.83)
                             ========  ===========  ===========          ===========
</TABLE>

                                      F-29
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)


   The following equity instruments were not included in the diluted net loss
per share calculation because their effect would be anti-dilutive:
<TABLE>
<CAPTION>
                                           For the year
                                               ended            For the
                                           December 31,    three months ended
                                         -----------------     March 31,
                                         1997 1998  1999          2000
                                         ---- ---- ------- ------------------
                                                              (unaudited)
   <S>                                   <C>  <C>  <C>     <C>
   Mandatorily redeemable preferred
    stock series A...................... --   --    97,473        97,473
   Stock options........................ --   --   545,497       779,599
   Contingently Returnable Class A
    Common Stock........................ --   --       --      2,748,958
</TABLE>

12. Restricted Stock Plan and Restricted Stock Awards

   In July 1998, the Company adopted a Restricted Stock Plan (the Plan) to
attract and retain key employees and to reward outstanding performance. Key
employees selected by management may elect to become participants in the Plan
by entering into an agreement which provides for issuance of fixed and variable
units consisting of Series E mandatorily redeemable preferred stock and Class A
common stock. The fixed units typically vest over a five or six year period.
The variable units vest based upon certain events taking place, such as
buildout milestones, Pop coverage, the completion of an initial public offering
and other events. Unvested shares are forfeited upon termination of employment.
The shares issued under the Plan shall consist of units transferred to
participants without payment as additional compensation for their services to
the Company. The total number of units that may be awarded to key employees
shall not exceed 7,085 units and 4,000,000 shares of Series E preferred stock
and Class A common stock, respectively, as determined upon award. Any units not
granted on or prior to July 17, 2003 shall be awarded to two officers of the
Company. Each participant has voting, dividend and distribution rights with
respect to all shares of both vested and unvested common stock. After the Class
A shares become publicly traded, the right of first offer will no longer exist
for the Series E preferred shares. In addition the shares contain rights of
inclusion and first negotiation. The Company may repurchase unvested shares,
and under certain circumstances, vested shares of participants whose employment
with the Company terminates. The repurchase price is equal to $0.01 and
$0.00003 per share for the Series E preferred and common stock, respectively.

   Activity under the Plan is as follows:

<TABLE>
<CAPTION>
                              Series E    Estimated                 Estimated
                              preferred  fair value     Class A     fair value
                                stock     per share   common stock  per share
                              --------- ------------- ------------ ------------
   <S>                        <C>       <C>           <C>          <C>
     Shares awarded.........    5,505   $        1.00  3,095,473   $       .003
     Repurchases............     (784)            --    (552,474)           --
                                -----                  ---------
     Balance, December 31,
      1998..................    4,721   $        1.00  2,542,999         $ .003
     Shares awarded.........    2,677   $52.00-$72.98  1,748,609   $.003-$20.00
     Repurchases............     (577)            --    (406,787)           --
                                -----                  ---------
     Balance, December 31,
      1999..................    6,821   $ 1.00-$72.98  3,884,821   $.003-$20.00
     Shares awarded (unau-
      dited)................      --              --         --             --
     Repurchases (unaudited)
      ......................      --              --         --             --
                                -----                  ---------
     Balance, March 31, 2000
      (unaudited)...........    6,821   $ 1.00-$72.98  3,884,821   $.003-$20.00
                                =====                  =========
</TABLE>

   Deferred compensation and compensation expense related to the issuance of
restricted stock to employees, based on the estimated fair value of the
preferred and common stock, was immaterial for the year ended December 31,
1998.

                                      F-30
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

   Certain awards granted under the Plan were variable awards. Upon the initial
offering, the variable stock awards became fixed. At that point, the Company
recorded deferred compensation expense based on the difference between the
estimated fair value and the exercise price of the award in the amount of
$61,999. For the year ended December 31, 1999 and the three months ended March
31, 2000, the Company recorded compensation expense related to those restricted
stock awards of $30,115 and $4,107 (unaudited), respectively. The remaining
deferred compensation balance related to the restricted stock awards of $32,670
and $28,563 (unaudited) at December 31, 1999 and March 31, 2000, respectively,
will be recognized as compensation expense over the remaining vesting period.
Outstanding fixed awards and variable awards as of December 31, 1998, 1999 and
March 31, 2000 are as follows:

<TABLE>
<CAPTION>
                                           December 31, December 31,  March 31,
                                               1998         1999        2000
                                           ------------ ------------ -----------
                                                                     (unaudited)
   <S>                                     <C>          <C>          <C>
   Series E preferred stock:
     Fixed awards.........................      3,664        6,821        6,821
     Variable awards......................      1,057          --           --
                                            ---------    ---------    ---------
       Total Series E awards..............      4,721        6,821        6,821
                                            =========    =========    =========
   Class A common stock:
     Fixed awards.........................  1,152,605    3,884,821    3,884,821
     Variable awards......................  1,390,394          --           --
                                            ---------    ---------    ---------
       Total Class A awards...............  2,542,999    3,884,821    3,884,821
                                            =========    =========    =========
</TABLE>

   The Chief Executive Officer and the Executive Vice President were issued
variable restricted stock awards outside of the Restricted Stock Plan. Upon the
initial public offering, the variable stock awards became fixed. At that point,
the Company recorded deferred compensation expense based the difference between
the estimated fair value and the exercise price of the award. The company
recorded $28,823 as deferred compensation related to these awards and will
recognize that as compensation expense over the related vesting periods, of
which $14,809 and $1,201 (unaudited) was recorded as compensation expense for
the year ended December 31, 1999 and the three months ended March 31, 2000,
respectively.

13. Employee and Director Stock Option Plan

   On July 22, 1999, the Company implemented the 1999 Stock Option Plan to
allow employees and members of the Board of Directors to acquire shares of
Class B common stock. The options have an option term of 10 years, ratable
vesting over a three to four year period, exercise prices equal to the
estimated fair value of the underlying Class B common stock on the date of
award and restrictions on exercisability until (i) a qualified initial public
offering (IPO) to which the Class A voting common stock has been registered
under the Securities Act of 1933 for aggregate proceeds of $20,000, (ii) the
sale of all or substantially all of the assets of the Company or (iii) the sale
of all or substantially all of the outstanding capital stock of the Company.
The Company has reserved 1,814,321 shares of Class A common stock for issuance
under this plan.

   The 581,967 stock options awarded during the period from July 22, 1999 to
November 23, 1999 represented variable awards since their exercisability was
restricted until the completion of the initial public offering, sale of assets
or sale of the Company. Therefore, the measurement date occurred when the
exercisability restrictions were relieved, upon the initial public offering. At
that point, the Company recorded deferred compensation expense based on the
difference between the initial public offering of $20.00 per share and the
exercise price of the award. All awards after the initial public offering are
fixed awards. The Company recorded $11,050 as deferred compensation related to
the stock option awards and will recognize expense over the related vesting
periods, of which $1,709 and $970 (unaudited) was recorded as compensation
expense for the year ended December 31, 1999 and the three months ended March
31, 2000, respectively.

                                      F-31
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)


   A summary of the status of the Company's stock option plan is presented
below:

<TABLE>
<CAPTION>
                                                            Weighted
                                                             Average
                                                            Remaining  Weighted
                                                           Contractual Average
                                            Option Price      Life     Exercise
                                  Shares   Range per share   (Years)    Price
                                  -------  --------------- ----------- --------
<S>                               <C>      <C>             <C>         <C>
Outstanding at December 31,
 1998...........................      --   $           --      --      $   --
  Granted.......................  611,967  $0.0065--$37.88     9.6     $  1.28
  Exercised.....................      --               --      --          --
  Forfeited.....................  (66,470) $        0.0065     9.6     $0.0065
                                  -------
Outstanding at December 31,
 1999...........................  545,497  $0.0065--$37.88     9.6     $  1.43
                                  =======
  Granted.......................  247,500  $         20.00     9.8     $ 20.00
  Exercised.....................      --               --      --          --
  Forfeited.....................  (13,398) $        0.0065     9.3     $0.0065
                                  -------
Outstanding at March 31, 2000
 (unaudited)....................  779,599  $0.0065--$37.88     9.5     $  7.35
                                  =======
Options vested at March 31, 2000
 (unaudited)....................   76,801  $        0.0065     9.3     $0.0065
                                  =======
</TABLE>

   No options were exercisable as of December 31, 1999 and March 31, 2000.

                    Options Outstanding at December 31, 1999
                       --------------------------------

<TABLE>
<CAPTION>
                                                                     Weighted Average
                                                                        Remaining
         Weighted Average                                            Contractual Life
          Exercise Price            Number of Shares                     (Years)
         ----------------           ----------------                 ----------------
         <S>                        <C>                              <C>
              $.0065                    515,497                             9.1
              $20.00                     20,000                            10.0
              $37.88                     10,000                            10.0
                                        -------
              $ 1.43                    545,497                             9.2
                                        =======
</TABLE>

             Options Outstanding at March 31, 2000 (unaudited)
                    ---------------------------------------

<TABLE>
<CAPTION>
                                                                     Weighted Average
                                                                        Remaining
         Weighted Average                                            Contractual Life
          Exercise Price            Number of Shares                     (Years)
         ----------------           ----------------                 ----------------
         <S>                        <C>                              <C>
              $.0065                    502,099                            9.3
              $20.00                     20,000                            9.8
              $37.88                     10,000                            9.8
              $20.00                    247,500                            9.8
                                        -------
              $ 7.35                    779,599                            9.5
                                        =======
</TABLE>

   During the year ended December 31, 1999, the Company granted options to
purchase 611,967 shares of common stock, of which options to purchase 601,967
shares of common stock were granted at exercise prices below fair market value.

                                      F-32
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

   During the three months ended March 31, 2000 the Company granted options to
purchase 247,500 shares of common stock, of which all was granted at an
exercise price below fair market value.

              Options Granted for the Year Ended December 31, 1999
                   ------------------------------------------

<TABLE>
<CAPTION>
                              Market Price                 Weighted Average
            Weighted Average  of Stock on     Fair Value    Remaining Life
   Shares    Exercise Price    Grant Date     of Options        (year)
   ------   ----------------  ------------    ----------   ----------------
   <S>      <C>              <C>            <C>            <C>
   581,967      $0.0065          $20.00         $20.00           9.3
    10,000      $ 20.00          $20.00         $18.34           9.8
    10,000      $ 20.00          $36.97         $34.82           9.8
    10,000      $ 37.88          $39.25         $36.09           9.8
   -------
   611,967      $  1.28      $20.00--$39.25 $18.34--$36.09       9.2
   =======
</TABLE>

   Options Granted for the Three months Ended March 31, 2000 (unaudited)
           --------------------------------------------------------

<TABLE>
<CAPTION>
                                   Market Price                    Weighted Average
              Weighted Average     of Stock on      Fair Value      Remaining Life
   Shares      Exercise Price       Grant Date      of Options          (year)
   ------     ----------------     ------------     ----------     ----------------
   <S>        <C>                  <C>              <C>            <C>
   247,500         $20.00             $37.87          $35.70             9.8
   -------
   247,500         $20.00             $37.87          $35.70             9.8
   =======
</TABLE>

   As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation," the
Company has elected to continue to follow the provisions of Accounting
Principle Board Opinion No. 25 (APB 25), "Accounting for Stock Issued to
Employees," and to adopt the disclosure only provision of SFAS No. 123. If
compensation expense had been recorded based on the fair value at the grant
dates for awards under the Plan, the Company's pro forma net loss, pro forma
net loss per share basic and diluted would have been $82,552 and $0.83,
respectively, for the three months ended March 31, 2000. If compensation
expense had been recorded based on the fair value at the grant dates for awards
under the Plan for the years ended December 31, 1997, 1998 and 1999 and for the
three months ended March 31, 1999, the Company's pro forma net loss, pro forma
basic net loss per share and pro forma diluted net loss per share would have
been the same as their respective reported balances disclosed in the financial
statements for such periods.

   The fair value of each option is estimated on the date of grant using the
Black-Scholes option-pricing model with the following assumptions used for
grants issued during the year ended December 31, 1999 and the three months
ended March 31, 2000: volatility factor of 100%, weighted average expected life
of 10 years, weighted-average risk free interest rate of 6%, and no dividend
yield. The weighted average fair value of grants made during the year ended
December 31, 1999 and the three months ended March 31, 2000 was $20.52 and
$35.70 (unaudited), respectively.

14. Mandatorily Redeemable Preferred and Common Stock Subscriptions Receivable

   In connection with the AT&T Transaction described in Note 9 and the
acquisitions described in Note 10, the Company received various cash
commitments from the Cash Equity Investors in exchange for Series C preferred
stock and various classes of common stock. The Company has recorded a preferred
stock subscription receivable of $75,914, $97,001 and $97,001 (unaudited) as of
December 31, 1998, 1999 and March 31, 2000, respectively, as a reduction to the
mandatorily redeemable preferred stock and a common stock subscription
receivable of $86, $191 and $191 (unaudited) as of December 31, 1998, 1999 and
March 31, 2000, respectively, as a reduction to stockholders' equity (deficit)
for the unpaid commitment.

                                      F-33
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

   As of December 31, 1999 and March 31, 2000, the agreements require the
initial investors other than AT&T Wireless to fund their unconditional and
irrevocable obligations in installments in accordance with the following
schedules:

<TABLE>
<CAPTION>
     For the year ended December 31,                                    Amount
     -------------------------------                                    -------
     <S>                                                                <C>
     2000.............................................................. $37,650
     2001..............................................................  48,542
     2002..............................................................  11,000
                                                                        -------
       Total........................................................... $97,192
                                                                        =======
</TABLE>

15. Income Taxes

   There was no provision for income tax for the years ended December 31, 1997,
1998 and 1999, respectively. The tax effect of temporary differences which
gives rise to significant portions of the deferred tax assets as of December
31, 1998, 1999 and March 31, 2000, respectively, are as follows:

<TABLE>
<CAPTION>
                                                   December 31,
                                                -------------------   March 31,
                                                  1998      1999        2000
                                                --------  ---------  -----------
                                                                     (unaudited)
   <S>                                          <C>       <C>        <C>
   Capitalized start-up costs.................. $ 17,599  $  13,517   $ 12,673
   Net operating losses........................    3,635     92,579    112,183
   Depreciation and amortization...............      289    (14,180)   (15,716)
   Original Issue Discount.....................      175     11,461     19,671
   Other.......................................     (843)     1,402       (252)
                                                --------  ---------   --------
                                                  20,855    104,779    128,559
   Less valuation allowance....................  (20,855)  (104,779)  (128,559)
                                                --------  ---------   --------
                                                $    --   $     --    $    --
                                                ========  =========   ========
</TABLE>

   For federal income tax purposes, start-up costs are being amortized over
five years starting January 1, 1999 when active business operations commenced.
As of March 31, 2000, the Company had approximately $295,000 (unaudited) of net
operating losses. The net operating losses will begin to expire in 2012. There
may be a limitation on the annual utilization of net operating losses and
capitalized start-up costs as a result of certain ownership changes that have
occurred since the Company's inception. A valuation allowance is recognized if,
based on the weight of available evidence, it is more likely than not that some
portion or all of the deferred tax asset will not be realized. Based on the
Company's financial results, management has concluded that a full valuation
allowance for all of the Company's deferred tax assets is appropriate.

   A reconciliation between income taxes from operations computed using the
federal statutory income tax rate and the Company's effective tax rate is as
follows:

<TABLE>
<CAPTION>
                                                        December 31,  March 31,
                                                            1999        2000
                                                        ------------ -----------
                                                                     (unaudited)
         <S>                                            <C>          <C>
         Federal tax at statutory rates................    34.0%        34.0%
         State tax expense.............................     3.5%         3.5%
         Stock based compensation......................    (4.1%)       (4.1%)
         Change in valuation allowance.................   (33.4%)      (33.4%)
                                                          -------      -------
                                                            0.0%         0.0%
                                                          =======      =======
</TABLE>

                                      F-34
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)


16. Commitments

   In May 1998, the Company entered into a vendor procurement contract (the
Vendor Procurement Contract) with Lucent, pursuant to which the Company may
purchase up to $285,000 of radio, switching and related equipment and services
for the development of the Company's wireless communications network. At
December 31, 1998, 1999, and March 31, 2000, the Company has purchased
approximately $90,900, $294,500, and $295,700 (unaudited), respectively, of
equipment and services from Lucent since the inception of the Vendor
Procurement Contract.

   The Company has operating leases primarily related to retail store
locations, distribution outlets, office space, and rent for the Company's
network build-out. The terms of some of the leases include a reduction of
rental payments and scheduled rent increases at specified intervals during the
term of the leases. The Company is recognizing rent expense on a straight-line
basis over the life of the lease, which establishes deferred rent on the
balance sheet. As of March 31, 2000, the aggregate minimum rental commitments
under non-cancelable operating leases are as follows:

<TABLE>
       <S>                                                             <C>
       For the Period April 1--December 31, 2000...................... $ 18,634
       For the Year Ended December 31;
         2001.........................................................   24,581
         2002.........................................................   24,216
         2003.........................................................   21,301
         2004.........................................................   11,880
         2005.........................................................    7,801
         Thereafter...................................................   24,398
                                                                       --------
           Total...................................................... $132,811
                                                                       ========
</TABLE>

   As of December 31, 1999, the aggregate minimum rental commitments under non-
cancelable operating leases are as follows:

<TABLE>
       <S>                                                             <C>
       For the Year Ended December 31;
         2000......................................................... $ 21,605
         2001.........................................................   21,375
         2002.........................................................   21,057
         2003.........................................................   18,374
         2004.........................................................   10,330
         Thereafter...................................................   27,999
                                                                       --------
           Total...................................................... $120,740
                                                                       ========
</TABLE>

   Rental expense was approximately $157, $3,193, $13,792 and $4,949
(unaudited) for the years ended December 31, 1997, 1998, 1999, and the three
months ended March 31, 2000 respectively.

   The Company has entered into letters of credit to facilitate local business
activities. The Company is liable under the letters of credit for
nonperformance of certain criteria under the individual contracts. The total
amount of outstanding letters of credit was $1,425, $1,576 and $1,762
(unaudited) at December 31, 1998, 1999 and March 31, 2000, respectively. The
outstanding letters of credit reduce the amount available to be drawn under the
Senior Credit Facility (see Note 8). The Company is unaware of any events that
would have resulted in nonperformance of a contract during the years ended
December 31, 1998, 1999 or the three months ended March 31, 2000.

                                      F-35
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)


   The Company has minimum purchase commitments of 15 million roaming minutes
from July 1999 to January 2002 from another wireless provider in Puerto Rico
relating to customers roaming outside its coverage area. The Company believes
it will be able to meet these minimum requirements.

   Additionally, the Company has an obligation to AT&T Wireless to purchase a
minimum number of minutes of traffic annually over a specified time period and
a specified number of dedicated voice and data leased lines in order for it to
retain preferred pricing rates. The Company believes it will be able to meet
these minimum requirements.

17. Related Parties

   The Company receives site acquisition, construction management, program
management, microwave relocation, and engineering services pursuant to a Master
Services Agreement with WFI. The Chief Executive Officer and Executive Vice
President and Chief Financial Office of the Company were formerly stockholders
and senior officers of WFI. Fees for the above services are as follows: $12 per
site for site acquisition services, $7 per site for construction management
services, $9 per site for program management and $1 for microwave relocation
services for all of the Company's existing regions. Fees for engineering
services are based upon WFI's customary hourly rates. For the years ended
December 31, 1997, 1998, 1999 and the three months ended March 31, 2000. the
Company paid $1,940, $30,720, $75,975 and $9,836 (unaudited), respectively, to
WFI for these services. As of December 31, 1997, 1998, 1999 and March 31, 2000,
the Company owed WFI $171, $21,178, $15,053 and $669 (unaudited), respectively.
Subsequent to December 31, 1997, the Chief Executive Officer and Executive Vice
President sold 100% of their interests in WFI.

   In April 1997, Holding entered into an agreement to transfer PCS licenses,
operating assets, liabilities and U.S. Government financing, for the Houston,
Tampa, Melbourne and Orlando BTAs to four newly-formed entities created by
Holding's existing stockholder group: THC of Houston, Inc.; THC of Tampa, Inc.;
THC of Melbourne, Inc.; and THC of Orlando, Inc. (the THC entities). These
assets and liabilities were transferred in exchange for investment units of the
newly-formed THC entities which consisted of Class A, B and C common stock and
Series A preferred stock in August 1997. The carrying amount of the total
assets and liabilities transferred was $15,679 and $12,034, respectively.
Simultaneously, Holding reacquired shares of its preferred and common stock in
a $6,370 partial stock redemption through the exchange of the investment units
in the newly-formed companies of $3,645, which represented the net difference
between the cost of the assets and liabilities transferred and the issuance of
an aggregate of $2,725, of notes payable to those newly-formed THC entities.

   As a result of this transfer, Holding no longer retains any ownership
interest in the THC entities. Because this transaction was non-monetary in
nature and occurred between entities with the same stockholder group, the
transaction was recorded at historical cost. Subsequent to the transfer, the
Company reduced the notes payable by $653 which represented certain costs
incurred by the Company on behalf of the THC entities for the year ended
December 31, 1997 pursuant to Transfer Agreements and Management Agreements.
The combined amounts owed THC Houston, Inc., THC Tampa, Inc., THC Melbourne,
Inc., and THC Orlando, Inc. of $2,073 as of December 31, 1997 were repaid in
full during 1998. As of December 31, 1998, 1999 and March 31, 2000, the
combined amounts owed by the Company to THC Houston, Inc., THC Tampa, Inc., THC
Melbourne, Inc., and THC Orlando, Inc. were $547, $0 and $0 (unaudited),
respectively.

   The Executive Vice President serves as a consultant to ML Strategies, a
division of the law firm, Mintz, Levin, Cohn, Ferris, Glozsky, and Popeo, PC
(the Firm). The Firm also provides services for the Company. The Company
incurred $506 and $951(unaudited) during the year ended December 31, 1999 and
the three months ended March 31, 2000, respectively, for related services
performed by the Firm and the Company owed the Firm $50 and $0 (unaudited) at
December 31, 1999 and March 31, 2000, respectively.

                                      F-36
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)


   As of December 31, 1997, the Company had amounts payable of $824, to
TeleCorp WCS, Inc. (WCS), an affiliate, formerly TeleCorp Management
Corporation, Inc. The amount payable to WCS represented $1,200 of funds
received by the Company on behalf of WCS related to wireless communications
service licenses owned by WCS reduced by expenses and other payments owed by
WCS to the Company. The entire balance due WCS as of December 31, 1997 was
repaid during 1998.

   Pursuant to a Management Agreement, TeleCorp Management Corp. (TMC) provides
assistance to the Company in the form of administrative, operational,
marketing, regulatory and general business services. For these services,
beginning in July 1998, the Company pays a management fee to TMC of $550 per
year plus reimbursement of certain business expenses, payable in equal monthly
installments, plus an annual bonus. The management agreement has a five-year
term, but may be terminated by the Company upon the occurrence of certain
defined events. TMC may terminate the agreement at any time with proper notice.
The Officers of TMC own all of the ownership interest in TMC. For the years
ended December 31, 1998, 1999 and the three months ended March 31, 2000, the
Company paid approximately $533, $1,665 and $276 (unaudited), respectively, to
TMC for these services.

   The Company has entered into a Master Site Lease Agreement with American
Towers, Inc., a company partially owned by certain stockholders of the Company.
Under this arrangement American Towers provides network site leases for PCS
deployment. The Company has incurred $17, $77 and $99 (unaudited) expense for
the years ended December 31, 1998, 1999 and the three months ended March 31,
2000, respectively.

18. Defined Contribution Plan

   During 1998, the Company established the TeleCorp Communications, Inc.
401(k) Plan (the 401(k) Plan), a defined contribution plan in which all
employees over the age of 21 are immediately eligible to participate in the
401(k) Plan. TeleCorp Communications, Inc. is a wholly-owned subsidiary of the
Company. Under the 401(k) Plan, participants may elect to withhold up to 15% of
their annual compensation, limited to $160 of total compensation as adjusted
for inflation. The Company may make a matching contribution based on a
percentage of the participant's contributions. Participants vest in the
Company's matching contributions as follows: 20% after one year; 60% after two
years and 100% after three years. Total Company contributions to the 401(k)
Plan were $505, $888 and $452 (unaudited) for the years ended December 31,
1998, 1999 and the three months ended March 31, 2000, respectively.

                                      F-37
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)


19. Subsidiary Guarantee

   On April 23, 1999, the Company completed the issuance and sale of 11 5/8%
Senior Subordinated Discount Notes. The Notes are fully and unconditionally
guaranteed on a joint and several basis by TeleCorp Communications, Inc., one
of the Company's wholly-owned subsidiaries. Summarized financial information of
TeleCorp, TeleCorp Communications, Inc. and non-guarantor subsidiaries as of
December 31, 1998, 1999 and March 31, 2000 and for the years ended December 31,
1998, 1999 and for the three months ended March 31, 2000 are as follows:

Balance Sheet Information as of December 31, 1998:

<TABLE>
<CAPTION>
                                         TeleCorp
                                      Communications,
                                      Inc.--Guarantor Non-Guarantor
                            TeleCorp    Subsidiary    Subsidiaries  Eliminations Consolidated
                            --------  --------------- ------------- ------------ ------------
 <S>                        <C>       <C>             <C>           <C>          <C>
          ASSETS
 Current assets:
  Cash and cash
   equivalents...........   $ 93,047     $ 21,441       $ (2,755)    $     --      $111,733
  Accounts receivable....        --           --             --            --           --
  Inventory..............        --           778            --            --           778
  Intercompany
   receivables...........    279,078          --             --       (279,078)         --
  Prepaid expenses and
   other current assets..        637        1,393          1,374           --         3,404
                            --------     --------       --------     ---------     --------
  Total current assets...    372,762       23,612         (1,381)     (279,078)     115,915
 Property and equipment,
  net....................      1,499       90,072        105,915           (17)     197,469
 PCS licenses and
  microwave relocation
  Costs..................        --        12,457        105,650           --       118,107
 Intangible assets--AT&T
  agreements.............        --           --          26,285           --        26,285
 Deferred financing
  costs, net.............      8,585          --             --            --         8,585
 Other assets............      4,370            7            276        (4,370)         283
                            --------     --------       --------     ---------     --------
   Total assets..........   $387,216     $126,148       $236,745     $(283,465)    $466,644
                            ========     ========       ========     =========     ========
 LIABILITIES, MANDATORILY
   REDEEMABLE PREFERRED
         STOCK AND
   SHAREHOLDERS' EQUITY
         (DEFICIT)
 Current liabilities:
  Due to affiliates......   $    --      $ 92,923       $186,155     $(279,078)    $    --
  Accounts payable.......        --         8,331          6,261           --        14,592
  Accrued expenses.......         13       41,645         53,214           --        94,872
  Microwave relocation
   obligation............        --         6,636            --            --         6,636
  Accrued interest.......      3,992          --             499           --         4,491
                            --------     --------       --------     ---------     --------
   Total current
    liabilities..........      4,005      149,535        246,129      (279,078)     120,591
 Long-term debt..........    235,460          --           7,925           --       243,385
 Microwave relocation
  obligation.............        --         2,481            --            --         2,481
 Accrued expenses and
  other..................        --           --             196           --           196
                            --------     --------       --------     ---------     --------
   Total liabilities.....    239,465      152,016        254,250      (279,078)     366,653
                            --------     --------       --------     ---------     --------
 Mandatorily redeemable
  preferred stock........    240,409          --             --            --       240,409
 Deferred compensation...        --            (4)           --            --            (4)
 Treasury stock..........        --           --             --            --           --
 Preferred stock
  subscriptions
  Receivable.............    (75,914)         --             --            --       (75,914)
                            --------     --------       --------     ---------     --------
 Total mandatorily
  redeemable preferred
  stock..................    164,495           (4)           --            --       164,491
                            --------     --------       --------     ---------     --------
 Series F preferred
  stock..................        103          --             --            --           103
 Common stock............        493          --             --            --           493
 Additional paid in
  capital................        --           --           4,370        (4,370)         --
 Deferred compensation...        --            (7)           --            --            (7)
 Common stock
  subscriptions
  Receivable.............        (86)         --             --            --           (86)
 Treasury stock..........        --           --             --            --           --
 Accumulated deficit.....    (17,254)     (25,856)       (21,875)          (17)     (65,003)
                            --------     --------       --------     ---------     --------
   Total shareholders'
    equity (deficit).....    (16,744)     (25,864)       (17,505)       (4,387)     (64,500)
                            --------     --------       --------     ---------     --------
   Total liabilities and
    shareholders' equity
    (deficit)............   $387,216     $126,148       $236,745     $(283,465)    $466,644
                            ========     ========       ========     =========     ========
</TABLE>

                                      F-38
<PAGE>


        TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                  ($ in thousands, except per share data)


Balance Sheet Information as of December 31, 1999:

<TABLE>
<CAPTION>
                                           TeleCorp
                                        Communications,
                                        Inc.--Guarantor Non-Guarantor
                             TeleCorp     Subsidiary    Subsidiaries  Eliminations Consolidated
                            ----------  --------------- ------------- ------------ ------------
 <S>                        <C>         <C>             <C>           <C>          <C>
          ASSETS
 Current assets:
  Cash and cash
   equivalents...........   $  186,110     $  (2,724)     $  (1,056)    $    --     $ 182,330
  Accounts receivable....          --         23,443            138          --        23,581
  Inventory..............          --         15,802            --           --        15,802
  Intercompany
   receivables...........      831,623      (415,728)      (415,895)         --           --
  Prepaid expenses and
   other current assets..          146         1,325          2,357          --         3,828
                            ----------     ---------      ---------     --------    ---------
   Total current assets..    1,017,879      (377,882)      (414,456)         --       225,541
 Property and equipment,
  net....................        6,058       176,116        218,347          (71)     400,450
 PCS licenses and
  microwave relocation
  costs..................        2,119        47,835        217,728          --       267,682
 Intangible assets--AT&T
  agreements.............          --            --          37,908          --        37,908
 Deferred financing
  costs, net.............       19,389           188            --           --        19,577
 Other assets............        4,385           601         17,944      (21,886)       1,044
                            ----------     ---------      ---------     --------    ---------
   Total assets..........   $1,049,830     $(153,142)     $  77,471     $(21,957)   $ 952,202
                            ==========     =========      =========     ========    =========
 LIABILITIES, MANDATORILY
   REDEEMABLE PREFERRED
  STOCK AND SHAREHOLDERS'
     EQUITY (DEFICIT)
 Current liabilities:
  Accounts payable.......   $       96     $  12,222      $  26,585     $    --     $  38,903
  Accrued expenses.......          (23)       48,983          3,017          --        51,977
  Microwave relocation
   obligation............          --         36,122            --           --        36,122
  Long-term debt, current
   portion...............          --            --           1,361          --         1,361
  Accrued interest.......          675           --             712          --         1,387
  Deferred revenue.......          --          1,709            --           --         1,709
                            ----------     ---------      ---------     --------    ---------
   Total current
    liabilities..........          748        99,036         31,675          --       131,459
 Long-term debt..........      622,795           --          16,415          --       639,210
 Microwave relocation
  obligation.............          --          2,365            --           --         2,365
 Accrued expenses........          --            --           6,541          --         6,541
                            ----------     ---------      ---------     --------    ---------
   Total liabilities.....      623,543       101,401         54,631          --       779,575
                            ----------     ---------      ---------     --------    ---------
 Mandatorily redeemable
  preferred Stock........      360,182           --             --           --       360,182
 Preferred stock
  subscriptions
  Receivable.............      (97,001)          --             --           --       (97,001)
                            ----------     ---------      ---------     --------    ---------
   Total mandatorily
    redeemable preferred
    stock................      263,181           --             --           --       263,181
                            ----------     ---------      ---------     --------    ---------
 Stockholders' equity
  (deficit):
  Series F preferred
   stock.................          149           --             --           --           149
  Common stock...........          856           --             --           --           856
  Additional paid in
   capital...............      267,442           --          21,886      (21,886)     267,442
  Deferred compensation..      (42,811)          --             --           --       (42,811)
  Common stock
   subscriptions
   Receivable............         (191)          --             --           --          (191)
  Treasury stock.........          --            --             --           --           --
  Accumulated deficit....      (62,339)     (254,543)           954          (71)    (315,999)
                            ----------     ---------      ---------     --------    ---------
   Total shareholders'
    equity (deficit).....      163,106      (254,543)        22,840      (21,957)     (90,554)
                            ----------     ---------      ---------     --------    ---------
   Total liabilities,
    mandatorily
    redeemable preferred
    stock and
    shareholders' equity
    (deficit)............   $1,049,830     $(153,142)     $  77,471     $(21,957)   $ 952,202
                            ==========     =========      =========     ========    =========
</TABLE>

                                      F-39
<PAGE>


        TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                  ($ in thousands, except per share data)

Balance Sheet Information as of March 31, 2000 (Unaudited)

<TABLE>
<CAPTION>
                                                    TeleCorp
                                                 Communications,
                                                 Inc.--Guarantor Non-Guarantor
                                      TeleCorp      Subsidiary   Subsidiaries  Eliminations Consolidated
                                     ----------  --------------- ------------- ------------ ------------
<S>                                  <C>         <C>             <C>           <C>          <C>
              ASSETS
Current assets:
 Cash and cash equivalents.........  $  113,488     $ (16,450)     $  (2,432)    $    --      $ 94,606
 Accounts receivable, net..........         --         30,904            164          --        31,068
 Inventory.........................         --         22,315            --           --        22,315
 Intercompany receivables..........     947,844      (471,227)      (476,617)         --           --
 Prepaid expenses and other current
  assets...........................          88         1,577          2,272          --         3,937
                                     ----------     ---------      ---------     --------     --------
Total current assets...............   1,061,420      (432,881)      (476,613)         --       151,926
Property and equipment, net........       6,339       213,726        241,748          (71)     461,742
PCS licenses and microwave
 relocation costs, net.............       2,105       110,981        160,310          --       273,396
Intangible assets--AT&T agreements,
 net...............................         --            --          36,119          --        36,119
Deferred financing costs, net......      18,811           188            --                     18,999
Other assets.......................       8,354         2,081         17,923      (21,886)       6,472
                                     ----------     ---------      ---------     --------     --------
  Total assets.....................  $1,097,029     $(105,905)     $ (20,513)    $(21,957)    $948,654
                                     ==========     =========      =========     ========     ========
LIABILITIES, MANDATORILY REDEEMABLE
        PREFERRED STOCK AND
   STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
 Accounts payable..................  $      --      $  14,243      $  12,774     $    --      $ 27,017
 Accrued expenses..................       3,925        71,074          4,147          --        79,146
 Microwave relocation obligation,
  current portion..................         --         30,753            --           --        30,753
 Long-term debt, current portion...         --            --           1,461          --         1,461
 Accrued interest..................       1,546           --             644          --         2,190
 Deferred revenue..................         --          2,907            --           --         2,907
                                     ----------     ---------      ---------     --------     --------
  Total current liabilities........       5,471       118,977         19,026          --       143,474
                                     ----------     ---------      ---------     --------     --------
Long-term debt.....................     633,766           --          16,098          --       649,864
Microwave relocation obligation....         --          2,365            --           --         2,365
Accrued expenses...................         --            --           7,877          --         7,877
                                     ----------     ---------      ---------     --------     --------
  Total liabilities................     639,237       121,342         43,001          --       803,580
                                     ----------     ---------      ---------     --------     --------
Mandatorily redeemable preferred
 stock.............................     367,915           --             --           --       367,915
Preferred stock subscriptions
 receivable........................     (97,001)          --             --           --       (97,001)
                                     ----------     ---------      ---------     --------     --------
  Total mandatorily redeemable
   preferred
   stock, net......................     270,914           --             --           --       270,914
                                     ----------     ---------      ---------     --------     --------
Commitments and Contingencies
Stockholders' equity (deficit):
 Series F preferred stock..........         149           --             --           --           149
 Common stock......................         878           --             --           --           878
 Additional paid-in capital........     306,011           --          21,886      (21,886)     306,011
 Deferred compensation.............     (42,182)           (7)           --           --       (42,189)
 Common stock subscriptions
  receivable.......................        (191)          --             --           --          (191)
 Accumulated deficit...............     (77,787)     (227,240)       (85,400)         (71)    (390,498)
                                     ----------     ---------      ---------     --------     --------
  Total stockholders' equity
   (deficit).......................     186,878      (227,247)       (63,514)     (21,957)    (125,840)
                                     ----------     ---------      ---------     --------     --------
  Total liabilities, mandatorily
   redeemable preferred stock and
   stockholders' equity
   (deficit).......................  $1,097,029     $(105,905)     $ (20,513)    $(21,957)    $948,654
                                     ==========     =========      =========     ========     ========
</TABLE>


                                      F-40
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)
Statement of Operations Information for the year ended December 31, 1998:

<TABLE>
<CAPTION>
                                       TeleCorp
                                    Communications,
                                    Inc.--Guarantor Non-Guarantor
                          TeleCorp    Subsidiary    Subsidiaries  Eliminations Consolidated
                          --------  --------------- ------------- ------------ ------------
<S>                       <C>       <C>             <C>           <C>          <C>
Revenue:
  Service...............  $    --      $    --        $    --       $   --       $    --
  Roaming...............       --            29            --           --             29
  Equipment.............       --           777            261       (1,038)          --
                          --------     --------       --------      -------      --------
    Total revenue.......       --           806            261       (1,038)           29
                          --------     --------       --------      -------      --------
Operating expenses:
  Cost of revenue.......       --           --             --           --            --
  Operations and
   development..........       --         5,218          4,675         (121)        9,772
  Selling and
   marketing............       --         4,920          1,405          --          6,325
  General and
   administrative.......       975       16,137         10,027         (900)       26,239
  Depreciation and
   amortization.........       --           459          1,125          --          1,584
                          --------     --------       --------      -------      --------
    Total operating
     expense............       975       26,734         17,232       (1,021)       43,920
                          --------     --------       --------      -------      --------
    Operating loss......      (975)     (25,928)       (16,971)         (17)      (43,891)
Other (income) expense:
  Interest expense......    11,923          --              11          --         11,934
  Interest income.......    (4,427)         (87)          (183)         --         (4,697)
  Other expense.........        21            5              1          --             27
                          --------     --------       --------      -------      --------
    Net loss............    (8,492)     (25,846)       (16,800)         (17)      (51,155)
Accretion of mandatorily
 redeemable Preferred
 stock..................    (8,567)         --             --           --         (8,567)
                          --------     --------       --------      -------      --------
    Net loss
     attributable to
     common equity......  $(17,059)    $(25,846)      $(16,800)     $   (17)     $(59,722)
                          ========     ========       ========      =======      ========
</TABLE>

                                      F-41
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

Statement of Operations Information for the year ended December 31, 1999:

<TABLE>
<CAPTION>
                                        TeleCorp
                                     Communications,
                                     Inc.--Guarantor Non-Guarantor
                          TeleCorp     Subsidiary    Subsidiaries  Eliminations Consolidated
                          ---------  --------------- ------------- ------------ ------------
<S>                       <C>        <C>             <C>           <C>          <C>
Revenue:
  Service...............  $     --      $  41,100      $  4,282      $(4,063)    $  41,319
  Roaming...............        --         29,010           --           --         29,010
  Equipment.............        --         17,353           --           --         17,353
                          ---------     ---------      --------      -------     ---------
    Total Revenue.......        --         87,463         4,282       (4,063)       87,682
Operating expenses:
  Cost of revenue.......        --         39,259           --           --         39,259
  Operations and
   development..........      1,472        26,833        11,682       (4,008)       35,979
  Selling and
   marketing............        937        69,514           729          --         71,180
  General and
   administrative.......     30,579        59,296         2,710          --         92,585
  Depreciation and
   amortization.........        787        20,910        33,413          --         55,110
                          ---------     ---------      --------      -------     ---------
    Total operating
     expense............     33,775       215,812        48,534       (4,008)      294,113
                          ---------     ---------      --------      -------     ---------
    Operating loss......    (33,775)     (128,349)      (44,252)         (55)     (206,431)
Other (income) expense:
  Interest expense......     49,356            15         1,942          --         51,313
  Interest income.......     (6,200)         (243)          (21)         --         (6,464)
  Other expense.........        --           (147)         (137)         --           (284)
                          ---------     ---------      --------      -------     ---------
    Net loss............    (76,931)     (127,974)      (46,036)         (55)     (250,996)
Accretion of mandatorily
 redeemable Preferred
 stock..................    (24,124)          --            --           --        (24,124)
                          ---------     ---------      --------      -------     ---------
    Net loss
     attributable to
     common equity......  $(101,055)    $(127,974)     $(46,036)     $   (55)    $(275,120)
                          =========     =========      ========      =======     =========
</TABLE>

                                      F-42
<PAGE>


        TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                  ($ in thousands, except per share data)

Statement of Operations Information for the three months ended March 31, 2000
(Unaudited):

<TABLE>
<CAPTION>
                                           TeleCorp         Non-Guarantor
                                    Communications, Inc. --
                          TeleCorp    Guarantor Subsidiary  Subsidiaries  Eliminations Consolidated
                          --------  ----------------------- ------------- ------------ ------------
<S>                       <C>       <C>                     <C>           <C>          <C>
Revenue:
  Service...............  $     --         $ 36,757           $  1,837      $(1,657)     $ 36,937
  Roaming...............        --           11,452                 --           --        11,452
  Equipment.............        --            7,057                 --           --         7,057
                          --------         --------           --------      -------      --------
    Total revenue.......        --           55,266              1,837       (1,657)       55,446
                          --------         --------           --------      -------      --------
Operating expenses:
  Cost of revenue.......        --           19,026                 --           --        19,026
  Operations and
   development..........        --            8,795              2,171           --        10,966
  Selling and
   marketing............        --           34,093                532           --        34,625
  General and
   administrative.......       322           26,273                681           --        27,276
  Depreciation and
   amortization.........       355            9,349             13,764           --        23,468
                          --------         --------           --------      -------      --------
    Total operating
     expenses...........       677           97,536             17,148           --       115,361
                          --------         --------           --------      -------      --------
    Operating loss......      (677)         (42,270)           (15,311)      (1,657)      (59,915)
Other expense (income):
  Interest expense......    16,458               --                532           --        16,990
  Interest income.......    (2,329)             (40)               (15)          --        (2,384)
  Other income..........        --               --                (22)          --           (22)
                          --------         --------           --------      -------      --------
    Net loss............   (14,806)         (42,230)           (15,806)      (1,657)      (74,499)
Accretion of mandatorily
 redeemable preferred
 stock..................    (7,733)              --                 --           --        (7,733)
                          --------         --------           --------      -------      --------
    Net loss
     attributable to
     common equity......  $(22,539)        $(42,230)          $(15,806)     $(1,657)     $(82,232)
                          ========         ========           ========      =======      ========
</TABLE>

                                      F-43
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

Cash Flow Information for the year ended December 31, 1998:

<TABLE>
<CAPTION>
                                                                   TeleCorp
                                                                Communications,
                                                                Inc.--Guarantor
                                                     TeleCorp     Subsidiary
                                                     ---------  ---------------
<S>                                                  <C>        <C>
Cash flows from operating activities:
Net loss............................................ $  (8,496)    $(26,645)
  Adjustment to reconcile net loss to net cash used
   in operating activities:
  Depreciation and amortization.....................       --           581
  Noncash interest expense associated with Lucent
   notes and senior subordinated debt...............       460          --
  Amortization of deferred financing costs..........       525          --
  Changes in cash flow from operations resulting
   from changes in assets and liabilities:
  Accounts receivable...............................       (57)        (473)
  Inventory.........................................       --          (778)
  Prepaid expenses and other current assets.........      (580)        (920)
  Other assets......................................       --            (7)
  Accounts payable..................................       --         2,260
  Accrued expenses..................................        13       16,211
  Accrued interest..................................     3,992          --
                                                     ---------     --------
    Net cash used in operating activities...........    (4,143)      (9,771)
                                                     ---------     --------
Cash flows from investing activities:
  Expenditures for network under development,
   wireless network and property and Equipment......       --       (58,205)
  Capitalized interest on network under development
   and wireless network.............................      (227)         --
  Expenditures for microwave relocation.............       --        (3,339)
  Purchase of PCS licenses..........................   (21,000)         --
  Partial refund of deposit on PCS licenses.........       --           --
                                                     ---------     --------
    Net cash used in investing activities...........   (21,227)     (61,544)
                                                     ---------     --------
Cash flows from financing activities:
  Proceeds from sale of mandatorily redeemable
   preferred stock..................................    26,661          --
  Direct issuance costs from sale of mandatorily
   redeemable preferred stock.......................    (1,027)         --
  Proceeds from sale of common stock................        38          --
  Proceeds from long-term debt......................   235,000          --
  Payments of deferred financing costs..............    (9,109)         --
  Proceeds from cash transfers from and expenses
   paid by affiliates...............................     1,065      121,750
  Payments on behalf of and transfers to
   affiliates.......................................  (134,215)     (28,994)
                                                     ---------     --------
    Net cash provided by financing activities.......   118,417       92,756
                                                     ---------     --------
  Net increase in cash and cash equivalents.........    93,047       21,441
  Cash and cash equivalents at the beginning of
   period...........................................       --           --
                                                     ---------     --------
  Cash and cash equivalents at the end of period.... $  93,047     $ 21,441
                                                     =========     ========
</TABLE>

                                      F-44
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

Cash Flow Information for the year ended December 31, 1999:
<TABLE>
<CAPTION>
                                                                    TeleCorp
                                                                 Communication,
                                                                     Inc.--
                                                                   Guarantor
                                                      TeleCorp     Subsidiary
                                                      ---------  --------------
<S>                                                   <C>        <C>
Cash flows from operating activities:
 Net loss............................................ $ (76,931)   $(127,974)
  Adjustment to reconcile net loss to net cash used
   in operating activities:
  Depreciation and amortization......................       787       18,102
  Noncash compensation expense associated with the
   issuance of restricted common stock and preferred
   stock.............................................    31,817          --
  Noncash accretion of Series E preferred stock......
  Noncash interest expense associated with Lucent
   Notes and High Yield facility.....................    26,895
  Noncash general and administrative expense charged
   by affiliates.....................................                  2,962
Changes in cash flow from operations resulting from
 changes in assets and liabilities:
  Accounts receivable................................       --       (23,443)
  Inventory..........................................       --       (15,024)
  Prepaid expenses and other current assets..........       491           68
  Other assets.......................................       (15)       6,343
  Accounts payable...................................        96        3,891
  Accrued expenses...................................       (36)       7,338
  Accrued interest...................................    (3,317)         --
  Deferred revenue...................................       --         1,709
                                                      ---------    ---------
    Net cash used in operating activities............   (20,213)    (126,028)
                                                      ---------    ---------
Cash flows from investing activities:
  Expenditures for network under development,
   wireless network and property and equipment.......    (5,016)     (92,575)
  Capitalized interest on network under development
   and wireless network..............................    (5,317)         --
  Expenditures for microwave relocation..............       --        (5,654)
  Purchase of PCS licenses...........................    (2,146)         --
                                                      ---------    ---------
    Net cash used in investing activities............   (12,479)     (98,229)
                                                      ---------    ---------
Cash flows from financing activities:
  Proceeds from sale of mandatorily redeemable
   preferred stock...................................    70,323          --
  Proceeds from sale of common stock and series F
   preferred stock...................................    21,725          --
  Receipt of preferred stock subscription
   receivable........................................     9,414          --
  Redeemable Preferred stock.........................    (2,500)         --
  Proceeds associated with IPO.......................   197,317          --
  Costs associated with IPO..........................    (1,801)         --
  Proceeds from long-term debt.......................   236,502          --
  Payments of deferred financing costs...............   (12,742)         --
  Proceeds from cash transfers from and expenses paid
   by affiliates.....................................  (392,483)     200,092
                                                      ---------    ---------
    Net cash provided by financing activities........   125,755      200,092
                                                      ---------    ---------
    Net increase in cash and cash equivalents........    93,063      (24,165)
    Cash and cash equivalents at the beginning of
     period..........................................    93,047       21,441
                                                      ---------    ---------
  Cash and cash equivalents at the end of period..... $ 186,110    $  (2,724)
                                                      =========    =========
</TABLE>

                                      F-45
<PAGE>


        TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                  ($ in thousands, except per share data)

Cash Flow Information for the three months ended March 31, 2000 (Unaudited):

<TABLE>
<CAPTION>
                                                                   TeleCorp
                                                                Communications,
                                                                Inc.--Guarantor
                                                     TeleCorp     Subsidiary
                                                     ---------  ---------------
<S>                                                  <C>        <C>
Cash flows from operating activities:
 Net loss..........................................  $ (14,806)    $(42,230)
  Adjustment to reconcile net loss to net cash
   (used in) provided by
   operating activities:
  Depreciation and amortization....................        355        9,349
  Noncash compensation expense.....................      5,077          --
  Noncash interest expense.........................     11,089          --
  Bad debt expense.................................        --         1,661
Changes in cash flow from operations resulting from
 changes in assets and liabilities:
  Accounts receivable..............................        --        (7,487)
  Intercompany receivables.........................   (116,221)      55,499
  Inventory........................................        --        (6,513)
  Prepaid expenses and other current assets........        (58)        (102)
  Other assets.....................................     (3,969)      (1,480)
  Accounts payable.................................        (96)       2,021
  Accrued expenses.................................      8,970       21,967
  Accrued interest.................................        871          --
  Deferred revenue.................................        --         1,198
                                                     ---------     --------
    Net cash (used in) provided by operating
     activities....................................   (108,788)      33,883
                                                     ---------     --------
Cash flows from investing activities:
  Expenditures for property and equipment..........        --       (46,905)
  Capitalized interest.............................       (622)         --
  Expenditures for microwave relocation............        --          (369)
  Capitalized Tritel acquisition costs.............     (5,081)         --
                                                     ---------     --------
    Net cash used in investing activities..........     (5,703)     (47,274)
                                                     ---------     --------
Cash flows from financing activities:
  Proceeds from sale of common stock...............     41,869          --
  Payments on long term debt.......................        --          (335)
                                                     ---------     --------
    Net cash provided by (used in) financing
     activities....................................     41,869         (335)
                                                     ---------     --------
    Net decrease in cash and cash equivalents......    (72,622)     (13,726)
    Cash and cash equivalents at the beginning of
     period........................................    186,110       (2,724)
                                                     ---------     --------
  Cash and cash equivalents at the end of period...  $ 113,488     $(16,450)
                                                     =========     ========
</TABLE>

20. Subsequent Events

 Acquisitions

   On April 7, 2000, the Company completed its acquisition of TeleCorp LMDS,
Inc. (TeleCorp LMDS) through an exchange of all of the outstanding stock of
TeleCorp LMDS for 878,400 shares of the Company's class A common stock valued
at $45,896. TeleCorp LMDS's stockholders are Mr. Vento, Mr. Sullivan and three
of the Company's initial investors. As Mr. Vento and Mr. Sullivan have voting
control of the Company and TeleCorp LMDS, the acquisition is accounted for as
an acquisition between companies under common control. The licenses acquired
will be recorded by the Company at $2,707 which represents the cost basis of
TeleCorp LMDS. The remaining $43,189 is considered a distribution to
shareholders of TeleCorp LMDS. By acquiring

                                      F-46
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)
TeleCorp LMDS, TeleCorp gained local multipoint distribution service licenses
covering 1100 MHz of airwaves in the Little Rock, Arkansas basic trading area
and 150 MHz of airwaves in each of the Beaumont, Texas; New Orleans, Louisiana;
San Juan and Mayaguez, Puerto Rico; and U.S. Virgin Islands basic trading
areas.

   On April 11, 2000, the Company completed its acquisition of the 15% of Viper
Wireless, Inc. (Viper Wireless) that it did not already own from Mr. Vento and
Mr. Sullivan in exchange for an aggregate of 323,372 shares of TeleCorp's class
A common stock and 800 shares of its series E preferred stock. The Company
acquired 85% of Viper Wireless on March 1, 1999 in exchange for $32,286
contributed by AT&T and certain of the Company's other initial investors for
additional shares of its preferred and common stock. Viper Wireless used the
proceeds to participate in the Federal Communications Commission's reauction of
PCS licenses. Viper Wireless was subsequently granted six PCS licenses in the
reauction. In connection with the final closing, the Company recognized
compensation expense of $15,297 based on the fair value of the class A common
stock and series E preferred stock at the date of issuance.

   On April 27, 2000, the Company completed its acquisition of 15 MHz of
additional airwaves in the Lake Charles, Louisiana basic trading area from Gulf
Telecom, LLC (Gulf Telecom). As consideration for the additional airwaves the
Company paid Gulf Telecom $262 in cash, assumed approximately $2,400 in Federal
Communications Commission debt related to the license and reimbursed Gulf
Telecom $471 for interest it paid to the Federal Communications Commission on
the debt related to the license from June 1998 through March 2000. The entire
purchase price will be allocated to acquired licenses.

 Tritel Merger and Contribution and exchange with AT&T Wireless

   On February 28, 2000, the Company agreed to merge with Tritel, Inc. through
a merger of each of the Company and Tritel into a newly formed subsidiary of a
new holding company. The merger will result in exchange of 100% of the
outstanding common and preferred stock of the Company and Tritel for common and
preferred stock of the newly formed entity, to be called TeleCorp PCS, Inc. The
new entity will be controlled by the Company's voting preference common
stockholders. Both the Company and Tritel will become subsidiaries of the
holding company.

   This transaction will be accounted for using the purchase method of
accounting. The purchase price for Tritel will be determined based on the fair
value of the shares of the new holding company issued to the former
shareholders of Tritel plus cash, the fair value associated with the conversion
of outstanding Tritel options and warrants to holding company options and
warrants, liabilities assumed, and merger related costs. The fair value of the
shares issued will be determined based on the existing market price of the
Company's class A common stock, which is publicly traded, and, for those shares
that do not have a readily available market price, through valuation by an
investment banking firm. The purchase price for this transaction will be
allocated to the assets acquired based on their estimated fair values. The
excess of the purchase price over the assets acquired will be recorded as
goodwill and amortized over 20 years.

   The proposed merger has been unanimously approved by the Company's and
Tritel's board of directors, with three of the Company's directors abstaining.
In addition, shareholders with greater than 50% of the voting power of each
company have agreed to vote in favor of the merger. The merger is subject to
regulatory approval and other conditions and is expected to close in the last
quarter of 2000.

   In connection with the Company's merger with Tritel, AT&T has agreed to
contribute certain assets and rights to the Company. This contribution will
result in the Company acquiring various assets in exchange for the
consideration issued as follows:

                                      F-47
<PAGE>

          TELECORP PCS, INC. AND SUBSIDIARIES AND PREDECESSOR COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                    ($ in thousands, except per share data)

    The Company acquires:

      . $20,000 cash from AT&T Wireless Services.

      . The right to acquire all of the common and preferred stock of
           Indus, Inc. (Indus).

      . The right to acquire additional wireless properties and assets
           from Airadigm Communications, Inc. (Airadigm).

      . The two year extension and expansion of the AT&T network
           membership licenses agreement to cover all people in Holding
           Company's markets.

    Consideration issued:

      . 9,272,740 shares of class A common stock of the new holding
           company formed from the Tritel merger to AT&T Wireless
           Services.

   Separately, AT&T Wireless and the Company entered into an Asset Exchange
Agreement pursuant to which the Company has agreed to exchange certain assets
with AT&T Wireless, among other consideration.

   The Company is receiving certain consideration in exchange for assets as
follows:

    The Company acquires:

      . $80,000 in cash from AT&T Wireless.

      . AT&T Wireless 10 MHZ PCS licenses in the areas covering part of
           the Wisconsin market, in addition to adjacent licenses.

      . AT&T Wireless's existing 10 MHZ PCS licenses in Fort Dodge, and
           Waterloo, Iowa.

      . The right to acquire additional wireless properties from Polycell
           Communications, Inc. (Polycell) and ABC Wireless, L.L.C. (ABC
           Wireless).

    Consideration issued:

     .  The Company's New England Market Segment to AT&T Wireless.

     .  Cash or class A common stock to Polycell and cash to ABC Wireless.

   Further, AT&T has agreed to extend the term of the roaming agreement and to
expand the geographic Coverage of the AT&T operating agreements with TeleCorp
to include the new markets, either through amending TeleCorp's existing
agreements or by entering into new agreements with Holding Company on
substantially the same terms as TeleCorp's existing agreements. In addition,
TeleCorp has granted AT&T Wireless a "right of first refusal" with respect to
certain markets transferred by AT&T Wireless Services or AT&T Wireless
triggered in the event of a sale of the Company to a third party.

   These transactions will be accounted for as an asset purchase and
disposition and recorded at fair value. The purchase price will be determined
based on cash paid, the fair value of the Class A common stock issued, and the
fair value of the assets relinquished. The purchase price will be
proportionately allocated to the noncurrent assets acquired based on their
estimated fair values. A gain is recognized as the difference between the fair
value of the New England assets disposed and their net book value. This
transaction is also subject to regulatory approval and other conditions and is
expected to close in the second half of 2000. The failure of these transactions
to occur does not prevent the Tritel merger from occurring.

                                      F-48
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Tritel, Inc.:

   We have audited the accompanying consolidated balance sheets of Tritel, Inc.
and subsidiaries (the Company) as of December 31, 1998 and 1999, 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, 1999. These consolidated financial statements are the
responsibility of the Company's management. 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 subsidiaries as of December 31, 1998 and 1999, and the
results of their operations and their cash flows for each of the years in the
three year period ended December 31, 1999 in conformity with generally accepted
accounting principles.

                                          KPMG LLP

Jackson, Mississippi
February 18, 2000, except with
 respect to Note 21 which is
 as of February 28, 2000

                                      F-49
<PAGE>

                                  TRITEL, INC.

                          CONSOLIDATED BALANCE SHEETS

         December 31, 1998 and 1999 and March 31, 2000 (unaudited)

                 (amounts in thousands, except share data)

<TABLE>
<CAPTION>
                                                  December 31,
                                               --------------------   March 31,
                                                 1998       1999        2000
                                               --------  ----------  -----------
                                                                     (unaudited)
<S>                                            <C>       <C>         <C>
                   ASSETS
Current assets:
  Cash and cash equivalents..................  $    846  $  609,269  $  482,459
  Due from affiliates........................       241       2,565       2,962
  Accounts receivable, net...................       --        5,040       8,708
  Inventory..................................       --        8,957      16,410
  Prepaid expenses and other current assets..       719       4,733       5,226
                                               --------  ----------  ----------
    Total current assets.....................     1,806     630,564     515,765
                                               --------  ----------  ----------
Restricted cash..............................       --        6,594       6,125
Property and equipment, net..................    13,816     262,343     292,215
Federal Communications Commission licensing
 costs, net..................................    71,466     201,946     203,107
Intangible assets, net.......................       --       59,508      58,077
Other assets.................................     1,933      35,407      34,585
                                               --------  ----------  ----------
    Total assets.............................  $ 89,021  $1,196,362  $1,109,874
                                               ========  ==========  ==========
   LIABILITIES, REDEEMABLE PREFERRED STOCK
           AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable..............................  $ 22,405  $      --   $      --
  Current maturities of long-term debt.......       --          923         960
  Accounts payable...........................     8,221     103,677      45,807
  Accrued liabilities........................     2,285       9,647      18,311
                                               --------  ----------  ----------
    Total current liabilities................    32,911     114,247      65,078
                                               --------  ----------  ----------
Non-current liabilities:
  Long-term debt.............................    51,599     557,716     564,483
  Note payable to related party..............     6,270         --          --
  Deferred income taxes and other
   liabilities...............................       224      37,367      38,891
                                               --------  ----------  ----------
    Total non-current liabilities............    58,093     595,083     603,374
                                               --------  ----------  ----------
    Total liabilities........................    91,004     709,330     668,452
                                               --------  ----------  ----------
Series A 10% redeemable convertible preferred
 stock.......................................       --       99,586     101,853
Stockholders' equity:
  Preferred stock, 3,100,000 shares
   authorized:
    Series D, 46,374 shares outstanding at
     December 31, 1999.......................       --       46,374      46,374
  Common stock, 30 shares issued and
   outstanding at December 31, 1998..........       --          --          --
  Common stock issued and outstanding at
   December 31, 1999
    Class A Voting--97,796,906 shares; Class
     B Non-voting--2,927,120 shares; Class
     C--1,380,448 shares; Class D--4,962,804
     shares; Voting Preference--6 shares.....       --        1,071       1,071
  Contributed capital--Predecessor
   Companies.................................    13,497         --          --
  Additional paid in capital.................       --      611,277     719,563
  Accumulated deficit........................   (15,480)   (271,276)   (427,439)
                                               --------  ----------  ----------
    Total stockholders' equity (deficit).....    (1,983)    387,446     339,569
                                               --------  ----------  ----------
    Total liabilities, redeemable preferred
     stock and stockholders' equity..........  $ 89,021  $1,196,362  $1,109,874
                                               ========  ==========  ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-50
<PAGE>

                                  TRITEL, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

         For the Years Ended December 31, 1997, 1998 and 1999 and

              the Three Months Ended March 31, 1999 and 2000

               (amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                           Three Months
                                                               Ended
                          Years Ended December 31,           March 31,
                         ----------------------------  -----------------------
                          1997      1998      1999        1999        2000
                         -------  --------  ---------  ----------  -----------
                                                            (unaudited)
<S>                      <C>      <C>       <C>        <C>         <C>
Revenues................ $   --   $    --   $   6,759  $      --   $    15,499
                         -------  --------  ---------  ----------  -----------
Operating expenses:
  Cost of services and
   equipment............     --        --       6,966         --        13,703
  Technical operations..     104     1,939     18,459       1,956       10,192
  General and
   administrative.......   3,123     4,947     22,915       2,890        9,328
  Sales and marketing...      28       452     20,404       1,016       12,139
  Stock-based
   compensation.........     --        --     190,664         --       108,297
  Depreciation and
   amortization.........      20       348     12,839       1,609       10,551
                         -------  --------  ---------  ----------  -----------
    Total operating
     expenses...........   3,275     7,686    272,247       7,471      164,210
                         -------  --------  ---------  ----------  -----------
  Operating loss........  (3,275)   (7,686)  (265,488)     (7,471)    (148,711)
Interest income.........     121        77     16,791       1,127        8,669
Financing cost..........     --        --      (2,230)     (2,230)         --
Interest expense........     --       (722)   (24,970)        --       (14,360)
                         -------  --------  ---------  ----------  -----------
  Loss before
   extraordinary item
   and income taxes.....  (3,154)   (8,331)  (275,897)     (8,574)    (154,402)
Income tax benefit......     --        --      28,443       2,327          506
                         -------  --------  ---------  ----------  -----------
  Loss before
   extraordinary items..  (3,154)   (8,331)  (247,454)     (6,247)    (153,896)
Extraordinary item--
  Loss on return of
   spectrum.............     --     (2,414)       --          --           --
                         -------  --------  ---------  ----------  -----------
  Net loss..............  (3,154)  (10,745)  (247,454)     (6,247)    (153,896)
Series A preferred
 dividend requirement...     --        --      (8,918)     (2,087)      (2,267)
                         -------  --------  ---------  ----------  -----------
Net loss available to
 common stockholders.... $(3,154) $(10,745) $(256,372) $   (8,334) $  (156,163)
                         =======  ========  =========  ==========  ===========
Basic and diluted net
 loss per share.........                    $  (33.25) $    (2.80) $     (1.32)
                                            =========  ==========  ===========
Weighted average common
 shares outstanding.....                    7,710,649  $2,985,177  118,136,289
                                            =========  ==========  ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-51
<PAGE>

                                  TRITEL, INC.

          CONSOLIDATED STATEMENTS OF MEMBERS' AND STOCKHOLDERS' EQUITY

         For the Years Ended December 31, 1997, 1998 and 1999 and

                the Three Month Period Ended March 31, 2000

<TABLE>
<CAPTION>
                                                        Additional             Members' and
                          Preferred  Common Contributed  Paid in   Accumulated Stockholders'
                            Stock    Stock    Capital    Capital     Deficit      Equity
                          ---------  ------ ----------- ---------- ----------- -------------
                                               (amounts in thousands)
<S>                       <C>        <C>    <C>         <C>        <C>         <C>
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)
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
Conversion of preferred
 stock into common
 stock..................   (174,658)    783       --      173,875         --           --
Sale of common stock,
 net of issuance costs
 of $15,338.............        --      288       --      242,238         --       242,526
Stock-based
 compensation...........        --      --        --      190,664         --       190,664
Accrual of dividends on
 Series A redeemable
 preferred stock........        --      --        --          --       (8,918)      (8,918)
Net loss................        --      --        --          --     (247,454)    (247,454)
                          ---------  ------  --------    --------   ---------    ---------
Balance at December 31,
 1999...................     46,374   1,071       --      611,277    (271,276)     387,446
                          ---------  ------  --------    --------   ---------    ---------
Unaudited:
 Stock issuance costs...        --      --        --          (62)        --           (62)
 Exercise of stock
  options...............        --      --        --           51         --            51
 Stock-based
  compensation..........        --      --        --      108,297         --       108,297
 Accrual of dividends on
  Series A redeemable
  preferred stock.......        --      --        --          --       (2,267)      (2,267)
 Net loss...............        --      --        --          --     (153,896)    (153,896)
                          ---------  ------  --------    --------   ---------    ---------
Balance, March 31, 2000
 (unaudited)............  $  46,374  $1,071  $    --     $719,563   $(427,439)   $ 339,569
                          =========  ======  ========    ========   =========    =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-52
<PAGE>

                                  TRITEL, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

   For the Years Ended December 31, 1997, 1998 and 1999, and the Three Months
                       Ended March 31, 1999 and 2000

                          (amounts in thousands)

<TABLE>
<CAPTION>
                                                            Three Months Ended
                               Years Ended December 31,         March 31,
                              ----------------------------  -------------------
                               1997      1998      1999       1999      2000
                              -------  --------  ---------  --------  ---------
                                                               (unaudited)
<S>                           <C>      <C>       <C>        <C>       <C>
Cash flows from operating
 activities:
  Net loss..................  $(3,154) $(10,745) $(247,454) $ (6,247) $(153,896)
  Adjustments to reconcile
   net loss to net cash used
   in operating activities:
    Loss on return of
     spectrum...............      --      2,414        --        --         --
    Financing costs.........      --        --       2,230     2,230        --
    Depreciation and
     amortization...........       20       348     12,839     1,609     10,551
    Stock-based compensation
     and grant of
     unrestricted rights in
     common stock to
     officer................      --        --     195,164       --     108,297
    Accretion of discount on
     debt and amortization
     of debt issue costs....      --        --      10,608       --       6,472
    Deferred income tax
     benefit................      --        --     (28,443)   (2,327)      (506)
    Changes in operating
     assets and liabilities:
      Inventory.............      --        --      (8,957)      --      (7,453)
      Accounts payable and
       accrued expenses.....       45      (180)    24,659    (3,870)   (10,935)
      Other current assets
       and liabilities......     (814)     (333)   (11,721)      404     (4,368)
                              -------  --------  ---------  --------  ---------
        Net cash used in
         operating
         activities.........   (3,903)   (8,496)   (51,075)   (8,201)   (51,838)
                              -------  --------  ---------  --------  ---------
Cash flows from investing
 activities:
  Capital expenditures......       (6)   (5,970)  (172,448)  (22,358)   (73,166)
  Payment for Federal
   Communications Commission
   licenses.................   (3,935)      --         --        --         --
  Refund of Federal
   Communications Commission
   deposit..................    1,376       --         --        --         --
  Advance under notes
   receivable...............      --        --      (7,550)   (7,500)       --
  Capitalized interest on
   network construction and
   Federal Communications
   Commission licensing
   costs....................     (415)   (2,905)   (13,623)   (3,715)    (1,806)
  (Increase) decrease in
   restricted cash..........      --        --      (6,594)   (8,393)       568
  Other.....................      (72)      --        (614)      --        (144)
                              -------  --------  ---------  --------  ---------
        Net cash used in
         investing
         activities.........   (3,052)   (8,875)  (200,829)  (41,966)   (74,548)
                              -------  --------  ---------  --------  ---------
Cash flows from financing
 activities:
  Proceeds from notes
   payable to related
   parties..................    5,700       --         --        --         --
  Proceeds from notes
   payable..................    5,000    38,705        --        --         --
  Proceeds from (repayment
   of) long-term debt.......      --        --     300,000   200,000       (215)
  Proceeds from senior
   subordinated discount
   notes....................      --        --     200,240       --         --
  Repayments of notes
   payable..................   (6,200)  (21,300)   (22,100)  (22,100)       --
  Payment of preferred stock
   issuance costs...........      --        --      (8,507)      --         --
  Payment of debt issuance
   costs and other deferred
   charges..................   (1,251)     (951)   (30,202)  (27,201)      (199)
  Proceeds from vendor
   discount.................      --        --      15,000    15,000        --
  Issuance of preferred
   stock....................      --        --     163,370   113,623        --
  Issuance of common stock,
   net of issuance costs....      --        --     242,526       --         (10)
  Capital contributions, net
   of related expenses......    5,437       --         --        --         --
                              -------  --------  ---------  --------  ---------
        Net cash provided by
         financing
         activities.........    8,686    16,454    860,327   279,322       (424)
                              -------  --------  ---------  --------  ---------
Net increase (decrease) in
 cash and cash equivalents..    1,731      (917)   608,423   229,155   (126,810)
Cash and cash equivalents at
 beginning of period........       32     1,763        846       846    609,269
                              -------  --------  ---------  --------  ---------
Cash and cash equivalents at
 end of period..............  $ 1,763  $    846  $ 609,269  $230,001  $ 482,459
                              =======  ========  =========  ========  =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-53
<PAGE>

                         TRITEL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      (All information subsequent to December 31, 1999 is unaudited)

(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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, to acquire 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 to develop 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. The controlling shareholders of the
Predecessor Companies control Tritel. 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."

   Tritel began commercial operations during the fourth quarter of 1999. Prior
to that time, Tritel and the Predecessor Companies were considered to be in the
development stage.

   The consolidated accounts of the Company include its subsidiaries, Tritel
PCS, Inc. ("Tritel PCS"); 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.

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.

Accounts Receivable

   Accounts receivable balances are presented net of allowances for losses. The
Company's allowance for losses was $42,000 and $230,000 as of December 31, 1999
and March 31, 2000, respectively.

Inventory

   Inventory consisting primarily of wireless telephones and telephone
accessories is stated at cost.

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 8. Under the terms of the agreement, the Company has
placed on deposit $6,594,000 and $6,125,000 at December 31, 1999 and March 31,
2000, respectively, with the depository bank, which will be used for the
payment of interest and/or commitment fees due under the bank facility.


                                      F-54
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

Property and Equipment

   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 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.

Federal Communications Commission Licensing Costs

   Licensing costs are accounted for in accordance with industry standards and
include the value of license fees at date of acquisition and the direct costs
incurred to obtain the licenses. Licensing costs also include capitalized
interest during the period of time necessary to build out the wireless network.

   The Federal Communications Commission 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 begins for each
geographic service area upon commencement of service, is over a period of 40
years. Accumulated amortization on Federal Communications Commission licensing
costs at December 31, 1999 and March 31, 2000 was $597,000 and $1,414,000,
respectively.

   The Company evaluates the propriety of the carrying amounts of its Federal
Communications Commission licensing costs whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. There
have been no impairments through March 31, 2000.

Derivative Financial Instruments

   Derivative financial instruments in the form of 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.
Amounts paid or received under these agreements are included in interest
expense during the period accrued or earned.

Interest Capitalization

   In accordance with Statement of Financial Accounting Standards ("SFAS") No.
34, Tritel capitalizes interest expense related to the construction or purchase
of certain assets including its Federal Communications Commission licenses
which constitute activities preliminary to the commencement of the planned
principal operations. Interest capitalized in the years ended December 31,
1997, 1998, and 1999 was $7,214,000, $10,545,000 and $23,685,000, respectively.
Interest capitalized in the three months ended March 31, 2000 was $3,287,000.

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

                                      F-55
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

statements do not include any provision for income tax benefit for the years
ended December 31, 1997 and 1998 or any deferred income taxes on any temporary
differences in asset bases as of December 31, 1998.

   As of January 7, 1999, the Company accounts for income taxes in accordance
with SFAS No. 109, which requires the use of the asset and liability method in
accounting for deferred taxes.

Revenue Recognition

   The Company earns revenue by providing wireless services to both its
subscribers and subscribers of other wireless carriers traveling in the
Company's service area, as well as sale of equipment and accessories.
Generally, access fees, airtime and long distance are billed monthly and are
recognized as service is provided. Revenue from the sale of equipment is
recognized when sold to the customer.

Advertising Costs

   The Company expenses advertising costs as incurred. Advertising costs
totaled $6.2 million for the year ended December 31, 1999 and $3.4 million for
the three months ended March 31, 2000. No advertising costs were incurred prior
to 1999.

Stock-Based Compensation

   SFAS No. 123, "Accounting for Stock-Based Compensation" encourages, but does
not require, companies to record compensation cost for stock-based compensation
plans at fair value. The Company has chosen to continue to account for stock-
based compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees."
See Note 12.

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 Federal
Communications Commission licensing costs. Actual results could differ from
those estimates.

Per Share Amounts

   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 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 issued on January 7, 1999 was assumed to be
outstanding as of January 1, 1999. Series D preferred stock was included in the
computation of common shares outstanding after December 13, 1999, as 19,712,328
shares of common stock are issuable upon the conversion of series D preferred
stock. Such conversion can be made at any time at the option of the holder and
the number of shares to be received upon conversion is fixed. In accordance
with SFAS No. 128, outstanding stock options and nonvested restricted stock
grants have been excluded from these calculations as the effect would be
antidilutive.


                                      F-56
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

   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.

Comprehensive Income

   Comprehensive income is the total of net income (loss) and all other non-
owner changes in stockholders' equity in a given period. The Company had no
comprehensive income components for the periods ended December 31, 1997, 1998,
and 1999 and March 31, 2000; therefore, comprehensive loss is the same as net
loss for all periods.

Segment Reporting

   The Company presently operates in a single business segment as a provider of
wireless services in its licensed regions in the south-central United States.

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.

Recently Issued Accounting Standards

   In June 1998, the Financial Accounting Standards Board ("FASB") 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.

(2) LIQUIDITY

   As reflected in the accompanying consolidated financial statements, the
Company began commercial operations in certain of its markets late in 1999 and,
therefore, has limited revenues to fund expenditures. The Company expects to
grow rapidly while it develops and constructs its PCS network and builds its
customer base. The Company expects this growth to strain its financial
resources and result in significant operating losses and negative cash flows.

   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

                                      F-57
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

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.

   The Company believes that the proceeds from the equity offerings in December
1999, together with the proceeds from the sale of senior subordinated discount
notes, the financing made available to it by the Federal Communications
Commission, borrowings under its bank credit facility and the equity investment
it has received, will provide it with sufficient funds to build out its
existing network as planned and fund operating losses until it completes its
planned network buildout and generate positive cash flow. 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) PROPERTY AND EQUIPMENT

   Major categories of property and equipment are as follows:

<TABLE>
<CAPTION>
                                                    December 31,
                                                  -----------------   March 31,
                                                   1998      1999       2000
                                                  -------  --------  -----------
                                                    (dollars in
                                                     thousands)      (unaudited)
   <S>                                            <C>      <C>       <C>
   Furniture and fixtures........................ $ 1,779  $ 14,853   $ 16,169
   Network construction and development..........  11,416   230,777    266,800
   Leasehold improvements........................     728    22,082     23,933
                                                  -------  --------   --------
                                                   13,923   267,712    306,902
   Less accumulated depreciation.................    (107)   (6,834)   (15,196)
   Deposits on equipment.........................     --      1,465        509
                                                  -------  --------   --------
                                                  $13,816  $262,343   $292,215
                                                  =======  ========   ========
</TABLE>

(4) FEDERAL COMMUNICATIONS COMMISSION LICENSING COSTS

   During 1996 and 1997, the Federal Communications Commission granted to the
Predecessor Company as the successful bidder C-, D-, E- and F-Block licenses
with an aggregate license fee of $106,716,000 after deducting a 25% small
business discount.

   The Federal Communications Commission 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 the discount was applied
to reduce the carrying amount of the licenses and the debt. Accordingly, the
licenses were recorded at $90,475,000.

   During July 1998, the Company took advantage of a reconsideration order by
the Federal Communications Commission 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 reduced the discounted debt
and accrued interest due to the Federal Communications Commission by
$33,028,000. As a result of the disaggregation election, the Company recognized
an extraordinary loss of approximately $2,414,000.

   AT&T Wireless contributed certain A- and B-Block PCS licenses to the Company
on January 7, 1999 in exchange for preferred stock. The Company recorded such
licenses at $127,307,000 including related costs of the acquisition. Also, in
an acquisition of Central Alabama Partnership, LP 132, the Company acquired
certain C-Block licenses with an estimated fair value of $9,284,000, exclusive
of $6,072,000 of debt to the Federal Communications Commission.

                                      F-58
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)


   Additionally 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 15). 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 Federal Communications
Commission 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 Federal Communications Commission.

(5) AT&T TRANSACTION

   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 AT&T and SunCom brand names, giving equal emphasis
to each, in the south-central United States. On January 7, 1999, the parties
closed the transactions contemplated in the Securities Purchase Agreement.

   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, including the
following agreements.

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 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.

   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 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's consent.

                                      F-59
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)


   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's licensing or assigning any of the rights in
the License Agreement, the Company's failure to maintain AT&T's 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. Accumulated
amortization related to these agreements at December 31, 1999 and March 31,
2000 was approximately $4.8 million and $6.0 million, respectively.

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 radio telephone 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.

   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. Accumulated amortization related to this
agreement at December 31, 1999 and March 31, 2000 was approximately $800,000
and $1.0 million, respectively.

(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 Federal Communications
Commission licenses that were returned to the Federal Communications Commission
by various companies under the July 1998 reconsideration order. The Company's
portion of this loan was $7,500,000 and was recorded in Other Assets.
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, subject to Federal Communications
Commission approval, to purchase these licenses for $7,789,000. If the licenses
are not purchased by March 1, 2004, the note will mature on that date. The note
has a stated interest rate of 16% per year. There are no required payments of
principal or interest on the note until

                                      F-60
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

maturity. The note is secured by all assets of ABC, including, if permitted by
the Federal Communications Commission, the Federal Communications Commission
licenses awarded in the re-auction, and ranks pari passu with the notes to AT&T
Wireless and Lafayette.

(7) 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 year ended December 31, 1999. Components
of income tax benefit for the year ended December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                        For the Year Ended
                                                         December 31, 1999
                                                     --------------------------
                                                     Current Deferred   Total
                                                     ------- --------  --------
                                                      (dollars in thousands)
   <S>                                               <C>     <C>       <C>
   Federal..........................................  $--    $(24,725) $(24,725)
   State............................................   --      (3,718)   (3,718)
                                                      ----   --------  --------
     Total..........................................  $--    $(28,443) $(28,443)
                                                      ====   ========  ========
</TABLE>

   Actual tax benefit differs from the "expected" tax benefit using the federal
corporate rate of 35% as follows:

<TABLE>
<CAPTION>
                                                          December 31, 1999
                                                        ----------------------
                                                        (dollars in thousands)
   <S>                                                  <C>
   Computed "expected" tax benefit.....................        $(96,564)
   Reduction (increase) resulting from:
   Change in valuation allowance for deferred tax
    assets.............................................           1,020
   Nondeductible compensation related expense..........          68,308
   Nontaxable loss of Predecessor Company..............             780
   Nondeductible portion of discount accretion.........             557
   State income taxes, net of federal tax benefit......          (2,496)
   Other...............................................             (48)
                                                               --------
                                                               $(28,443)
                                                               ========
</TABLE>

   The tax effects of temporary differences that give rise to significant
portions of the deferred tax liability at December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                          December 31, 1999
                                                        ----------------------
                                                        (dollars in thousands)
   <S>                                                  <C>
   Deferred tax assets:
     Net operating loss carryforward...................        $25,232
     Tax basis of capitalized start-up costs in excess
      of book basis....................................         11,533
     Discount accretion in excess of tax basis.........          5,700
     Tax basis of property and equipment in excess of
      book basis.......................................          1,865
     Other.............................................            785
                                                               -------
   Total gross deferred tax assets.....................         45,115
     Less: valuation allowance.........................         (1,020)
                                                               -------
   Net deferred tax assets.............................         44,095
                                                               -------
</TABLE>

                                      F-61
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

<TABLE>
<CAPTION>
                                                          December 31, 1999
                                                        ----------------------
                                                        (dollars in thousands)
   <S>                                                  <C>
   Deferred tax liabilities:
     Intangible assets book basis in excess of tax
      basis............................................        $22,646
     Federal Communications Commission licenses book
      basis in excess of tax basis.....................         32,245
     Capitalized interest book basis in excess of tax
      basis............................................         12,779
     Discount accretion book basis in excess of tax
      basis............................................          2,130
                                                               -------
   Total gross deferred tax liabilities................         69,800
                                                               -------
   Net deferred tax liability..........................        $25,705
                                                               =======
</TABLE>

   At December 31, 1999, the Company has net operating loss carryforwards for
federal income tax purposes of $65,965,000 which are available to offset future
federal taxable income, if any, through 2019.

   The valuation allowance for the gross deferred tax asset at December 31,
1999 was $1,020,000. No valuation allowance has been provided for the remaining
gross deferred tax asset 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.

(8) NOTES PAYABLE AND LONG-TERM DEBT

   A summary of long-term debt is as follows:

<TABLE>
<CAPTION>
                                                     December 31,
                                                   ----------------  March 31,
                                                    1998     1999       2000
                                                   ------- --------  ----------
                                                     (dollars in
                                                      thousands)     (unaudited)
   <S>                                             <C>     <C>       <C>
   Bank facility.................................. $   --  $300,000   $300,000
   Senior Subordinated Discount Notes.............     --   216,734    223,510
   Federal Communications Commission debt.........  51,599   41,905     41,933
                                                   ------- --------   --------
                                                    51,599  558,639    565,443
   Less current maturities........................     --      (923)      (960)
                                                   ------- --------   --------
                                                   $51,599 $557,716   $564,483
                                                   ======= ========   ========
</TABLE>

Bank Facility

   During 1999, 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.

   The commitment to make loans under the Revolver automatically and
permanently reduces, quarterly beginning on December 31, 2002. The quarterly
reductions in the commitment are $6.25 million on December

                                      F-62
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

31, 2002, $7.4 million for each quarter in 2003, $11.3 million for each quarter
in 2004, $13.3 million for each quarter in 2005, $16.0 million for each quarter
in 2006, and $25.8 million for the first two quarters of 2007.

   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 borrowings
outstanding at March 31, 2000 carried a 10.29% average interest rate as of that
date. The Revolver requires an annual commitment fee ranging from 0.50% to
1.75% of the unused portion of the Bank Facility.

   The Bank Facility also required 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). In May 1999, Tritel entered into such interest
rate hedging contracts which are further described in Note 9.

   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 by Tritel PCS
or its subsidiaries.

   All obligations of the Company under the facilities are unconditionally and
irrevocably guaranteed by Tritel and all subsidiaries of Tritel PCS. 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 and certain subsidiaries of Tritel PCS, 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 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 March 31, 2000, the Company has drawn $300,000,000 of advances under
Term Loan A and Term Loan B.

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

                                      F-63
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

will be paid 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 of Tritel PCS. (See Note 20.) The
notes are subordinated in right of payment to amounts outstanding under the
Company's Bank Facility and to any future subordinated indebtedness of Tritel
PCS or the guarantors.

   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.

Federal Communications Commission Debt

   The Federal Communications Commission 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 Federal Communications Commission debt is
secured by all of the Company's rights and interest in the licenses financed.

   The debt incurred in 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 4, the Company elected to disaggregate and
return one-half of the broadcast spectrum of the C-block licenses. The Federal
Communications Commission permitted such spectrum to be returned effective as
of the original purchase. As a result, the Company reduced the discounted debt
due to the Federal Communications Commission for such licenses by $27,410,000.

   F-Block licenses were granted in 1997. The debt incurred by the Company for
the purchase of such licenses totaled $28,167,000 (undiscounted). 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 $23,116,000.

   In the acquisition of Central Alabama Partnership, LP 132 on January 7,
1999, the Company assumed debt of $6,072,000 payable to the Federal
Communications Commission for the licenses acquired.

   Additionally, certain licenses and the related Federal Communications
Commission 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.

   All the scheduled interest payments on the Federal Communications Commission
debt were suspended for the period from January 1997 through March 1998 by the
Federal Communications Commission. Payments of such suspended interest resumed
in July 1998 with the total suspended interest due in eight quarterly payments
through April 30, 2000. The Company is required to make quarterly principal and
interest payments on the Federal Communications Commission debt.

Notes Payable

   At December 31, 1998, the Company had $22,100,000 payable under a
$28,500,000 loan agreement with a supplier. The loan agreement was secured by a
pledge of the membership equity interests of certain members

                                      F-64
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

of Predecessor Company management and the interest rate was 9%. Amounts
outstanding under this loan agreement were repaid in January 1999.

   At December 31, 1998, the Predecessor Company had a $1,000,000 line of
credit with a commercial bank, that expired 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 related specifically to licenses that were retained by the
Predecessor Company. Amounts outstanding under this loan agreement were repaid
in January 1999.

Notes Payable to Related Party

   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 was a member of Mercury Southern, LLC, which was a
member of the Predecessor 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 Federal Communications Commission 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 year ended December
31, 1999. The interest accrued at the contractual rate was capitalized during
the accrual period.

   As of December 31, 1999, the following is a schedule of future minimum
principal payments of the Company's long-term debt due within five years and
thereafter:

<TABLE>
<CAPTION>
                                                            December 31, 1999
                                                          ----------------------
                                                          (dollars in thousands)
   <S>                                                    <C>
   December 31, 2000.....................................       $     923
   December 31, 2001.....................................           1,004
   December 31, 2002.....................................           5,567
   December 31, 2003.....................................          23,548
   December 31, 2004.....................................          30,483
   Thereafter............................................         657,950
                                                                ---------
                                                                  719,475
   Less unamortized discount.............................        (160,836)
                                                                ---------
   Total.................................................       $ 558,639
                                                                =========
</TABLE>

(9) INTEREST RATE SWAP AGREEMENTS

   As of March 31, 2000, 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-65
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

(10) REDEEMABLE PREFERRED STOCK

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 series C preferred stock, series D
preferred stock and 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

  .  the series B preferred stock may be issued by Tritel pursuant to an
     exchange event as defined in the Restated Certification of
     Incorporation.

   No series B preferred stock has been issued by the Company.

(11) 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.

Preferred Stock

   Following is a summary of the preferred stock of the Company:

   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:

                                      F-66
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)


  .  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 10);

  .  300,000 shares designated "Series B Preferred Stock" (the "series B
     preferred stock"), 10% cumulative, $1,000 stated and liquidation value
     (See Note 10);

  .  500,000 shares designated "Series C Convertible Preferred Stock" (the
     "series C preferred stock"), 6.5% cumulative convertible, $1,000 stated
     and liquidation value; and

  .  100,000 shares designated "Series D Convertible Preferred Stock" (the
     "series D preferred stock"), 6.5% cumulative convertible, $1,000 stated
     and liquidation value.

 Series C Preferred Stock

   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.

   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, 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 the initial public offering in December
1999, each share of series C preferred stock automatically converted into
shares of class A common stock of and class D common stock. The number of
shares the holder received upon conversion was determined by dividing the
aforementioned liquidation preference by the conversion price in effect at the
time of $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
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. The stock
was recorded at its stated value and the costs associated with this transaction
have been offset against equity.


                                      F-67
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

   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.

   All of the series C preferred stock outstanding converted into 73,349,620
shares of class A and 4,962,804 shares of class D common stock upon the closing
of the initial public offering on December 13, 1999.

 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. This stock is then
     convertible to common stock at the conversion rate of the original
     series C preferred stock set forth on the date of the initial public
     offering, or 18,463,121 shares of class A common stock and 1,249,207
     shares of class D common stock;

  .  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.

   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.

Common Stock

   Following is a summary of the common stock of the Company:

  .  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


                                      F-68
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

  .  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 Federal Communications Commission 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 Federal Communications Commission 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;

  .  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 Federal Communications Commission 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.

   As of December 31, 1999, the Company has issued 10,981,932 shares of class A
common stock, 1,380,448 shares of class C common stock and 6 shares of voting
preference common stock to certain members of management of the Company. 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

                                      F-69
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

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 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 based on the average closing price for
the most recent ten trading days, 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.

   Based on the terms of the repurchase agreement, this plan is being accounted
for as a variable stock plan. Accordingly, the Company will record Stock-based
Compensation Expense over the vesting period for the difference between the
quoted market price of the Company's stock at each measurement date and the
current fair value of the stock to be repurchased from the individuals.
Subsequent to year end, the Board of Directors approved a plan to modify these
awards to remove the provision that requires management to surrender a portion
of their shares. This modification, which was completed during the second
quarter of 2000, established the measurement date upon which the value of the
awards were fixed. Based on the market price of Tritel's common stock at the
measurement date, Tritel will record additional non-cash compensation expense
related to these shares for the period from 2000 to 2004 of approximately
$112.0 million. In addition, Tritel will record a maximum of $26.0 million in
cash compensation expense during the period from 2000 to 2004 to reimburse the
participants for the tax consequences of the modification of these awards.

   In conjunction with the Company's agreement with Mr. Sullivan (see Note 17),
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
1.8 million 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 at the time of the
agreement without restrictions or repurchase rights.

(12) STOCK OPTION PLANS

   In January 1999, the Company adopted a stock option plan for employees and a
stock option plan for non-employee directors.

   Tritel's 1999 Stock Option Plan (the "Stock Option Plan") authorizes the
grant of certain tax-advantaged stock options, nonqualified stock options and
stock appreciation rights for the purchase of an aggregate of up to 10,462,400
shares of common stock of Tritel. 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.

   The exercise price of incentive stock options under the Stock Option Plan
must not be less than the fair market value of the common stock on the grant
date and the exercise price of all other options must not be less that 75% of
such fair market value. The Stock Option Plan will terminate in 2009 unless
extended by amendment.

                                      F-70
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)


   As of December 31, 1999, 4,585,028 restricted shares and 2,081,422 stock
options with an average exercise price of $18.05 were granted under the Stock
Option Plan. The restricted stock is subject to the repurchase agreements as
discussed in Note 11. The restricted 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. Stock options generally vest 25% on each of the first
four anniversaries of the date of the grant. A portion of the stock options
granted to employees in connection with the initial public offering vest 25% on
the thirty-first day after grant and 25% on each of the first three
anniversaries of the date of the grant. The stock options outstanding as of
December 31, 1999 vest 100% upon a change of control.

   Tritel's 1999 Stock Option Plan for Non-employee Directors (the "Non-
employee Directors Plan") authorizes the grant of certain nonqualified stock
options for the purchase of an aggregate of up to 100,000 shares of common
stock of Tritel. 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.

   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.

   As of December 31, 1999, 45,000 options with an exercise price of $18 per
share were outstanding under the Non-employee Directors Plan. These options
vest 20% on the date of grant and an additional 20% on each of the first four
anniversaries of the date of the grant and fully vest upon a change of control.

   The Company has adopted the disclosure only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." Accordingly, no compensation has
been recognized for the stock options. If compensation cost had been determined
based on the fair value at grant date for awards in 1999 in accordance with
SFAS No. 123, the Company's net loss and net loss per share would have
increased to the pro forma amounts indicated below (dollars in thousands):

<TABLE>
   <S>                                                                 <C>
   Net loss--As reported.............................................. $247,454
   Net loss--Pro forma................................................  250,608
   Net loss per share--As reported....................................    33.25
   Net loss per share--Pro forma......................................    33.66

   The fair value of each option on the date of grant is estimated using the
Black-Scholes option-pricing model with the following weighted-average
assumptions:

   Expected life......................................................  5 Years
   Risk-free interest rate............................................    6.16%
   Expected volatility................................................      56%
   Dividend yield.....................................................       0%
</TABLE>

   The weighted average fair value of options granted during 1999 was $8.52 per
share. At December 31, 1999, 9,000 options were exercisable.

                                      F-71
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)


   The following table summarizes information about stock options outstanding
at December 31, 1999:

<TABLE>
<CAPTION>
        Exercise                   Number of                               Remaining
         Price                Options Outstanding                       Contractual Life
        --------              -------------------                       ----------------
        <S>                   <C>                                       <C>
        $18.00                     2,119,572                                10 years
         31.69                         6,850                                10 years
</TABLE>

(13) 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. The carrying amounts at December 31, 1998 and 1999 for cash and
cash equivalents, accounts receivable, notes receivable, accounts payable,
accrued liabilities, notes payable, and variable rate long-term debt are
reasonable estimates of their fair values. The carrying amount of fixed-rate
long-term debt is believed to approximate fair value because such debt was
discounted to reflect market interest rate at inception and such discount is
believed to be approximate for valuation of this debt.

(14) RELATED PARTY TRANSACTIONS

   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 Federal Communications
Commission 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. The balance of this note at December 31, 1999 was
approximately $2.3 million.

(15) 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 Federal Communications
Commission licenses and related Federal Communications Commission 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 approximately 1.2 million
shares of class A common stock. During May 1999, Tritel notified the
Predecessor Company of its intent to exercise this option. Such licenses will
be transferred to Tritel after approval by the Federal Communications
Commission. Tritel has committed to sell to AT&T Wireless or its designee such
licenses.

                                      F-72
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)


(16) LEASES

   The Company leases office space, equipment, and co-location tower space
under noncancelable operating leases. Expense under operating leases was
$3,000, $334,000 and $7.2 million for 1997, 1998 and 1999, respectively.
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, 1999 are as
follows:

<TABLE>
<CAPTION>
                                                                       (dollars
                                                                          in
                                                                      thousands)
     <S>                                                              <C>
     2000............................................................  $13,940
     2001............................................................   13,846
     2002............................................................   13,731
     2003............................................................   13,239
     2004............................................................    8,955
     Thereafter......................................................    8,881
                                                                       -------
       Total.........................................................  $72,592
                                                                       =======
</TABLE>

(17) 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 became fully vested in 1,800,000 shares of
class A common stock and returned 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 during 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 agreement, the vendor advanced $15,000,000 to the Company at
the closing of the transactions described herein. The $15,000,000 deferred
credit is accounted for as a reduction in the cost of the equipment as the
equipment is purchased.

                                      F-73
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)


(18) QUARTERLY FINANCIAL DATA (UNAUDITED)

   Selected unaudited quarterly financial data is as follows:

<TABLE>
<CAPTION>
                                             For the Quarters Ended
                         ----------------------------------------------------------------------
                           March 31         June 30         September 30        December 31
                         --------------  ---------------  -----------------  ------------------
                         1998    1999    1998     1999     1998      1999     1998      1999
                         -----  -------  -----  --------  -------  --------  -------  ---------
                                  (dollars in thousands except per share data)
<S>                      <C>    <C>      <C>    <C>       <C>      <C>       <C>      <C>
Revenues................ $      $        $      $         $        $    179  $        $   6,580
Operating loss..........  (763)  (7,471)  (997)   (8,801)  (1,390)  (22,305)  (4,536)  (226,911)
Loss before extraordi-
 nary item..............  (743)  (8,247)  (990)  (10,027)  (1,398)  (10,482)  (5,200)  (218,698)
Net loss................  (743)  (8,247)  (990)  (10,027)  (3,812)  (10,482)  (5,200)  (218,698)
Net loss per common
 share..................        $ (2.76)        $  (3.30)          $  (3.45)          $   (9.20)
</TABLE>

(19) SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                    Years Ended December 31,      March 31,
                                    ------------------------ --------------------
                                     1997    1998     1999    1999     2000
                                    ------- ------- -------- -------  -------
                                                               (unaudited)
                                             (dollars in thousands)
<S>                                 <C>     <C>     <C>      <C>      <C>     <C>
Cash paid for interest, net of
 amounts capitalized..............  $   --  $   --  $ 14,362 $   --   $ 7,888
Significant non-cash investing and
 financing activities:
  Long-term debt incurred to
   obtain Federal Communications
   Commission licenses, net of
   discount.......................   23,116     --       --      --       --
  Capitalized interest and
   discount on debt...............    6,799   7,614   10,062     221    1,481
  Deposits applied to purchase of
   Federal Communications
   Commission licenses............    5,000     --       --      --       --
  Capital expenditures included in
   accounts payable...............      --    5,762   81,913  (5,762)  43,642
  Election of Federal
   Communications Commission
   disaggregation option for
   return of spectrum:
    Reduction in Federal
     Communications Commission
     licensing costs..............      --   35,442      --      --       --
    Reduction in accrued interest
     payable and long-term debt...      --   33,028      --      --       --
Preferred stock issued in exchange
 for assets and liabilities.......      --      --   156,837     --       --
</TABLE>

                                      F-74
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)


(20) CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

   The following condensed consolidating financial statements as of December
31, 1999 and March 31, 2000 and for the year ended December 31, 1999 and for
the three months ended March 31, 1999 and 2000, 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 December 31, 1999

<TABLE>
<CAPTION>
                                    Tritel
                          Tritel,    PCS,    Guarantor   NonGuarantor              Consolidated
                            Inc.     Inc.   Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                          -------- -------- ------------ ------------ ------------ ------------
                                                 (dollars in thousands)
<S>                       <C>      <C>      <C>          <C>          <C>          <C>
Current assets:
  Cash and cash
   equivalents..........  $    --  $613,999   $ (4,730)    $    --     $     --     $  609,269
  Other current assets..     2,462    1,407     17,426          --           --         21,295
  Intercompany
   receivables..........     1,799  210,673        --           --      (212,472)          --
                          -------- --------   --------     --------    ---------    ----------
    Total current
     assets.............     4,261  826,079     12,696          --      (212,472)      630,564
Restricted cash.........       --     6,594        --           --           --          6,594
Property and equipment,
 net....................       --       --     262,343          --           --        262,343
Licenses and other
 intangibles............    59,508      --         --       201,946          --        261,454
Investment in
 subsidiaries...........   445,301   73,286        --           --      (518,587)          --
Other long term assets..       --    62,633         82          --       (27,308)       35,407
                          -------- --------   --------     --------    ---------    ----------
    Total assets........  $509,070 $968,592   $275,121     $201,946    $(758,367)   $1,196,362
                          ======== ========   ========     ========    =========    ==========
Current liabilities:
  Accounts payable,
   accrued expenses and
   other current
   liabilities..........  $     29 $  1,240   $111,257     $  1,721    $     --     $  114,247
  Intercompany
   payables.............       --       --     196,950       15,522     (212,472)          --
                          -------- --------   --------     --------    ---------    ----------
    Total current
     liabilities........        29    1,240    308,207       17,243     (212,472)      114,247
Non-current liabilities:
  Long-term debt........       --   516,734     27,121       40,982      (27,121)      557,716
  Deferred income taxes
   and other............    22,009    5,318    (20,024)      30,251         (187)       37,367
                          -------- --------   --------     --------    ---------    ----------
    Total liabilities...    22,038  523,292    315,304       88,476     (239,780)      709,330
Series A redeemable
 convertible preferred
 stock..................    99,586      --         --           --           --         99,586
                          -------- --------   --------     --------    ---------    ----------
Stockholders' equity
 (deficit)..............   387,446  445,300    (40,183)     113,470     (518,587)      387,446
                          -------- --------   --------     --------    ---------    ----------
    Total liabilities
     and equity.........  $509,070 $968,592   $275,121     $201,946    $(758,367)   $1,196,362
                          ======== ========   ========     ========    =========    ==========
</TABLE>

                                      F-75
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

                   Condensed Consolidating Balance Sheet

                           As of March 31, 2000

<TABLE>
<CAPTION>
                                     Tritel
                           Tritel,    PCS,    Guarantor   NonGuarantor              Consolidated
                            Inc.      Inc.   Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                          --------- -------- ------------ ------------ ------------ ------------
                                                  (Dollars in thousands)
                                                       (unaudited)
<S>                       <C>       <C>      <C>          <C>          <C>          <C>
Current assets:
  Cash and cash
   equivalents..........  $     --  $472,193   $ 10,266     $    --     $     --     $  482,459
  Other current assets..      2,926    2,407     27,973          --           --         33,306
  Intercompany
   receivables..........        443  345,696        --           --      (346,139)          --
                          --------- --------   --------     --------    ---------    ----------
    Total current
     assets.............      3,369  820,296     38,239          --      (346,139)      515,765
Restricted cash.........        --     6,125        --           --           --          6,125
Property and equipment,
 net....................        --       --     292,215          --           --        292,215
Licenses and other
 intangibles............     58,077      --         --       203,107          --        261,184
Investment in
 subsidiaries...........    401,979   34,126        --           --      (436,105)          --
Other long term assets..        --    70,354        424          --       (36,193)       34,585
                          --------- --------   --------     --------    ---------    ----------
    Total assets........  $ 463,425 $930,901   $330,878     $203,107    $(818,437)   $1,109,874
                          ========= ========   ========     ========    =========    ==========
Current liabilities:
  Accounts payable,
   accrued expenses and
   other current
   liabilities..........  $      20 $  1,117   $ 62,219     $  1,722    $     --     $   65,078
  Intercompany
   payables.............        --       --     328,793       17,346     (346,139)          --
                          --------- --------   --------     --------    ---------    ----------
    Total current lia-
     bilities...........         20    1,117    391,012       19,068     (346,139)       65,078
Non-current liabilities:
  Long-term debt........        --   523,510     35,371       40,973      (35,371)      564,483
  Deferred income taxes
   and other
   liabilities..........     21,983    4,295    (16,809)      30,244         (822)       38,891
                          --------- --------   --------     --------    ---------    ----------
    Total liabilities...     22,003  528,922    409,574       90,285     (382,332)      668,452
                          --------- --------   --------     --------    ---------    ----------
Series A redeemable
 convertible preferred
 stock..................    101,853      --         --           --           --        101,853
                          --------- --------   --------     --------    ---------    ----------
Stockholders' equity
 (deficit)..............    339,569  401,979    (78,696)     112,822     (436,105)      339,569
                          --------- --------   --------     --------    ---------    ----------
    Total liabilities
     and equity.........  $ 463,425 $930,901   $330,878     $203,107    $(818,437)   $1,109,874
                          ========= ========   ========     ========    =========    ==========
</TABLE>

                                      F-76
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

                Condensed Consolidating Statement of Operations
                      For the Year Ended December 31, 1999

<TABLE>
<CAPTION>
                                     Tritel
                          Tritel,     PCS,     Guarantor   NonGuarantor              Consolidated
                           Inc.       Inc.    Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                         ---------  --------  ------------ ------------ ------------ ------------
                                                 (dollars in thousands)
<S>                      <C>        <C>       <C>          <C>          <C>          <C>
Revenues................ $     --   $    --     $  7,974      $1,038      $(2,253)    $   6,759
                         ---------  --------    --------      ------      -------     ---------
Operating Expenses:
  Cost of services and
   equipment............       --        --        6,966         --           --          6,966
  Technical operations..       --        --       18,459         --           --         18,459
  General and
   administrative.......        56        45      25,065           2       (2,253)       22,915
  Sales and marketing...       --        --       20,404         --           --         20,404
  Stock-based
   compensation.........   190,664       --          --          --           --        190,664
  Depreciation and
   amortization.........     5,620       --        6,621         598          --         12,839
                         ---------  --------    --------      ------      -------     ---------
    Total operating
     expenses...........   196,340        45      77,515         600       (2,253)      272,247
                         ---------  --------    --------      ------      -------     ---------
Operating loss..........  (196,340)      (45)    (69,541)        438          --       (265,488)
Interest income.........       170    16,553         255         --          (187)       16,791
Financing cost..........       --        --       (2,230)        --           --         (2,230)
Interest expense........       --    (24,924)       (233)        --           187       (24,970)
                         ---------  --------    --------      ------      -------     ---------
Income (loss) before
 income taxes...........  (196,170)   (8,416)    (71,749)        438          --       (275,897)
Income tax benefit
 (expense)..............     2,051     3,135      23,420        (163)         --         28,443
                         ---------  --------    --------      ------      -------     ---------
    Net loss............ $(194,119) $ (5,281)   $(48,329)     $  275      $   --      $(247,454)
                         =========  ========    ========      ======      =======     =========
</TABLE>

                                      F-77
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

              Condensed Consolidating Statement of Operations

                 For the Three-Months Ended March 31, 1999

<TABLE>
<CAPTION>
                                  Tritel
                         Tritel,   PCS,    Guarantor   NonGuarantor              Consolidated
                          Inc.     Inc.   Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                         -------  ------  ------------ ------------ ------------ ------------
                                               (Dollars in thousands)
                                                    (uanudited)
<S>                      <C>      <C>     <C>          <C>          <C>          <C>
Revenues................ $  --    $  --     $   --        $ --         $ --        $   --
                         ------   ------    -------       -----        -----       -------
Operating Expenses
  Cost of services and
   equipment............    --       --         --          --           --
  Technical operations..    --       --       1,956         --           --          1,956
  General and
   administrative.......    --       --       2,890         --           --          2,890
  Sales and marketing...    --       --       1,016         --           --          1,016
  Depreciation and
   amortization.........    980      384        245         --           --          1,609
                         ------   ------    -------       -----        -----       -------
    Total operating
     expenses...........    980      384      6,107         --           --          7,471
  Operating loss........   (980)    (384)    (6,107)        --           --         (7,471)
  Interest income.......     38    1,052         37         --           --          1,127
  Financing cost........    --       --      (2,230)        --           --         (2,230)
  Interest expense......    --       --         --          --           --            --
                         ------   ------    -------       -----        -----       -------
  Income (loss) before
   income taxes.........   (942)     668     (8,300)        --           --         (8,574)
Income tax benefit
 (expense)..............    361     (256)     2,222         --           --          2,327
                         ------   ------    -------       -----        -----       -------
Net loss................ $ (581)  $  412    $(6,078)      $ --         $ --        $(6,247)
                         ======   ======    =======       =====        =====       =======
</TABLE>

              Condensed Consolidating Statement of Operations

                 For the Three-Months Ended March 31, 2000

<TABLE>
<CAPTION>
                                    Tritel
                          Tritel,    PCS,     Guarantor   NonGuarantor              Consolidated
                           Inc.      Inc.    Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                         ---------  -------  ------------ ------------ ------------ ------------
                                                (Dollars in thousands)
                                                      (unaudited)
<S>                      <C>        <C>      <C>          <C>          <C>          <C>
Revenues................ $     --   $   --     $ 15,499      $1,309      $(1,309)    $  15,499
                         ---------  -------    --------      ------      -------     ---------
Operating Expenses
  Cost of services and
   equipment............       --       --       13,703         --           --         13,703
  Technical operations..       --       --       10,192         --           --         10,192
  General and
   administrative.......     1,002      --        9,635         --        (1,309)        9,328
  Sales and marketing...       --       --       12,139         --           --         12,139
  Stock-based
   compensation.........   108,297      --          --          --           --        108,297
  Depreciation and
   amortization.........     1,431      --        8,304         816          --         10,551
                         ---------  -------    --------      ------      -------     ---------
    Total operating
     expenses...........   110,730      --       53,973         816       (1,309)      164,210
                         ---------  -------    --------      ------      -------     ---------
  Operating income
   (loss)...............  (110,730)     --      (38,474)        493          --       (148,711)
  Interest income.......        66    9,006         231         --          (634)        8,669
  Interest expense......       --   (13,206)       (640)     (1,148)         634       (14,360)
                         ---------  -------    --------      ------      -------     ---------
  Income (loss) before
   income taxes.........  (110,664)  (4,200)    (38,883)       (655)         --       (154,402)
Income tax benefit......        26       39         433           8          --            506
                         ---------  -------    --------      ------      -------     ---------
Net loss................ $(110,638) $(4,161)   $(38,450)     $ (647)     $   --      $(153,896)
                         =========  =======    ========      ======      =======     =========
</TABLE>

                                      F-78
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

                Condensed Consolidating Statement of Cash Flows
                      For the Year Ended December 31, 1999

<TABLE>
<CAPTION>
                           Tritel,    Tritel     Guarantor   NonGuarantor              Consolidated
                            Inc.     PCS, Inc.  Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                          ---------  ---------  ------------ ------------ ------------ ------------
                                                  (dollars in thousands)
<S>                       <C>        <C>        <C>          <C>          <C>          <C>
Net cash provided by
 (used in) operating
 activities.............  $  (3,648) $   3,554   $ (50,981)    $   --         $--       $ (51,075)
                          ---------  ---------   ---------     -------        ----      ---------
Cash flows from
 investing activities:
  Capital expenditures..        --         --     (172,448)        --          --        (172,448)
  Advance under notes
   receivable...........        --      (7,500)        (50)        --          --          (7,550)
  Investment in
   subsidiaries.........   (376,718)   376,718         --          --          --             --
  Capitalized interest
   on debt..............        --         --       (3,863)     (9,760)        --         (13,623)
  Decrease in other
   assets...............       (325)    (6,883)        --          --          --          (7,208)
                          ---------  ---------   ---------     -------        ----      ---------
Net cash provided by
 (used in) investing
 activities:............   (377,043)   362,335    (176,361)     (9,760)        --        (200,829)
                          ---------  ---------   ---------     -------        ----      ---------
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..............     (8,507)   (30,202)        --          --          --         (38,709)
  Intercompany
   receivable/payable...      4,556   (236,928)    222,612       9,760         --             --
  Proceeds from vendor
   discount.............        --      15,000         --          --          --          15,000
  Issuance of preferred
   stock................    163,370        --          --          --          --         163,370
  Issuance of common
   stock, net...........    242,526        --          --          --          --         242,526
                          ---------  ---------   ---------     -------        ----      ---------
Net cash provided by
 financing activities:..    379,845    248,110     222,612       9,760         --         860,327
                          ---------  ---------   ---------     -------        ----      ---------
Net increase (decrease)
 in restricted cash,
 cash and cash
 equivalents............       (846)   613,999      (4,730)        --          --         608,423
Cash and cash
 equivalents at
 beginning of period....        846        --          --          --          --             846
                          ---------  ---------   ---------     -------        ----      ---------
Cash and cash
 equivalents at End of
 period.................  $     --   $ 613,999   $  (4,730)    $   --         $--       $ 609,269
                          =========  =========   =========     =======        ====      =========
</TABLE>

                                      F-79
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

                Condensed Consolidating Statement of Cash Flows
                   For the Three Months Ended March 31, 1999

<TABLE>
<CAPTION>
                                     Tritel
                          Tritel,     PCS,     Guarantor   NonGuarantor              Consolidated
                           Inc.       Inc.    Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                         ---------  --------  ------------ ------------ ------------ ------------
                                                 (dollars in thousands)
                                                      (unaudited)
<S>                      <C>        <C>       <C>          <C>          <C>          <C>
Net cash provided by
 (used in) operating
 activities............. $      37  $  1,052    $ (9,290)     $  --         $--        $ (8,201)
                         ---------  --------    --------      ------        ----       --------
Cash flows from
 investing activities:
  Capital expenditures..       --        --      (22,358)        --          --         (22,358)
  Advance under notes
   receivable...........       --     (7,500)        --          --          --          (7,500)
  Increase in restricted
   cash.................       --     (8,393)        --          --          --          (8,393)
  Capitalized interest
   on debt..............       --        --         (483)     (3,232)        --          (3,715)
                         ---------  --------    --------      ------        ----       --------
Net cash provided by
 (used in) investing
 activities:                   --    (15,893)    (22,841)     (3,232)        --         (41,966)
                         ---------  --------    --------      ------        ----       --------
Cash flows from
 financing activities:
  Proceeds from long
   term debt............       --    200,000         --          --          --         200,000
  Repayments of notes
   payable..............   (22,100)      --          --          --          --         (22,100)
  Payment of debt
   issuance costs and
   other deferred
   charges..............       --    (27,201)        --          --          --         (27,201)
  Intercompany
   receivable/payable...    57,594   (94,955)     34,129       3,232         --             --
  Proceeds from vendor
   discount.............       --     15,000         --          --          --          15,000
  Issuance of preferred
   stock................   113,623       --          --          --          --         113,623
                         ---------  --------    --------      ------        ----       --------
Net cash provided by
 financing activities:     149,117    92,844      34,129       3,232         --         279,322
                         ---------  --------    --------      ------        ----       --------
Net increase (decrease)
 in restricted cash,
 cash and cash
 equivalents............   149,154    78,003       1,998         --          --         229,155
Cash and cash
 equivalents at
 beginning of period....       846       --          --          --          --             846
                         ---------  --------    --------      ------        ----       --------
Cash and cash
 equivalents at end of
 period................. $ 150,000  $ 78,003    $  1,998      $  --         $--        $230,001
                         =========  ========    ========      ======        ====       ========
</TABLE>

                                      F-80
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

                Condensed Consolidating Statement of Cash Flows
                   For the Three-Months Ended March 31, 2000

<TABLE>
<CAPTION>
                         Tritel,    Tritel     Guarantor   NonGuarantor              Consolidated
                           Inc.    PCS, Inc.  Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                         --------  ---------  ------------ ------------ ------------ ------------
                                                 (dollars in thousands)
                                                      (unaudited)
<S>                      <C>       <C>        <C>          <C>          <C>          <C>
Net cash provided by
 (used in) operating
 activities............. $ (1,409) $   1,464    $(51,893)     $  --        $ --       $ (51,838)
                         --------  ---------    --------      ------       -----      ---------
Cash flows from
 investing activities:
  Capital expenditures..      --         --      (73,166)        --          --         (73,166)
  Investment in
   subsidiaries.........      --         --                      --          --             --
  Decrease in other
   assets...............      --         568        (144)        --          --             424
  Capitalized interest
   on debt..............      --         --         (719)     (1,087)        --          (1,806)
                         --------  ---------    --------      ------       -----      ---------
Net cash provided by
 (used in) investing
 activities:                  --         568     (74,029)     (1,087)        --         (74,548)
                         --------  ---------    --------      ------       -----      ---------
Cash flows from
 financing activities:
  Repayment of long term
   debt.................      --         --          --         (215)        --            (215)
  Payment of debt
   issuance costs and
   other deferred
   charges..............      --        (199)        --          --          --            (199)
  Intercompany
   receivable/payable...    1,419   (143,639)    140,918       1,302         --             --
  Payment of stock
   issuance costs.......      (61)       --          --          --          --             (61)
  Proceeds from exercise
   of stock options.....       51        --          --          --          --              51
                         --------  ---------    --------      ------       -----      ---------
Net cash provided by
 (used in) financing
 activities:                1,409   (143,838)    140,918       1,087         --            (424)
                         --------  ---------    --------      ------       -----      ---------
Net increase (decrease)
 in restricted cash,
 cash and cash
 equivalents............      --    (141,806)     14,996         --          --        (126,810)
Cash and cash
 equivalents at
 beginning of period....      --     613,999      (4,730)        --          --         609,269
                         --------  ---------    --------      ------       -----      ---------
Cash and cash
 equivalents at end of
 period................. $    --   $ 472,193    $ 10,266      $  --        $ --       $ 482,459
                         ========  =========    ========      ======       =====      =========
</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 transferred to 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-81
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

                            Combining Balance Sheet
                            As of December 31, 1998

<TABLE>
<CAPTION>
                                     Predecessor
                                      Companies  Tritel  Eliminations Combined
                                     ----------- ------  ------------ --------
                                              (dollars in thousands)
<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
Federal Communications Commission
 licensing costs....................    71,466      --         --       71,466
Other assets........................     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 and accrued
   expenses.........................    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
  Other liabilities.................       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-82
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

                       Combining Statement of Operations
                      For the Year Ended December 31, 1998

<TABLE>
<CAPTION>
                                                   Predecessor
                                                    Companies  Tritel Combined
                                                   ----------- ------ --------
                                                     (dollars in thousands)
<S>                                                <C>         <C>    <C>
Revenues:                                           $    --     $--   $    --
                                                    --------    ----  --------
Operating expenses:
  Technical operations............................     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 expense..................................      (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>

                       Combining Statement of Cash Flows
                      For the Year Ended December 31, 1998

<TABLE>
<CAPTION>
                                                  Predecessor
                                                   Companies  Tritel   Combined
                                                  ----------- -------  --------
                                                     (dollars in thousands)
<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
   Federal Communications Commission 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)
Cash and cash equivalents at beginning of year..      1,763       --      1,763
                                                   --------   -------  --------
Cash and cash equivalents at end of year........   $    845   $     1  $    846
                                                   ========   =======  ========
</TABLE>

   Tritel, Inc. was formed during 1998. Therefore, the 1997 combining financial
information is identical to the Consolidated Financial Statements.


                                      F-83
<PAGE>


                       TRITEL, INC. AND SUBSIDIARIES

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      (All information subsequent to December 31, 1999 is unaudited)

(21) SUBSEQUENT EVENT

   On February 28, 2000, the Company announced an agreement to merge with
TeleCorp PCS, Inc., headquartered in Arlington, Virginia. This merger is
expected to take place during the second half of 2000 and is a tax-free
exchange of stock with Tritel shareholders receiving 0.76 shares of the new
entity's stock in exchange for each of their Tritel shares. The exchange ratio
is fixed regardless of future stock price movement. This transaction is
expected to be accounted for as a purchase business combination.

   On the closing of the merger, AT&T will extend its initial five-year brand
sharing agreement for an additional two years.

                                      F-84
<PAGE>

To the Board of Directors and Shareholder
TeleCorp-Tritel Holding Company:

   In our opinion, the accompanying consolidated balance sheet presents fairly,
in all material respects, the financial position of TeleCorp-Tritel Holding
Company at April 28, 2000 in conformity with accounting principles generally
accepted in the United States. This financial statement is the responsibility
of the Company's management; our responsibility is to express an opinion on
this financial statement based on our audit. We conducted our audit of this
statement in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall balance sheet presentation. We believe that our audit of the
balance sheet provides a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
McLean, Virginia
May 10, 2000

                                      F-85
<PAGE>

                        TELECORP-TRITEL HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                       April 28,
                                                                         2000
                                                                       ---------
<S>                                                                    <C>
                                ASSETS
Total current assets..................................................   $ --
                                                                         -----
Total assets..........................................................   $ --
                                                                         =====

            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Total current liabilities.............................................   $ --
                                                                         -----
Total liabilities.....................................................     --
Stockholders equity (deficit):
  Common Stock, par value $.01 per share 1,000 shares authorized, no
   shares issued and outstanding......................................     --
Total stockholders' equity (deficit)..................................     --
                                                                         -----
Total liabilities and stockholders' equity (deficit)..................   $ --
                                                                         =====
</TABLE>

 The accompanying notes are an integral part of the consolidated balance sheet.

                                      F-86
<PAGE>

                        TELECORP-TRITEL HOLDING COMPANY

                    NOTES TO CONSOLIDATED BALANCE SHEET

1. The Company

   TeleCorp-Tritel Holding Company (Holding Company) was formed on April 28,
2000 in order to give effect to the Tritel Inc. (Tritel) merger with TeleCorp
PCS, Inc. (TeleCorp) and the AT&T exchange and contribution (see Note 3). To
date, the Holding Company has not conducted any activities other than those
incident to its formation. Upon completion of the merger, TeleCorp and Tritel
will become wholly owned subsidiaries of Holding Company. The business of
Holding Company will be the combined businesses currently conducted by TeleCorp
and Tritel.

2. Significant Accounting Policies

 Basis of presentation

   Holding Company has no assets, liabilities, stockholders' equity (deficit),
revenue or expenses and no principal activities. In addition, Holding Company
has not yet issued any equity securities.

 Use of Estimates

   The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reported period. The estimates involve judgments with
respect to, among other things, various future factors which are difficult to
predict and are beyond the control of Holding Company. Actual amounts could
differ from these estimates.

3. Tritel Merger with TeleCorp and AT&T Contribution and Exchange

   On February 28, 2000, Telecorp agreed to merge with Tritel, through a merger
of each of Telecorp and Tritel into a newly formed subsidiary of Holding
Company. The merger will result in exchange of 100% of the outstanding common
and preferred stock of Telecorp and Tritel for common and preferred stock of
Holding Company. The new entity will be controlled by the TeleCorp's voting
preference common stockholders, and Telecorp and Tritel will become
subsidiaries of Holding Company.

   This transaction will be accounted for using the purchase method of
accounting. The purchase price for Tritel will be determined based on the fair
value of the shares of Holding Company issued to the former shareholders of
Tritel plus cash, the fair value associated with the conversion of outstanding
Tritel options to Holding Company options, liabilities assumed, and merger
related costs. The fair value of the shares issued was determined based on the
existing market price of TeleCorp's class A common stock, which is publicly
traded, and, for those shares that do not have a readily available market
price, through valuation by an investment banking firm. The purchase price for
this transaction will be allocated to the assets acquired based on their
estimated fair values. The excess of the purchase price over the assets
acquired will be recorded as goodwill and amortized over 20 years. The purchase
price has been preliminarily estimated to be approximately $6.6 billion with
estimated residual goodwill of $2.3 billion after allocation of the purchase
price to the acquired assets, including identifiable intangible assets.

   The proposed merger has been unanimously approved by TeleCorp's and Tritel's
board of directors, with three of TeleCorp's directors abstaining. In addition,
shareholders with greater than 50% of the voting power of TeleCorp and Tritel
have agreed to vote in favor of the merger. The merger is subject to regulatory
approval and other conditions and is expected to close in the last quarter of
2000.

                                      F-87
<PAGE>

                        TELECORP-TRITEL HOLDING COMPANY

             NOTES TO CONSOLIDATED BALANCE SHEET--(Continued)

   In connection with TeleCorp's merger with Tritel, AT&T has agreed to
contribute certain assets to TeleCorp. This contribution will result in Holding
Company acquiring various assets in exchange for the consideration issued as
follows:

   TeleCorp acquires:

  .  $20.0 million cash from AT&T Wireless Services.

  .  The right to acquire all of the common and preferred stock of Indus,
     Inc. (Indus).

  .  The right to acquire additional wireless properties and assets from
     Airadigm Communications, Inc. (Airadigm).

  .  The two year extension and expansion of the AT&T network membership
     licenses agreement to cover all people in Holding Company's markets.

   Consideration issued:

  .  9,272,740 shares of Class A common stock of Holding Company from the
     Tritel merger to AT&T Wireless Services.

   Separately, AT&T Wireless and the Company entered into an Asset Exchange
Agreement pursuant to which the Company has agreed to exchange certain assets
with AT&T Wireless, among other consideration.

   The Company is receiving certain consideration in exchange for assets as
follows:

     Holding Company acquires:

    .  $80.0 million in cash from AT&T Wireless.

    .  AT&T Wireless 10 MHZ PCS licenses in the areas covering part of the
       Wisconsin market, in addition to adjacent licenses.

    .  AT&T Wireless's existing 10 MHZ PCS licenses in Fort Dodge, and
       Waterloo, Iowa.

    .  The right to acquire additional wireless properties from Polycell
       and ABC Wireless.

     Consideration issued:

    .  TeleCorp's New England market segment to AT&T Wireless.

     .  Cash or class A common stock to Polycell and cash to ABC Wireless.

   Further, AT&T has agreed to extend the term of the roaming agreement and to
expand the geographic coverage of the AT&T operating agreements with TeleCorp
to include the new markets either through amending TeleCorp's existing
agreements or by entering into new agreements with Holding Company on
substantially the same terms as TeleCorp's existing agreements. In addition,
TeleCorp has granted AT&T Wireless a "right of first refusal" with respect to
certain markets transferred by AT&T Wireless Services or AT&T Wireless
triggered in the event of a sale of Holding Company to a third party.

   These transactions will be accounted for as an asset purchase and
disposition and recorded at fair value. The purchase price will be determined
based on cash paid, the fair value of the class A common stock issued, and the
fair value of the assets relinquished. The purchase price will be
proportionately allocated to the noncurrent assets acquired based on their
estimated fair values. A gain is recognized as the difference between the fair
value of the New England assets disposed and their net book value.

                                      F-88
<PAGE>

                                                                         Annex A

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

                      AGREEMENT AND PLAN OF REORGANIZATION

                                AND CONTRIBUTION

                                  by and among

                              TELECORP PCS, INC.,

                                  TRITEL, INC.

                                      and

                          AT&T WIRELESS SERVICES, INC.

                         Dated as of February 28, 2000

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
                                   ARTICLE I

                        THE MERGERS AND THE CONTRIBUTION

 <C>  <S>                                                                 <C>
 1.1  The Mergers.......................................................   A-2
 1.2  Effective Time....................................................   A-2
 1.3  Effect of the Mergers.............................................   A-2
 1.4  Certificates of Incorporation and By-laws of TeleCorp II and
      Tritel II.........................................................   A-2
 1.5  Directors and Officers............................................   A-2
 1.6  Conversion of Capital Stock, Etc..................................   A-3
 1.7  Cancellation of Treasury Shares...................................   A-5
 1.8  Stock Options.....................................................   A-6
 1.9  Capital Stock of the Merger Subs..................................   A-6
 1.10 Adjustments to Exchange Ratios....................................   A-7
 1.11 Fractional Shares.................................................   A-7
 1.12 Surrender of Certificates.........................................   A-8
 1.13 Further Ownership Rights in Shares................................   A-9
 1.14 Contribution......................................................   A-9
 1.15 Closing...........................................................  A-11
 1.16 Lost, Stolen or Destroyed Certificates............................  A-11
 1.17 Tax Consequences..................................................  A-11

                                   ARTICLE II

                STRUCTURE OF HOLDING COMPANY AND RELATED MATTERS

 2.1  Organization of the Holding Company...............................  A-11
 2.2  Board of Directors of the Holding Company.........................  A-12
 2.3  Officers of the Holding Company...................................  A-12
 2.4  Indemnification and Insurance.....................................  A-12
 2.5  Headquarters of the Holding Company...............................  A-13
 2.6  Merger Subs Organization..........................................  A-13

                                  ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF TELECORP

 3.1  Organization and Qualification; Subsidiaries......................  A-14
 3.2  Certificate of Incorporation; By-laws.............................  A-14
 3.3  Capitalization....................................................  A-14
 3.4  Authority; Enforceability.........................................  A-16
 3.5  Required Vote.....................................................  A-16
 3.6  No Conflict; Required Filings and Consents........................  A-16
 3.7  Material Agreements...............................................  A-17
 3.8  Compliance........................................................  A-18
 3.9  SEC Filings; Financial Statements.................................  A-18
 3.10 Licenses and Authorizations.......................................  A-18
 3.11 No Violation of Law...............................................  A-19
 3.12 Absence of Certain Changes or Events..............................  A-20
 3.13 No Undisclosed Liabilities........................................  A-20
 3.14 Absence of Litigation.............................................  A-20
 3.15 Employee Benefit Plans............................................  A-20
 3.16 Employment and Labor Matters......................................  A-22
 3.17 Registration Statement; Proxy Statement/Prospectus................  A-22
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
 <C>  <S>                                                                   <C>
 3.18 Absence of Restrictions on Business Activities......................  A-22
 3.19 Title to Assets; Leases.............................................  A-23
 3.20 Taxes...............................................................  A-23
 3.21 Environmental Matters...............................................  A-24
 3.22 Intellectual Property...............................................  A-25
 3.23 No Restrictions on the Merger; Takeover Statutes....................  A-25
 3.24 Tax Matters.........................................................  A-25
 3.25 Brokers.............................................................  A-25
 3.26 Opinion of Financial Advisor........................................  A-26

                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF TRITEL

 4.1  Organization and Qualification; Subsidiaries........................  A-26
 4.2  Certificate of Incorporation; By-laws...............................  A-27
 4.3  Capitalization......................................................  A-27
 4.4  Authority; Enforceability...........................................  A-28
 4.5  Required Vote.......................................................  A-28
 4.6  No Conflict; Required Filings and Consents..........................  A-28
 4.7  Material Agreements.................................................  A-29
 4.8  Compliance..........................................................  A-29
 4.9  SEC Filings; Financial Statements...................................  A-30
 4.10 Licenses and Authorizations.........................................  A-30
 4.11 No Violation of Law.................................................  A-31
 4.12 Absence of Certain Changes or Events................................  A-32
 4.13 No Undisclosed Liabilities..........................................  A-32
 4.14 Absence of Litigation...............................................  A-32
 4.15 Employee Benefit Plans..............................................  A-32
 4.16 Employment and Labor Matters........................................  A-33
 4.17 Registration Statement; Proxy Statement/Prospectus..................  A-34
 4.18 Absence of Restrictions on Business Activities......................  A-34
 4.19 Title to Assets; Leases.............................................  A-34
 4.20 Taxes...............................................................  A-34
 4.21 Environmental Matters...............................................  A-35
 4.22 Intellectual Property...............................................  A-36
 4.23 No Restrictions on the Merger; Takeover Statutes....................  A-36
 4.24 Tax Matters.........................................................  A-37
 4.25 Brokers.............................................................  A-37
 4.26 Opinion of Financial Advisor........................................  A-37

                                   ARTICLE V

                     REPRESENTATIONS AND WARRANTIES OF AT&T

 5.1  Authority; Enforceability...........................................  A-37
 5.2  No Conflict; Required Filings and Consents..........................  A-37
 5.3  Tax Matters.........................................................  A-38
 5.4  Brokers.............................................................  A-38
 5.5  Registration Statement; Proxy Statement/Prospectus..................  A-38
 5.6  Waiver..............................................................  A-38
 5.7  Investment Experience...............................................  A-38
 5.8  Investment Intent...................................................  A-39
 5.9  Registration or Exemption Requirements..............................  A-39
</TABLE>

                                       ii
<PAGE>

                                   ARTICLE VI

                             ADDITIONAL AGREEMENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
 <C>   <S>                                                                <C>
  6.1  Access to Information; Confidentiality...........................  A-39
  6.2  Conduct of Business Pending the Closing Date.....................  A-40
  6.3  Registration Statement; Other Filings; Board Recommendations.....  A-44
  6.4  Meeting of Company Stockholders..................................  A-45
  6.5  Non-Solicitation.................................................  A-46
  6.6  Subsequent Financial Statements..................................  A-47
  6.7  Nasdaq National Market Listing...................................  A-47
  6.8  Comfort Letters..................................................  A-47
  6.9  Further Actions..................................................  A-48
  6.10 Notification.....................................................  A-49
  6.11 Notice of Breaches; Updates......................................  A-49
  6.12 No Inconsistent Action...........................................  A-49
  6.13 Commercially Reasonable Efforts..................................  A-49
  6.14 Affiliates.......................................................  A-49
  6.15 Blue Sky.........................................................  A-50
  6.16 Tax-Free Exchange................................................  A-50
  6.17 AT&T Actions.....................................................  A-50
  6.18 Transition Committee.............................................  A-50
  6.19 Employee Benefit Matters.........................................  A-50
  6.20 Novation of Affiliation Agreements...............................  A-51
  6.21 Indemnity for Indus and Airadigm Liabilities.....................  A-51

                                  ARTICLE VII

                               CLOSING CONDITIONS

  7.1  Conditions to Obligations of TeleCorp and Tritel to Effect the
       Mergers..........................................................  A-51
  7.2  Additional Conditions to Obligations of TeleCorp.................  A-53
  7.3  Additional Conditions to the Obligations of Tritel...............  A-53
  7.4  Conditions to Obligations of the Holding Company to Issue the
       Shares...........................................................  A-54
  7.5  Conditions to Obligations of AT&T to Effect the Contribution.....  A-54

                                  ARTICLE VIII

                                  TERMINATION

  8.1  General..........................................................  A-55
  8.2  Obligations in Event of Termination..............................  A-56
  8.3  Termination of Contribution......................................  A-56
  8.4  Obligations in Event of Termination of Contribution..............  A-57

                                   ARTICLE IX

                                  NO SURVIVAL

  9.1  No Survival of Representations and Warranties....................  A-57

                                   ARTICLE X

                                 MISCELLANEOUS

 10.1  Public Announcements.............................................  A-57
 10.2  Fees and Expenses................................................  A-57
</TABLE>

                                      iii
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
 <C>   <S>                                                                  <C>
 10.3  Notices............................................................  A-58
 10.4  Certain Definitions................................................  A-59
 10.5  Interpretation.....................................................  A-60
 10.6  Entire Agreement...................................................  A-60
 10.7  Binding Effect; Benefit............................................  A-60
 10.8  Assignability......................................................  A-61
 10.9  Amendment; Waiver..................................................  A-61
 10.10 Section Headings; Table of Contents................................  A-61
 10.11 Severability.......................................................  A-61
 10.12 Counterparts.......................................................  A-61
 10.13 GOVERNING LAW; JURISDICTION AND SERVICE OF PROCESS.................  A-61
</TABLE>

                                       iv
<PAGE>

                                    EXHIBITS

<TABLE>
 <C>              <S>
 EXHIBIT A        --Voting Agreement

 EXHIBIT B-1      --Form of Certificate of Merger

 EXHIBIT B-2      --Form of Certificate of Merger

 EXHIBIT C-1      --Certificate of Incorporation of TeleCorp II

 EXHIBIT C-2      --Certificate of Incorporation of Tritel II

 EXHIBIT D-1      --License Extension Amendment

 EXHIBIT D-2      --Airadigm Letter of Intent

 EXHIBIT E        --Intentionally Omitted

 EXHIBIT F        --Plan of Reorganization

 EXHIBIT G-1      --Indus Assignment

 EXHIBIT G-2      --Indus Merger Agreement

 EXHIBIT H        --Form of the Holding Company Certificate of Incorporation

 EXHIBIT I        --Form of the Holding Company By-laws

 EXHIBIT J        --Affiliate Agreement

 EXHIBIT I-1      --TeleCorp PCS, Inc. Tax Representations

 EXHIBIT I-2      --Tritel, Inc. Tax Representations

 EXHIBIT I-3      --The Holding Company Tax Representations Regarding TeleCorp
                  Merger

 EXHIBIT I-4      --The Holding Company Tax Representations Regarding Tritel
                  Merger

 EXHIBIT I-5      --AT&T Tax Representations

 EXHIBIT J-1      --Mounger Employment Agreement

 EXHIBIT J-2      --Martin Employment Agreement

 EXHIBIT K-1      --New Network Membership License Agreement

 EXHIBIT K-2      --New Intercarrier Roamer Service Agreement

 EXHIBIT K-3      --New Roaming Administration Agreement

                                   SCHEDULES

 SCHEDULE A       --Directors and Officers of TeleCorp II, Tritel II and the
                  Holding Company

 SCHEDULE B       --Certain Actions Pending the Closing Date

 SCHEDULE 1.8     --Tritel Restricted Stock Agreements

 SCHEDULE 3.3(b)  --The TeleCorp Options

 SCHEDULE 3.10(c) --TeleCorp Authorizations

 SCHEDULE 4.3(b)  --The Tritel Options

 SCHEDULE 3.10(c) --Tritel Authorizations

 SCHEDULE 6.2(a)  --TeleCorp's Conduct of Business Pending the Closing Date

 SCHEDULE 6.2(b)  --Tritel's Conduct of Business Pending the Closing Date

 SCHEDULE 6.9     --Aggregate out-of-pocket costs to obtain consents

 SCHEDULE 6.14    --All persons who are, or may be, as of the date hereof
                   "affiliates" of TeleCorp and Tritel
</TABLE>

                                       v
<PAGE>

             AGREEMENT AND PLAN OF REORGANIZATION AND CONTRIBUTION

   Agreement and Plan of Reorganization and Contribution (this "Agreement"),
dated as of February 28, 2000, by and among TeleCorp PCS, Inc., a Delaware
corporation ("Telecorp"), Tritel, Inc., a Delaware corporation ("Tritel") and
AT&T Wireless Services, Inc., a Delaware corporation ("AT&T").

                                  WITNESSETH:

   WHEREAS, the respective Boards of Directors of TeleCorp and Tritel have each
determined to engage in the transactions contemplated by this Agreement. This
Agreement provides for (A) the organization under the General Corporation Law
of the State of Delaware (the "DGCL") of a new holding company (the "Holding
Company"), which will become the parent and sole stockholder of both TeleCorp
and Tritel pursuant to (i) the conversion of all outstanding shares of capital
stock of TeleCorp into shares of capital stock of the Holding Company by means
of a merger (the "First Merger") of a wholly owned subsidiary of the Holding
Company, to be organized under the DGCL (the "First Merger Sub"), into and with
TeleCorp, with TeleCorp as the surviving corporation, and (ii) the conversion
of all outstanding shares of capital stock of Tritel into shares of capital
stock of the Holding Company by means of a merger (the "Second Merger" and,
together with the First Merger, the "Mergers") of a wholly owned subsidiary of
the Holding Company, to be organized under the DGCL (the "Second Merger Sub"
and, together with the First Merger Sub, the "Merger Subs"), with and into
Tritel, with Tritel as the surviving corporation and (B) as part of the
transaction, AT&T shall contribute or cause to be contributed certain property
to the Holding Company in consideration of the issuance to AT&T (or its
Affiliates) of 9,272,740 shares (the "Shares") of Class A Voting Stock (as
defined below) (the "Contribution"). The Mergers shall be effected
simultaneously in accordance with the DGCL and it is intended that the
Contribution shall occur simultaneously with the Mergers. As a result of the
Mergers, the stockholders of TeleCorp and the stockholders of Tritel shall
become stockholders of the Holding Company, and TeleCorp and Tritel shall
continue to conduct their respective businesses and operations as wholly owned
subsidiaries of the Holding Company;

   WHEREAS, as a condition to the willingness of, and an inducement to,
TeleCorp, Tritel and AT&T to enter into this Agreement, contemporaneously with
the execution and delivery of this Agreement, certain holders of shares of
capital stock of TeleCorp and Tritel are entering into simultaneously hereafter
agreements dated as of the date hereof and effective as of the Effective Time
(as defined below) providing for certain actions relating to the transactions
contemplated by this Agreement and the further governance of the Holding
Company;

   WHEREAS, as an inducement to and a condition to Tritel entering into this
Agreement, certain stockholders of TeleCorp are entering into simultaneously
herewith a Voting Agreement relating to the agreement of such stockholders to
vote to approve the transactions contemplated by this Agreement (the "Telecorp
Voting Agreement"), in the form of Exhibit A;

   WHEREAS, as an inducement to and a condition to TeleCorp entering into this
Agreement, certain stockholders of Tritel are entering into simultaneously
herewith a Voting Agreement relating to the agreement of such stockholders to
vote to approve the transactions contemplated by this Agreement (the "Tritel
Voting Agreement") in the form of Exhibit A; and

   WHEREAS, for Federal income tax purposes, it is intended that the Mergers
and the Contribution, taken together, will qualify as a tax-free transaction
within the meaning of Section 351 of the Internal Revenue Code of 1986, as
amended (the "Code"), that the Mergers will each qualify as a tax-free
reorganization under Section 368(a) of the Code, that the stockholders of
TeleCorp and Tritel will recognize no gain or loss for Federal income tax
purposes as a result of the consummation of the Mergers and AT&T will recognize
no gain or loss for Federal income tax purposes as a result of consummation of
the Contribution.


                                      A-1
<PAGE>

   NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:

                                   ARTICLE I

                        THE MERGERS AND THE CONTRIBUTION

   1.1 The Mergers. At the Effective Time (as defined in Section 1.2) and
subject to the terms and conditions of this Agreement, and in accordance with
the DGCL, the First Merger Sub shall be merged with and into TeleCorp, with
TeleCorp as the surviving corporation, and the Second Merger Sub shall be
merged with and into Tritel, with Tritel as the surviving corporation. From and
after the Effective Time, the separate corporate existences of the First Merger
Sub and the Second Merger Sub shall cease and TeleCorp, as the surviving
corporation in the First Merger, and Tritel, as the surviving corporation in
the Second Merger, shall continue their respective existence under the laws of
the State of Delaware as wholly owned subsidiaries of the Holding Company.
TeleCorp, as the surviving corporation after the First Merger, is hereinafter
sometimes referred to as "Telecorp II" and Tritel, as the surviving corporation
after the Second Merger, is hereinafter sometimes referred to as "Tritel II."

   1.2 Effective Time. As promptly as practicable after the satisfaction or, to
the extent permitted hereunder, waiver of the conditions set forth in Article
VII, but in no event prior to the Closing (as defined below), TeleCorp and
Tritel shall cause the Mergers to be consummated by simultaneously filing two
certificates of merger (the "Certificates of Merger") with the Secretary of
State of the State of Delaware, in substantially the form of Exhibits B-1 and
B-2 attached hereto, respectively, and executed in accordance with the relevant
provisions of the DGCL (the date and time of such filing, or such later date
and time as may be specified in the Certificates of Merger, being the
"Effective Time").

   1.3 Effect Of The Mergers.  At the Effective Time, the effect of the Mergers
shall be as provided in the applicable provisions of the DGCL and the
applicable Certificate of Merger. Without limiting the generality of the
foregoing, and subject thereto, at the Effective Time (i) all the assets,
property, rights, privileges, immunities, powers and franchises of TeleCorp and
the First Merger Sub shall vest in TeleCorp II, and all debts, liabilities and
duties of TeleCorp and the First Merger Sub shall become the debts, liabilities
and duties of TeleCorp II, and (ii) all the assets, property, rights,
privileges, immunities, powers and franchises of Tritel and the Second Merger
Sub shall vest in Tritel II, and all debts, liabilities and duties of Tritel
and the Second Merger Sub shall become the debts, liabilities and duties of
Tritel II.

   1.4 Certificates Of Incorporation And By-laws Of Telecorp II And Tritel II.

   (a) At the Effective Time and without further action on the part of any
party, the Certificate of Incorporation of TeleCorp II shall be amended to read
in its entirety as set forth in Exhibit C-1 attached hereto, and the By-laws of
the First Merger Sub shall be the By-laws of TeleCorp II until thereafter
amended as provided by the DGCL.

   (b) At the Effective Time and without further action on the part of any
party, the Certificate of Incorporation of Tritel II shall be amended to read
in its entirety as set forth in Exhibit C-2 attached hereto, and the By-laws of
the Second Merger Sub shall be the By-laws of Tritel II until thereafter
amended as provided by the DGCL.

   1.5 Directors and Officers.

   (a) The directors and officers of TeleCorp II immediately following the
Effective Time, each to hold office in accordance with the Certificate of
Incorporation and the By-laws of TeleCorp II until their respective successors
are duly elected or appointed and qualified or until their earlier death,
resignation or removal in

                                      A-2
<PAGE>

accordance with TeleCorp II's Certificate of Incorporation and By-laws, shall
be as set forth on Schedule A hereto.

   (b) The directors and officers of Tritel II immediately following the
Effective Time, each to hold office in accordance with the Certificate of
Incorporation and the By-laws of Tritel II until their respective successors
are duly elected or appointed and qualified or until their earlier death,
resignation or removal in accordance with Tritel II's Certificate of
Incorporation and By-laws, shall be as set forth on Schedule A hereto.

   1.6 Conversion of Capital Stock, etc. Subject to the provisions of this
Article I, at the Effective Time, by virtue of the First Merger or the Second
Merger, as applicable, and without any action on the part of any party:

   (a) With respect to each share of Common Stock, par value $0.01 per share,
of TeleCorp ("Telecorp Common Stock"):

     (i) each share of TeleCorp Class A Voting Common Stock, par value $0.01
  per share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of the
  Holding Company Class A Voting Common Stock, par value $0.01 per share
  ("Class A Voting Stock"), equal to the TeleCorp Exchange Ratio (as defined
  in subsection (e) below);

     (ii) each share of TeleCorp Class B Non-Voting Common Stock, par value
  $0.01 per share, issued and outstanding immediately prior to the Effective
  Time (other than any shares to be canceled pursuant to Section 1.7) shall
  be converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of the
  Holding Company Class A Voting Common Stock, par value $0.01 per share,
  equal to the TeleCorp Exchange Ratio;

     (iii) each share of TeleCorp Class C Common Stock, par value $0.01 per
  share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of the
  Holding Company Class C Common Stock, par value $0.01 per share ("Class C
  Common Stock"), equal to the TeleCorp Exchange Ratio;

     (iv) each share of TeleCorp Class D Common Stock, par value $0.01 per
  share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of the
  Holding Company Class D Common Stock, par value $0.01 per share ("Class D
  Common Stock"), equal to the TeleCorp Exchange Ratio; and

     (v) each share of TeleCorp Voting Preference Common Stock, par value
  $0.01 per share, issued and outstanding immediately prior to the Effective
  Time (other than any shares to be canceled pursuant to Section 1.7) shall
  be converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of the
  Holding Company Voting Preference Common Stock, par value $0.01 per share
  ("Voting Preference Stock"), equal to the TeleCorp Exchange Ratio.

   (b) With respect to each share of Preferred Stock, par value $0.01 per
share, of TeleCorp ("Telecorp Preferred Stock" and, together with the TeleCorp
Common Stock, "Telecorp Capital Stock"):

     (i) each share of TeleCorp Series A Preferred Stock, par value $0.01 per
  share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of the
  Holding Company Series A Preferred Stock, par value $0.01 per share
  ("Series A Preferred Stock"), equal to the TeleCorp Exchange Ratio;


                                      A-3
<PAGE>

     (ii) each share of TeleCorp Series C Preferred Stock, par value $0.01
  per share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of the
  Holding Company Series C Preferred Stock, par value $0.01 per share
  ("Series C Preferred Stock"), equal to the TeleCorp Exchange Ratio;

     (iii) each share of TeleCorp Series D Preferred Stock, par value $0.01
  per share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of the
  Holding Company Series D Preferred Stock, par value $0.01 per share
  ("Series D Preferred Stock"), equal to the TeleCorp Exchange Ratio;

     (iv) each share of TeleCorp Series E Preferred Stock, par value $0.01
  per share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of the
  Holding Company Series E Preferred Stock, par value $0.01 per share
  ("Series E Preferred Stock"), equal to the TeleCorp Exchange Ratio; and

     (v) each share of TeleCorp Series F Preferred Stock, par value $0.01 per
  share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of the
  Holding Company Series F Preferred Stock, par value $0.01 per share
  ("Series F Preferred Stock"), equal to the TeleCorp Exchange Ratio.

   (c) With respect to each share of Common Stock, par value $0.01 per share,
of Tritel ("Tritel Common Stock"):

     (i) each share of Tritel Class A Voting Common Stock, par value $0.01
  per share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of Class A
  Voting Stock equal to the Tritel Exchange Ratio (as defined in subsection
  (e) below);

     (ii) each share of Tritel Class B Non-Voting Common Stock, par value
  $0.01 per share, issued and outstanding immediately prior to the Effective
  Time (other than any shares to be canceled pursuant to Section 1.7) shall
  be converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of Class A
  Voting Stock equal to the Tritel Exchange Ratio;

     (iii) each share of Tritel Class C Common Stock, par value $0.01 per
  share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of the
  Holding Company Class E Common Stock, par value $0.01 per share ("Class E
  Common Stock"), equal to the Tritel Exchange Ratio multiplied by 0.01 and
  that number (expressed as a decimal) of fully paid and non-assessable
  shares of Class A Voting Stock equal to the Tritel Exchange Ratio
  multiplied by 0.99;

     (iv) each share of Tritel Class D Common Stock, par value $0.01 per
  share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for that number
  (expressed as a decimal) of fully paid and non-assessable shares of the
  Holding Company Class F Common Stock, par value $0.01 per share ("Class F
  Common Stock"), equal to the Tritel Exchange Ratio multiplied by 0.01 and
  that number (expressed as a decimal) of fully paid and non-assessable
  shares of Class A Voting Stock equal to the Tritel Exchange Ratio
  multiplied by 0.99; and


                                      A-4
<PAGE>

     (v) all Tritel Voting Preference Common Stock, par value $0.01 per
  share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for the right to
  receive an aggregate amount of $10,000,000 in immediately available funds
  to be paid at the Effective Time (which source of funds will come from
  Tritel and not from TeleCorp or the Holding Company); all shares of Tritel
  Voting Preference Common Stock owned by William M. Mounger, II shall be
  converted into three shares of Voting Preference Stock; Messers. Martin and
  Mounger own all the outstanding shares of Tritel Voting Preference Common
  Stock.

   (d) With respect to each share of Preferred Stock, par value $0.01 per
share, of Tritel ("Tritel Preferred Stock" and, together with the Tritel Common
Stock, "Tritel Capital Stock"):

     (i) each share of Tritel Series A Preferred Stock, par value $0.01 per
  share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for one fully paid and
  non-assessable share of the Holding Company Series B Preferred Stock, par
  value $0.01 per share ("Series B Preferred Stock");

     (ii) each share of Tritel Series D Preferred Stock, par value $0.01 per
  share, issued and outstanding immediately prior to the Effective Time
  (other than any shares to be canceled pursuant to Section 1.7) shall be
  converted automatically into and become exchangeable for one fully paid and
  non-assessable share of the Holding Company Series G Preferred Stock, par
  value $0.01 per share ("Series G Preferred Stock").

   (e) For purposes of this Agreement, the "Telecorp Exchange Ratio" shall
initially be 1.00 and the "Tritel Exchange Ratio" shall initially be 0.76, in
each case subject to adjustment from time to time in accordance with Section
1.10. The TeleCorp and Tritel Exchange Ratios are sometimes referred to herein
as the "Exchange Ratios".

   (f) As of the Effective Time, all shares of TeleCorp Capital Stock shall no
longer be outstanding and shall automatically be deemed canceled and shall
cease to exist, and each holder of a certificate representing any such shares
shall cease to have any rights with respect thereto, except the right to
receive the applicable Holding Company Capital Stock specified in Section
1.6(a) and (b) (the "Telecorp Merger Consideration") as the case may be, and
any cash in lieu of fractional shares to be issued or paid in consideration
therefor upon surrender of such certificate in accordance with Section 1.12
hereof without interest. For purposes hereof, the term "Holding Company Common
Stock" shall mean the Class A Voting Stock, the Class C Common Stock, the Class
D Common Stock, the Class E Common Stock, the Class F Common Stock and the
Voting Preference Stock; the term "Holding Company Preferred Stock" shall mean
the Series A Preferred Stock, the Series B Preferred Stock, the Series C
Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock,
the Series F Preferred Stock and the Series G Preferred Stock; and the term
"Holding Company Capital Stock" shall mean the Holding Company Common Stock and
the Holding Company Preferred Stock, collectively.

   (g) As of the Effective Time, all shares of Tritel Capital Stock shall no
longer be outstanding and shall automatically be redeemed and canceled and
shall cease to exist, and each holder of a certificate representing any such
shares shall cease to have any rights with respect thereto, except the right to
receive the applicable Holding Company Capital Stock specified in Section
1.6(c) and (d) (the "Tritel Merger Consideration") and any cash in lieu of
fractional shares to be issued or paid in consideration therefor upon surrender
of such certificate in accordance with Section 1.12 hereof without interest.

   1.7  Cancellation of Treasury Shares.

   (a) At the Effective Time, each share of TeleCorp Capital Stock, if any,
held in the treasury of TeleCorp shall be canceled and extinguished without any
conversion thereof and no consideration shall be delivered in exchange
therefor.

                                      A-5
<PAGE>

   (b) At the Effective Time, each share of Tritel Capital Stock held in the
treasury of Tritel, shall be canceled and extinguished without any conversion
thereof and no consideration shall be delivered in exchange therefor.

   1.8 Stock Options.

   (a) At the Effective Time, all options to purchase shares of TeleCorp Common
Stock then outstanding under the TeleCorp 1999 Stock Option Plan (the "Telecorp
1999 Plan"), by virtue of the First Merger and without any action on the part
of the holder thereof, shall no longer be options to acquire TeleCorp Common
Stock and shall become options to acquire Class A Voting Stock with such terms
as provided in Section 1.8(b). At the Effective Time, all options to purchase
shares of Tritel Common Stock then outstanding under the Tritel Non-Employee
Directors Stock Option Plan (the "Tritel Directors Plan") and the Tritel 1999
Stock Option Plan (the "Tritel 1999 Plan," and with the TeleCorp Option Plans
and Tritel Directors Plan, the "Option Plans"), by virtue of the Second Merger
and without any action on the part of the holder thereof, shall no longer be
options to acquire Tritel Common Stock and shall become options to acquire
Class A Voting Stock with such terms as provided in Section 1.8(b). Outstanding
options under the Option Plans are referred to herein as "Outstanding Employee
Options."

   (b) Each such Outstanding Employee Option shall continue to have, and be
subject to, the same terms and conditions set forth in the relevant Option
Plan, option agreements thereunder and other relevant documentation immediately
prior to the Effective Time, except that such Outstanding Employee Options will
be exercisable solely for that number of whole shares of Class A Voting Stock
equal to the product of the number of shares of TeleCorp or Tritel Common
Stock, as the case may be, that were purchasable under such Outstanding
Employee Option immediately prior to the Effective Time multiplied by the
applicable Exchange Ratio, rounded down to the nearest whole number of shares
of the Holding Company Common Stock and the per-share exercise price for the
shares of Class A Voting Stock issuable upon exercise of such assumed
Outstanding Employee Options will be equal to the quotient determined by
dividing the exercise price per-share of TeleCorp or Tritel Common Stock, as
the case may be, at which such Outstanding Employee Options were exercisable
immediately prior to the Effective Time by the relevant Exchange Ratio, and
rounding the resulting exercise price up to the nearest whole cent.

   (c) The Holding Company shall reserve for issuance a sufficient number of
shares of Class A Voting Stock for delivery upon exercise of Outstanding
Employee Options. As soon as practicable after the Effective Time, the Holding
Company shall file a registration statement on Form S-8 under the Securities
Act covering the shares of Class A Voting Stock issuable upon the exercise of
the Outstanding Employee Options assumed by the Holding Company, and shall use
its reasonable efforts to cause such registration statement to become effective
as soon thereafter as practicable and to maintain such registration in effect
until the exercise or expiration of such assumed Outstanding Employee Options.

   (d) TeleCorp and Tritel shall take all such steps as may be required to
cause consummation of the transactions contemplated by Section 1.8(a) and (b)
and any other disposition of TeleCorp or Tritel equity securities (including
derivative securities) in connection with this Agreement by each individual who
(x) is a director or officer of TeleCorp or Tritel or (y) at the Effective Time
will be a director or officer of the Holding Company, to be exempt under Rule
16b-3 promulgated under the Exchange Act (as defined below), such steps to be
taken in accordance with the No-Action Letter dated January 12, 1999, issued by
the SEC (as defined below) to Skadden, Arps, Slate, Meagher & Flom LLP.

   (e) At the Effective Time, the Holding Company shall assume all of the
obligations of TeleCorp under the TeleCorp 1998 Restricted Stock Plan (the
"Telecorp Restricted Stock Plan") and of Tritel under the Tritel Restricted
Stock Agreements specified in Schedule 1.8.

   1.9 Capital Stock of the Merger Subs.

   (a) Each share of common stock, par value $0.01 per share, of the First
Merger Sub ("First Merger Sub Common Stock") issued and outstanding immediately
prior to the Effective Time shall be converted into and

                                      A-6
<PAGE>

exchanged for one validly issued, fully paid and non-assessable share of common
stock of TeleCorp II. Each stock certificate of First Merger Sub evidencing
ownership of any First Merger Sub Common Stock shall after the Effective Time
evidence ownership of such shares of capital stock of TeleCorp II.

   (b) Each share of common stock, par value $0.01 per share, of the Second
Merger Sub ("Second Merger Sub Common Stock") issued and outstanding
immediately prior to the Effective Time shall be converted into and exchanged
for one validly issued, fully paid and non-assessable share of common stock of
Tritel II. Each stock certificate of Second Merger Sub evidencing ownership of
any Second Merger Sub Common Stock shall, after the Effective Time, evidence
ownership of such shares of capital stock of Tritel II.

   1.10 Adjustments to Exchange Ratios. Without limiting any other provision of
this Agreement, the TeleCorp Exchange Ratio and the Tritel Exchange Ratio shall
each be adjusted, at any time and from time to time, to fully reflect the
effect of any stock split, reverse split, stock dividend (including, without
limitation, any stock dividend of securities convertible into TeleCorp Capital
Stock or Tritel Capital Stock, as the case may be), reorganization,
recapitalization or other like change with respect to TeleCorp Capital Stock or
Tritel Capital Stock occurring or with a record date after the date hereof and
prior to the Effective Time.

   1.11 Fractional Shares.

   (a) No fraction of a share of Class A Voting Stock shall be issued, but in
lieu thereof each holder of shares of TeleCorp Common Stock or Tritel Common
Stock, as the case may be, who would otherwise be entitled to a fraction of a
share of Class A Stock (after aggregating all fractional shares of Class A
Voting Stock to be received by such holder) shall receive from the Exchange
Agent (as defined below) in lieu of such fractional shares of Class A Voting
Stock, an amount of cash (rounded to the nearest whole cent and without
interest) representing such holder's proportionate interest, if any, in the net
proceeds from the sale by the Exchange Agent in one or more transactions (which
sale transactions shall be made at such times, in such manner and on such terms
as the Exchange Agent shall determine in its reasonable discretion) on behalf
of all such holders of the aggregate of the fractional shares of Class A Voting
Stock which would otherwise have been issued (the "Excess Shares"). The sale of
the Excess Shares by the Exchange Agent shall be executed on the Nasdaq
National Market System and shall be executed in round lots to the extent
practicable. Until the net proceeds of such sale or sales have been distributed
to the holders of TeleCorp Common Stock or Tritel Common Stock, as applicable,
the Exchange Agent will hold such proceeds in trust for the holders of the
applicable TeleCorp Common Stock and the Tritel Common Stock. The Holding
Company shall pay all commissions, transfer taxes and other out-of-pocket
transaction costs, including, without limitation, the expenses and compensation
of the Exchange Agent, incurred in connection with such sale of the Excess
Shares. The Holding Company may decide, at its option, exercised prior to the
Effective Time, in lieu of the issuance and sale of Excess Shares and the
making of the payments heretofore contemplated by Section 2.4 that the Holding
Company shall pay to the Exchange Agent an amount sufficient for the Exchange
Agent to pay each holder of TeleCorp Common Stock and Tritel Common Stock the
amount such holder would have received pursuant to the foregoing assuming that
the sales of Class A Stock were made at a price equal to the average of the
closing bid prices of the Class A Stock on the Nasdaq National Market System,
for the ten consecutive trading days immediately following the Effective Time
and, in such case, all references herein to the cash proceeds of the sale of
the Excess Shares and similar references shall be deemed to mean and refer to
the payments calculated as set forth in this sentence. In such event, Excess
Shares shall not be issued or otherwise transferred to the Exchange Agent. As
soon as practicable after the determination of the amount of cash, if any, to
be paid to holders of TeleCorp Common Stock or Tritel Common Stock, as
applicable, in lieu of any fractional shares of the applicable TeleCorp Common
Stock and the Tritel Common Stock, the Exchange Agent shall make available such
amounts to such holders of shares of the applicable TeleCorp Common Stock and
the Tritel Common Stock without interest.

   (b) Fractions of a share of all classes and series of the Holding Company
Capital Stock, other than Class A Voting Stock, may be issued in connection
with the Mergers.


                                      A-7
<PAGE>

   1.12 Surrender of Certificates.

   (a)  Exchange Agent. Prior to the Effective Time, the Holding Company shall
designate a bank or trust company to act as exchange agent (the "Exchange
Agent") in connection with the Mergers.

   (b) The Holding Company to Provide Capital Stock. When and as needed, the
Holding Company shall make available to the Exchange Agent for exchange in
accordance with this Article I, through such reasonable procedures as the
Holding Company may adopt, sufficient shares of the Holding Company Capital
Stock to be exchanged pursuant to Section 1.6.

   (c) Exchange Procedures. Promptly after the Effective Time, the Holding
Company shall cause to be mailed to each holder of record of a certificate or
certificates (the "Certificates") which immediately prior to the Effective Time
represented outstanding shares of TeleCorp Capital Stock and Tritel Capital
Stock whose shares were converted into the right to receive shares of the
Holding Company Capital Stock pursuant to Section 1.6, a letter of transmittal
(which shall specify that delivery shall be effected, and risk of loss and
title to the Certificates shall pass, only upon delivery of the Certificates to
the Exchange Agent and shall be in such form and have such other provisions as
the TeleCorp and/or Tritel may reasonably specify) and instructions for use in
effecting the surrender of the Certificates in exchange for certificates
representing shares of the Holding Company Capital Stock. Upon surrender of a
Certificate for cancellation to the Exchange Agent, together with such letter
of transmittal, duly completed and validly executed in accordance with the
instructions thereto, the holder of such Certificate shall be entitled to
receive in exchange therefor a certificate representing the number and type of
shares of the Holding Company Capital Stock or, in the case of Class A Voting
Stock, payment in lieu of fractional shares which such holder has the right to
receive pursuant to Section 1.11, and the Certificate so surrendered shall
forthwith be canceled. Until so surrendered, each outstanding Certificate that,
prior to the Effective Time, represented shares of TeleCorp Capital Stock or
Tritel Capital Stock, as the case may be, shall be deemed from and after the
Effective Time, for all legal purposes, to evidence only the right to receive
the number of shares of the Holding Company Capital Stock into which the holder
of such shares of TeleCorp Capital Stock or Tritel Capital Stock, as the case
may be, is entitled and, in the case of Class A Voting Stock, the right to
receive an amount in cash in lieu of the issuance of any fractional shares in
accordance with Section 1.11. Any portion of the shares of the Holding Company
Capital Stock and cash deposited with the Exchange Agent pursuant to Section
1.12(b) which remains undistributed to the holders of Certificates representing
shares of TeleCorp Capital Stock or Tritel Capital Stock, as the case may be,
for six (6) months after the Effective Time shall be delivered to the Holding
Company, upon demand, and any holders of shares of TeleCorp Capital Stock or
Tritel Capital Stock, as the case may be, who have not theretofore complied
with the provisions of this Article I shall thereafter look only to the Holding
Company and only as general creditors thereof for payment of their claim for
the Holding Company Capital Stock, any cash in lieu of fractional shares of
Class A Voting Stock and any dividends or distributions with respect to the
Holding Company Capital Stock to which such holders may then be entitled.

   (d) Distributions with Respect to Unexchanged Shares. No dividends or other
distributions declared or made after the Effective Time with respect to the
Holding Company Capital Stock with a record date after the Effective Time will
be paid to the holder of any unsurrendered Certificate with respect to the
shares of the Holding Company Capital Stock represented thereby until the
holder of record of such Certificate shall surrender such Certificate. Subject
to applicable law, following the surrender of any such Certificate, there shall
be paid to the record holder of the certificates representing shares of the
Holding Company Capital Stock issued in exchange therefor, without interest, at
the time of such surrender, the amount of dividends or other distributions with
a record date after the Effective Time theretofore paid with respect to such
shares of the Holding Company Capital Stock.

   (e) Transfers of Ownership. If any certificate for shares of the Holding
Company Capital Stock is to be issued in a name other than that in which the
Certificate surrendered in exchange therefor is registered in the stock
register of TeleCorp or Tritel, as applicable, it shall be a condition of the
issuance thereof that the Certificate so surrendered shall be properly endorsed
and otherwise be in proper form for transfer and that the

                                      A-8
<PAGE>

stockholder requesting such exchange shall have paid to the Holding Company, or
any agent designated by it, any transfer or other taxes required by reason of
the issuance of a certificate for shares of the Holding Company Capital Stock
in any name other than that of the registered holder of the Certificate
surrendered, or established to the reasonable satisfaction of the Holding
Company or any agent designated by it that such tax has been paid or is
otherwise not payable.

   (f) No Liability. Notwithstanding anything to the contrary in this
Agreement, none of the Exchange Agent, the Holding Company, TeleCorp II or
Tritel II shall be liable to a holder of shares of TeleCorp Capital Stock or
Tritel Capital Stock, as the case may be, for the Holding Company Capital Stock
or any amount properly paid to a public official pursuant to any applicable
abandoned property, escheat or similar law.

   (g) Withholding of Tax. Either the Holding Company or the Exchange Agent
shall be entitled to deduct and withhold from the consideration otherwise
payable pursuant to this Agreement to any holder of shares of TeleCorp Capital
Stock or Tritel Capital Stock, as the case may be, such amounts as the Holding
Company (or any Affiliate thereof (as defined in Section 10.4)) or the Exchange
Agent shall determine in good faith they are required to deduct and withhold
with respect to the making of such payment under the Code or any provision of
any applicable state, local or foreign tax law. To the extent that amounts are
so withheld by the Holding Company or the Exchange Agent, such withheld amounts
will be treated for all purposes of this Agreement as having been paid to the
holder of the shares of TeleCorp Capital Stock or Tritel Capital Stock, as the
case may be, in respect of whom such deduction and withholding were made by the
Holding Company.

   1.13 Further Ownership Rights in Shares. All shares of the Holding Company
Capital Stock issued upon the surrender for exchange of shares of TeleCorp
Capital Stock or Tritel Capital Stock, as the case may be, in accordance with
the terms of this Article I (including any cash paid in respect thereof) shall
be deemed to have been issued in full satisfaction of all rights pertaining to
such shares of TeleCorp Capital Stock or Tritel Capital Stock, as the case may
be, and there shall be no further registration of transfers on the records of
either TeleCorp II or Tritel II of shares of capital stock which were
outstanding immediately prior to the Effective Time. If, after the Effective
Time, Certificates are presented to either TeleCorp II or Tritel II for any
reason, they shall be canceled and exchanged as provided in this Article I.

   1.14 Contribution.

   (a) As soon as practicable after the Effective Time and subject to, and upon
the terms and conditions of, this Agreement, AT&T shall deliver or cause to be
delivered (i) an amendment to the Network Membership License Agreement, then in
effect between AT&T Corp., a New York corporation, and the Holding Company or
Telecorp (the "Existing Network Membership License Agreement"), in the form
attached as Exhibit D-1 (the "License Extension Amendment"), (ii) the Airadigm
Assignment (as defined below), (iii) the Indus Assignment (as defined below)
and (iv) a wire transfer of immediately available funds in the amount of
$20,000,000 (the "Cash Contribution") (the items described in items (i) through
(iv), the "Contributed Property") and the Holding Company shall, and shall
cause TeleCorp to, as appropriate, execute the License Extension Amendment, the
Airadigm Assignment and the Indus Assignment and the Holding Company shall
issue to AT&T (or its Affiliates) the Shares. It is expressly understood by the
parties that the failure of the Contribution to occur at the Effective Time
shall not prevent the Mergers from occurring. As used herein, the term
"Airadigm Assignment" shall mean the assignment by AT&T (or one of its
Affiliates) of all its rights, title and interest in, to and under a certain
Letter of Intent attached hereto as Exhibit D-2 (the "Airadigm Letter Of
Intent") which contemplates the entering into of an asset purchase agreement
(the "Airadigm Purchase Agreement") between Airadigm Communications, Inc., a
Wisconsin corporation ("Airadigm"), and a buyer designated by AT&T (the
"Airadigm Buyer"), as part of, and subject to the approval of, a Plan of
Reorganization filed January 24, 2000 in connection with the bankruptcy
proceedings entitled In Re Airadigm Communications, Inc., No. 99-33500, Bktcy.
W.D. Wisc., a copy of which is attached as Exhibit F (the "Plan of
Reorganization"). In the event the Airadigm Purchase Agreement is entered into,
the term "Airadigm Assignment" shall mean the assignment by AT&T of all its
right, title and interest in, to and under the Airadigm Purchase Agreement. As
used herein, the term "Indus Assignment" shall mean the assignment by

                                      A-9
<PAGE>

AT&T (or its Affiliates) to the Holding Company or TeleCorp (or one of their
respective Affiliates) of all its right, title and interest in, to and under
that certain Agreement and Plan of Merger in the form of Exhibit G-1 dated as
of February 27, 2000, between Indus, Inc. Milwaukee PCS LLC, a Delaware limited
liability company (the "Indus Buyer") and certain other parties (the "Indus
Merger Agreement"), in the form of Exhibit G-2.

   (b) The failure to occur of any or all of the transactions contemplated by
the Airadigm Assignment shall not prevent the Contribution from occurring at
the Effective Time with respect to the other aspects of the Contribution with
respect to which the conditions specified in Section 7.4 shall have been
satisfied.

   (c) Notwithstanding anything to the contrary in this Agreement, prior to the
Effective Time, TeleCorp and AT&T will execute and deliver the Indus Assignment
and one or more amendments to the Network Membership License Agreement between
AT&T Corp. and TeleCorp dated as of July 17, 1998, the Intercarrier Roamer
Service Agreement between AT&T and TeleCorp dated as of July 17, 1998 and the
Roaming Administration Agreement between AT&T and TeleCorp dated as of July 17,
1998 extending the rights of TeleCorp under such agreements to the Indus
territory in form and substance acceptable to AT&T and TeleCorp (the "Indus
Amendments"), as soon as the conditions to the consummation of the transaction
contemplated by the Indus Merger Agreement shall be satisfied if such
conditions shall be satisfied prior to the Effective Time (an "Early Indus
Closing"). In the event of an Early Indus Closing, TeleCorp will not be
required to pay AT&T any consideration at the time of the Early Indus Closing.
In the event the Early Indus Closing occurs and the Contribution is
consummated, the Early Indus Closing shall be deemed part of the Contribution.
In the event the Early Indus Closing occurs, TeleCorp or one of its Affiliates
will assume all of the obligations of AT&T (or its Affiliates) pursuant to that
certain Organizational Agreement effective as of February 27, 2000, among
Kailas Rao, Indus, Inc., AT&T Wireless Services, Inc., the Indus Buyer and AT&T
Milwaukee JV, Inc. (the "Indus Organization Agreement") (such costs being
referred to herein as the "Indus Transaction Costs"). If the Early Indus
Closing occurs and this Agreement is (or the provisions of this Agreement
relating to the Contribution are) terminated without the Contribution
occurring, then at the option of AT&T: either (i) TeleCorp will re-assign and
transfer to AT&T (or its Affiliates or designees) all assets and rights which
were assigned and transferred to TeleCorp by AT&T in connection with the Early
Indus Closing (and AT&T will reimburse TeleCorp for all out-of-pocket costs
incurred by TeleCorp in connection with (x) the Indus Transaction Costs or (y)
any improvements to or maintenance of such assets to the extent that AT&T
determines reasonably and in good faith that, in the case of clause (x), such
costs were either reasonably incurred or were costs that are of the nature of
costs that AT&T (or its Affiliates) would incur under similar circumstances or,
in the case of clause (y), to the extent such costs improved the value of the
Indus assets or were costs that AT&T (or its Affiliates or successor in title)
would have to incur in any event; or (ii) TeleCorp will pay AT&T an amount in
TeleCorp Class A Voting Stock valued at the average of the closing bid prices
for the TeleCorp Class A Voting Stock for the ten trading days immediately
preceding the date of the Early Indus Closing equal to (1) $175 times the
number of Indus POPS (where "POPS" means Paul Kagan Associates, Inc. estimate
of the 1998 population of a geographic area), less (2) the amount of the
purchase price that was paid plus the amount of the Indus debt assumed pursuant
to the Indus Merger Agreement or (without duplication) the Indus Organization
Agreement. In the event of an Early Indus Closing, if this Agreement is (or the
provisions of this Agreement relating to the Contribution are) terminated
without the Contribution occurring, AT&T and TeleCorp will take all action
necessary so that the Indus Amendments shall be terminated and all the rights
thereunder shall revert to AT&T (or its Affiliate).

   (d) (i) In the event that AT&T is unable to deliver, or cause the delivery
of, the Indus Assets, then AT&T may in lieu thereof deliver or cause to be
delivered to the Holding Company executed assignments in form and substance
reasonably satisfactory to the Holding Company for 20 MHz of PCS licenses
(chosen at AT&T's option) for at least an equivalent number of POPs in the
Kansas City or Indianapolis BTAs and their surrounding BTAs or in such other
BTA's as the parties agree in good faith are reasonably equivalent to the
aforementioned regions (the "Replacement Assets"), provided that if AT&T
chooses to provide Replacement Assets, the Holding Company will deliver to AT&T
(or its Affiliates) an amount of the Class A Voting Stock (valued based on the
average of the closing prices of such stock for the ten trading days
immediately preceding

                                      A-10
<PAGE>

delivery of such Class A Voting Stock by the Holding Company) equal to the
amount of the purchase price that was required to be paid (plus the amount of
the Indus debt to be assumed) pursuant to the Indus Merger Agreement and the
transactions contemplated thereby, and, if the number of POPs included in the
Replacement Assets chosen exceeds the number of Indus POPs, the Holding Company
will deliver to AT&T (or its Affiliates) an additional amount of Class A Voting
Stock, valued as described above, equal to $175 times the number of such excess
POPs (in which case the defined term "Shares" shall include such additional
shares of Class A Voting Stock).

     (ii) In the event that AT&T is unable to deliver, or cause the delivery
  of, the Indus Assets and AT&T does not elect to deliver or cause to be
  delivered to the Holding Company Replacement Assets, AT&T shall provide
  prompt notice thereof to TeleCorp (or, after the Effective Time, the
  Holding Company) and TeleCorp (or the Holding Company) may, by notice given
  within five business days after receipt of such notice from AT&T, elect to
  terminate the Contribution.

   1.15 Closing. Unless this Agreement shall have been terminated and the
transactions contemplated by this Agreement abandoned pursuant to the
provisions of Article VIII, and subject to the provisions of Article VII, the
closing of the Mergers (the "Closing") shall take place at 10:00 a.m. (eastern
standard time) on a date (the "Closing Date") to be mutually agreed upon by the
parties, which date shall be not later than the fifth business day after all
the conditions set forth in Article VII (excluding conditions that, by their
nature, cannot be satisfied until or on the Closing Date) shall have been
satisfied (or waived in accordance with Article VII, to the extent the same may
be waived), unless another time and/or date is agreed to in writing by the
parties. The Closing shall take place at the offices of Cadwalader, Wickersham
& Taft, 100 Maiden Lane, New York, NY, unless another place is agreed to by the
parties.

   1.16 Lost, Stolen or Destroyed Certificates. In the event any Certificates
evidencing shares of TeleCorp Capital Stock or Tritel Capital Stock, as the
case may be, shall have been lost, stolen or destroyed, the Exchange Agent
shall issue in exchange for such lost, stolen or destroyed certificates, upon
the making of an affidavit of that fact by the holder thereof in form and
substance reasonably acceptable to the Holding Company, such shares of the
Holding Company Capital Stock to which the holder of such Certificate would
otherwise be entitled to pursuant to the provisions of Section 1.6 and cash for
fractional shares, if any, as may be required pursuant to Section 1.11;
provided, however, that the Holding Company may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificates to deliver a bond in such sum as it may
reasonably direct as indemnity against any claim that may be made against the
Holding Company or the Exchange Agent with respect to the Certificates alleged
to have been lost, stolen or destroyed.

   1.17 Tax Consequences. For Federal income tax purposes, the parties intend
that the Mergers and the Contribution, taken together, will qualify as a tax-
free transaction within the meaning of Section 351 of the Code and that each of
the Mergers be treated as a tax-free reorganization under Section 368(a) of the
Code. Except to the extent otherwise required pursuant to a "determination"
within the meaning of Code Section 1313(a), the parties shall not take a
position on any Tax Return (as defined below) inconsistent with this Section
1.17.

                                   ARTICLE II

                STRUCTURE OF HOLDING COMPANY AND RELATED MATTERS

   2.1 Organization of the Holding Company.

   (a) The Holding Company shall be organized as a corporation under the laws
of the State of Delaware and at all times prior to the Effective Time be 50%
owned by TeleCorp and 50% owned by Tritel. Upon the Effective Time, the Holding
Company shall change its name to "TeleCorp PCS, Inc." The Certificate of
Incorporation and By-laws of the Holding Company in effect immediately prior to
the Effective Time shall be

                                      A-11
<PAGE>

in the form of Exhibit H and Exhibit I attached hereto. TeleCorp and Tritel
shall effect all steps to organize the Holding Company as soon as practicable
after the date of this Agreement. Prior to the Effective Time, the Board of
Directors of the Holding Company shall adopt resolutions either designating the
Holding Company Preferred Stock and appropriate certificates of designation
shall be filed with the Secretary of State of the State of Delaware or amending
and restating the Holding Company Certificate of Incorporation and an
appropriate Amended and Restated Certificate of Incorporation of the Holding
Company shall be filed with the Secretary of State of the State of Delaware.

   (b) At the Effective Time, each share of the Holding Company Common Stock
held by either TeleCorp or Tritel shall be canceled and all consideration paid
therefor shall be returned. Prior to the Effective Time, the Holding Company
shall not (i) conduct any business operations whatsoever or (ii) enter into any
contract or agreement of any kind, acquire any assets, or incur any liability,
except in connection with the organization of the Merger Subs, as may be
specifically contemplated by this Agreement, or as the parties may otherwise
agree in writing. In the event this Agreement is terminated prior to the
Effective Time, the Holding Company shall be promptly dissolved.

   (c) Prior to the Effective Time, TeleCorp and Tritel will (i) cause the
Holding Company, First Merger Sub and Second Merger Sub to execute and deliver
a joinder to this Agreement pursuant to Section 251 of the DGCL, (ii) execute a
formal written consent under Section 228 of the DGCL as both of the
stockholders of the Holding Company, approving the execution, delivery and
performance of this Agreement by the Holding Company and (iii) cause the
Holding Company to execute a formal written consent under Section 228 of the
DGCL as the sole stockholder of First Merger Sub and Second Merger Sub,
approving the execution, delivery and performance of this Agreement by First
Merger Sub and Second Merger Sub.

   2.2 Board of Directors of the Holding Company. The initial Board of
Directors of the Holding Company shall be as set forth on Schedule A, and such
Board of Directors shall take all actions necessary to cause the Board of
Directors of the Holding Company, as of the Effective Time, to consist of the
persons identified on Schedule A hereto, classified into three classes and with
terms expiring as set forth on such Schedule A.

   2.3 Officers of the Holding Company. As of the Effective Time, the Board of
Directors of the Holding Company shall take all actions necessary to elect as
officers of the Holding Company the individuals set forth on Schedule A hereto.

   2.4 Indemnification and Insurance.

   (a) From and after the Effective Time, the Holding Company will, or will
cause TeleCorp II and Tritel II to, fulfill and honor in all respects the
obligations of TeleCorp and Tritel pursuant to their respective Certificates of
Incorporation and By-laws and any indemnification agreements between TeleCorp,
Tritel and each of their respective directors and officers existing prior to
the Effective Time. The Certificate of Incorporation and By-laws of each of
TeleCorp II and Tritel II will contain the provisions with respect to
indemnification set forth in the Certificate of Incorporation and By-laws of
TeleCorp and Tritel, respectively, prior to the Effective Time, which
provisions shall not be amended, repealed or otherwise modified for a period of
six (6) years from the Effective Time in any manner that would adversely affect
the rights thereunder of individuals who, at any time prior to the Effective
Time, were directors, officers, employees or agents of TeleCorp or Tritel,
unless such modification is required by applicable law.

   (b) From and after the Effective Time, the Holding Company will, and will
cause TeleCorp II and Tritel II, to the fullest extent permitted under
applicable law, to indemnify and hold harmless, each present and former
director and/or officer of TeleCorp and Tritel (collectively, the "Indemnified
Parties") against any costs or expenses (including, without limitation,
attorneys' fees), judgments, fines, losses, claims, damages, liabilities and
amounts paid in settlement in connection with any claim, action, suit,
proceeding or investigation, whether civil, criminal, administrative or
investigative, to the extent arising out of or pertaining to any action or

                                      A-12
<PAGE>

omission in his capacity as a director or officer of TeleCorp or Tritel,
respectively, for a period of six (6) years after the date hereof. Without
limiting any of the foregoing, in the event of any such claim, action, suit,
proceeding or investigation (whether arising before or after the Effective
Time), (i) any counsel retained by the Indemnified Parties for any period after
the Effective Time must be reasonably satisfactory to the Holding Company, (ii)
after the Effective Time, the Holding Company will pay, and will cause TeleCorp
II or Tritel II, as the case may be, to pay, the reasonable fees and expenses
of such counsel, promptly after statements therefor are received and (iii) the
Holding Company will, and will cause TeleCorp II or Tritel II, as the case may
be, to cooperate in the defense of any such matter; provided, however, that
neither the Holding Company, TeleCorp II or Tritel II, as the case may be,
shall be liable for any settlement effected without its written consent (which
consent will not be unreasonably withheld or delayed); and provided, further,
that, in the event that any claim or claims for indemnification are asserted or
made within such six-year period, all rights to indemnification in respect of
any such claim or claims will continue until the disposition of any and all
such claims and provided, further, that nothing in this Section 2.4 shall
impair any rights or obligations of any present or former employees, agents,
directors or officers of TeleCorp or Tritel. The Indemnified Parties as a group
may retain only one law firm (in addition to local counsel) to represent them
with respect to any single action unless there is, under applicable standards
of professional conduct, a conflict on any significant issue between the
positions of any two or more Indemnified Parties. In the event that the Holding
Company, TeleCorp II, Tritel II or any of their respective successors or
assigns (i) consolidates with or merges into any other Person and shall not be
the continuing or surviving corporation or entity of such consolidation or
merger, or (ii) transfers or conveys all or substantially all of its properties
and assets to any person, then, and in each such case, to the extent necessary
to effectuate the purposes of this Section 2.4, proper provision shall be made
so that the successors and assigns of TeleCorp II and Tritel II assume the
obligations set forth in this Section 2.4 and none of the actions described in
clause (i) or (ii) shall be taken until such provision is made.

   (c) For a period of six (6) years after the Effective Time, the Holding
Company will, or will cause TeleCorp II and Tritel II to, maintain in effect,
if available, directors' and officers' liability insurance covering those
persons who are currently covered by TeleCorp's and Tritel's directors' and
officers' liability insurance policies on terms at least comparable to those in
effect on the date hereof; provided, that in no event shall the Holding Company
be required to, or be required to cause TeleCorp II or Tritel II to, maintain
directors' and officers' liability insurance with comparable coverage if the
annual premium of such insurance is more than one hundred and twenty-five
percent (125%) of the cost of the most recent annual premium paid by TeleCorp
or Tritel, as applicable, but in such case, the Holding Company shall, and
shall cause, as much coverage as possible for such amount to be purchased.

   (d) This Section 2.4 will survive the consummation of the Mergers, is
intended to benefit the Indemnified Parties, and shall be binding on all
successors and assigns of TeleCorp II, Tritel II and the Holding Company.

   2.5 Headquarters Of The Holding Company. The headquarters of the Holding
Company shall be located in Arlington, Virginia. Following the Effective Time,
the principal corporate offices of TeleCorp II shall be located in Arlington,
Virginia, and the principal corporate offices of Tritel II shall be located in
Jackson, Mississippi.

   2.6 Merger Subs Organization. The Holding Company shall organize the First
Merger Sub and the Second Merger Sub under the laws of the State of Delaware.
Prior to the Effective Time, the outstanding capital stock of the First Merger
Sub and the Second Merger Sub shall each consist of 1,000 shares of common
stock, par value $0.01 per share, all of which shall be owned by the Holding
Company. Prior to the Effective Time, the Merger Subs shall not (i) conduct any
business operations whatsoever or (ii) enter into any contract or agreement of
any kind, acquire any assets or incur any liability, except as may be
specifically contemplated by this Agreement. If this Agreement is terminated
prior to the Effective Time, the Merger Subs shall be promptly dissolved.


                                      A-13
<PAGE>

                                  ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF TELECORP

   Except as set forth in the TeleCorp SEC Reports (as defined in Section 3.9)
or the TeleCorp Disclosure Schedule previously delivered to Tritel (the
"Telecorp Disclosure Schedule"), TeleCorp, on behalf of itself and its
Subsidiaries (as defined in Section 10.4), represents and warrants to Tritel
and AT&T that the statements contained in this Article III are true, complete
and correct. The TeleCorp Disclosure Schedule shall be arranged in paragraphs
corresponding to the numbered and lettered paragraphs contained in this Article
III, and the disclosure in any paragraph shall qualify only the corresponding
paragraph of this Article III, unless the disclosure contained in such
paragraph contains such information so as to enable a reasonable person to
determine that such disclosure qualifies or otherwise applies to other
paragraphs of this Article III. As used in this Agreement, a "Telecorp Material
Adverse Effect" means any change, event or effect that is materially adverse to
the business, assets (including intangible assets), financial condition or
results of operations of TeleCorp and its Subsidiaries, taken as a whole,
excluding any adverse change in, or effect on, the financial condition or
revenues of TeleCorp to the extent attributable to (i) general economic
conditions in the United States and (ii) conditions affecting the wireless
communications industry generally.

   3.1 Organization and Qualification; Subsidiaries.

   (a) TeleCorp is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware and has all the requisite
corporate power and authority necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted. TeleCorp
is duly qualified or licensed as a foreign corporation to do business, and is
in good standing, in each jurisdiction where the character of the properties
owned, leased or operated by it or the nature of its activities makes such
qualification or licensing necessary, except where the failure to be so
qualified would not, individually or in the aggregate, reasonably be expected
to have a TeleCorp Material Adverse Effect.

   (b) All of the shares of capital stock of each Subsidiary (as defined in
Section 10.4 below) of TeleCorp are owned by TeleCorp or by a Subsidiary of
TeleCorp (other than director's qualifying shares in the case of foreign
Subsidiaries), and are validly issued, fully paid and non-assessable, and there
are no outstanding subscriptions, options, calls, contracts, voting trusts,
proxies or other commitments, understandings, restrictions, arrangements,
rights or warrants with respect any such Subsidiaries capital stock.

   (c) Each Subsidiary of TeleCorp is a legal entity, duly incorporated or
organized, validly existing and in good standing under the laws of its
respective jurisdiction of incorporation or organization and has all the
requisite power and authority necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted. Each
Subsidiary of TeleCorp is duly qualified or licensed as a foreign corporation
to do business, and is in good standing, in each jurisdiction where the
character of the properties owned, leased or operated by it or the nature of
its activities makes such qualification or licensing necessary, except where
the failure to be so qualified would not, individually or in the aggregate,
reasonably be expected to have a TeleCorp Material Adverse Effect.

   3.2 Certificate Of Incorporation; By-laws. TeleCorp has heretofore made
available to Tritel a true, complete and correct copy of its and each of its
Subsidiaries' respective Certificate of Incorporation and By-laws (or other
equivalent organizational documents), each as amended or restated to date. Each
such Certificate of Incorporation and By-laws (or other equivalent
organizational documents) of TeleCorp and each of its Subsidiaries are in full
force and effect. Neither TeleCorp nor any of its Subsidiaries is in violation
of any of the provisions of its Certificate of Incorporation or By-laws or
other equivalent organizational documents.

   3.3 Capitalization.

   (a) The authorized capital of TeleCorp consists of: (i) 918,339,090 shares
of TeleCorp Common Stock, consisting of: (A) 608,550,000 shares of TeleCorp
Class A Voting Common Stock, (B) 308,550,000 shares of

                                      A-14
<PAGE>

TeleCorp Class B Non-Voting Common Stock, (C) 309,000 shares of TeleCorp Class
C Common Stock, (D) 927,000 shares of TeleCorp Class D Common Stock, and (E)
3,090 shares of TeleCorp Voting Preference Common Stock; (ii) 17,045,000 shares
of TeleCorp Preferred Stock, consisting of: (A) 100,000 shares of TeleCorp
Series A Preferred Stock, (B) 200,000 shares of TeleCorp Series B Preferred
Stock, (C) 215,000 shares of TeleCorp Series C Preferred Stock, (D) 50,000
shares of TeleCorp Series D Preferred Stock, (E) 30,000 shares of TeleCorp
Series E Preferred Stock, (F) 15,450,000 shares of TeleCorp Series F Preferred
Stock, and (G) 1,000,000 undesignated shares;

   (b) As of February 25, 2000: (i) 86,067,221 shares of TeleCorp Common Stock
were issued and outstanding, which consisted of: (A) 86,928,889 shares of
TeleCorp Class A Voting Common Stock, (B) 283,813 shares of TeleCorp Class C
Common Stock, (C) 851,429 shares of TeleCorp Class D Common Stock, and (D)
3,090 shares of TeleCorp Voting Preference Common Stock; (ii) 15,295,317 shares
of TeleCorp Preferred Stock were issued and outstanding, which consisted of:
(A) 97,473 shares of TeleCorp Series A Preferred Stock, (B) 210,608 shares of
TeleCorp Series C Preferred Stock, (C) 49,417 shares of TeleCorp Series D
Preferred Stock, (D) 25,041 shares of TeleCorp Series E Preferred Stock, and
(E) 14,912,778 shares of TeleCorp Series F Preferred Stock; (iii) no shares of
TeleCorp Common Stock were held in treasury of TeleCorp or any of its
Subsidiaries; (iv) no shares of TeleCorp Capital Stock were held by any
Subsidiary of TeleCorp; (v) 503,022 shares of TeleCorp Class A Voting Stock and
1,111.11 shares of TeleCorp Series E Preferred Stock reserved for issuance
pursuant to the TeleCorp Restricted Stock Plan and (vi) there were outstanding
employee and non-employee options in the amount set forth on Schedule 3.3(b)
(the "Telecorp Options"), with the exercise price, vesting schedule and name of
each holder of such options and the amount of options held by each such holder
specified on Schedule 3.3(b). None of the outstanding shares of TeleCorp Common
Stock are subject to, nor were they issued in violation of, any purchase
option, call option, right of first refusal, preemptive right, subscription
right or any similar right.

   (c) Except as set forth above, no shares of voting or non-voting capital
stock, other equity interests, or other voting securities of TeleCorp were or
are issued, reserved for issuance or outstanding. All outstanding shares of
TeleCorp Capital Stock are, and all shares which may be issued upon the
exercise of TeleCorp Options will be, when issued, duly authorized, validly
issued, fully paid and non-assessable and not subject to any kind of preemptive
(or similar) rights. There are no bonds, debentures, notes or other
indebtedness of TeleCorp with voting rights (or convertible into, or
exchangeable for, securities with voting rights) on any matters on which
stockholders of TeleCorp may vote.

   (d) All of the outstanding shares of capital stock or other security or
equity interests of each of TeleCorp's Subsidiaries have been duly authorized,
validly issued, fully paid and non-assessable, are not subject to, and were not
issued in violation of, any preemptive (or similar) rights, and are owned, of
record and beneficially, by TeleCorp or one of its direct or indirect
Subsidiaries, free and clear of all Liens (as defined in Section 10.4)
whatsoever. There are no restrictions of any kind which prevent the payment of
dividends, where applicable, by any of TeleCorp's Subsidiaries, and neither
TeleCorp nor any of its Subsidiaries is subject to any obligation or
requirement to provide funds for or to make any investment (in the form of a
loan or capital contribution) to or in any Person (as defined in Section 10.4).

   (e) Section 3.3(e) of the TeleCorp Disclosure Schedule sets forth a true,
complete and correct list of all securities, options, warrants, calls, rights,
commitments, agreements, arrangements or undertakings of any kind (contingent
or otherwise) to which TeleCorp or any of its Subsidiaries is a party or by
which any of them is bound obligating TeleCorp or any of its Subsidiaries to
issue, deliver or sell, or cause to be issued, delivered or sold, additional
shares of capital stock or other voting securities of TeleCorp or of any of its
Subsidiaries or obligating TeleCorp or any of its Subsidiaries to issue, grant,
extend or enter into any such security, option, warrant, call, right,
commitment, agreement, arrangement or undertaking (other than the TeleCorp
Options) and specifying the material terms of each such security, option,
warrant, call, right, commitment, agreement, arrangement or undertaking
including the applicable exercise price or purchase price and the name of the
person or entity to whom each such security, option, warrant, call, right,
commitment, agreement, arrangement or undertaking was issued. There are no
outstanding contractual obligations of TeleCorp or any of its

                                      A-15
<PAGE>

Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital
stock (or options to acquire any such shares) or other security or equity
interest of TeleCorp or its Subsidiaries. There are not outstanding any stock-
appreciation rights, security-based performance units, "phantom" stock or other
security rights or other agreements, arrangements or commitments of any
character (contingent or otherwise) pursuant to which any Person is or may be
entitled to receive any payment or other value based on the revenues, earnings
or financial performance, stock price performance or other attribute of
TeleCorp or any of its Subsidiaries or assets or calculated in accordance
therewith (other than ordinary course payments or commissions to sales
representatives of TeleCorp based upon revenues generated by them without
augmentation as a result of the transactions contemplated hereby) or to cause
TeleCorp or any of its Subsidiaries to file a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), or which otherwise
relate to the registration of any securities of TeleCorp or its Subsidiaries.

   (f) Except as set forth in the TeleCorp SEC Reports or as contemplated by
the Stockholders Agreement, there are no voting trusts, proxies or other
agreements, commitments or understandings of any character to which TeleCorp or
any of its Subsidiaries or, to the knowledge of TeleCorp, any of the
stockholders of TeleCorp, is a party or by which any of them is bound with
respect to the issuance, holding, acquisition, voting or disposition of any
shares of capital stock or other security or equity interest of TeleCorp or any
of its Subsidiaries.

   3.4 Authority; Enforceability. TeleCorp has all necessary corporate power
and authority to execute and deliver this Agreement, the Tritel Voting
Agreement, the Stockholders Agreement, the Investors Stockholder Agreement and
each other agreement or instrument required to be executed and delivered by it
at the Closing (each, including the TeleCorp Voting Agreement, the License
Extension Amendment, the Indus Amendments, the Airadigm Assignment and the
Indus Assignment, a "Related Agreement"), and to perform its obligations
hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby. The execution and delivery by TeleCorp of this Agreement and each
Related Agreement to which it is a party, the performance of its obligations
hereunder and thereunder, and the consummation by TeleCorp of the transactions
contemplated hereby and thereby, have been duly and validly authorized by all
corporate action and no other corporate proceedings on the part of TeleCorp are
necessary to authorize this Agreement or any Related Agreement to which it is a
party or to consummate the transactions so contemplated, other than the
approval and authorization of this Agreement and the First Merger by votes of
the holders of a majority of the outstanding shares of TeleCorp Capital Stock
entitled to vote thereon in accordance with the DGCL, TeleCorp's Certificate of
Incorporation and By-laws, and the Special Vote (as defined below). Each of
this Agreement and the Related Agreements to which TeleCorp is a party has been
duly and validly executed and delivered by TeleCorp and, assuming the due
authorization, execution and delivery thereof by all other parties to each such
agreement, constitutes a legal, valid and binding obligation of TeleCorp in
accordance with its terms.

   3.5 Required Vote. The Board of Directors of TeleCorp has, at a meeting duly
called and held, (i) approved and declared advisable this Agreement and
approved each Related Agreement to which it is a party, (ii) determined that
the transactions contemplated hereby and thereby are advisable, fair to and in
the best interests of the holders of TeleCorp Capital Stock, (iii) resolved to
recommend adoption of this Agreement, the First Merger and the other
transactions contemplated hereby and thereby to the stockholders of TeleCorp
and (iv) directed that this Agreement be submitted to the stockholders of
TeleCorp for their approval and authorization. The affirmative vote of a
majority of the voting power of all outstanding shares of TeleCorp Class A
Voting Common Stock and TeleCorp Voting Preference Common Stock voting together
as one class, are the only votes of the holders of any class or series of
capital stock of TeleCorp necessary to approve and authorize this Agreement,
the First Merger, the Related Agreements (to the extent TeleCorp is a party
thereto) and the other transactions contemplated hereby and thereby in their
capacity as stockholders of TeleCorp.

   3.6 No Conflict; Required Filings and Consents.

   (a) The execution and delivery by TeleCorp of this Agreement and the Related
Agreements to which it is a party do not, and the performance of this Agreement
and the Related Agreements to which it is a party will

                                      A-16
<PAGE>

not, (i) conflict with or violate the Certificate of Incorporation or By-laws
or other equivalent organizational documents of TeleCorp or any of its
Subsidiaries, (ii) conflict with or violate any Law, Regulation or Order (as
defined in Section 10.4) in each case applicable to TeleCorp or any of its
Subsidiaries or by which any of their respective properties is bound or
affected, or (iii) result in any breach or violation of or constitute a default
(or an event that with notice or lapse of time or both would become a default)
under, or impair TeleCorp's or any of its Subsidiaries' rights or alter the
rights or obligations of any third party under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a Lien on any of the properties or assets of TeleCorp or any of its
Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which TeleCorp or any of its Subsidiaries is a party or by which TeleCorp or
any of its Subsidiaries or its or any of their respective properties is bound
or affected, except in the case of clauses (ii) or (iii) above, for any such
conflicts, breaches, violations, defaults or other occurrences that would not
(x) individually or in the aggregate, reasonably be expected to have a TeleCorp
Material Adverse Effect, or (y) prevent or materially impair or delay the
consummation of the transactions contemplated by this Agreement and the Related
Agreements or (z) for purposes of this representation being made to AT&T,
individually, or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the value of the Shares.

   (b) The execution and delivery by TeleCorp of this Agreement and the Related
Agreements to which it is a party do not, and the performance of this Agreement
and the Related Agreements, will not, require TeleCorp or any of its
Subsidiaries to obtain any approval of any Person or approval of, observe any
waiting period imposed by, or make any filing with or notification to, any
Governmental Authority (as defined in Section 10.4), domestic or foreign,
except for (i) compliance with applicable requirements of the Securities Act,
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state
securities laws ("Blue Sky Laws"), the pre-merger notification requirements of
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), or any Foreign Competition Laws (as defined in Section 10.4), the
Communications Act of 1934, as amended (the "Communications Act") and the
regulations of the Federal Communications Commission (the "FCC"), state public
utility, telecommunications or public service laws, (ii) the filing of the
Certificates of Merger in accordance with the DGCL and/or (iii) where the
failure to obtain such approvals, or to make such filings or notifications,
would not, individually or in the aggregate, reasonably be expected to have a
TeleCorp Material Adverse Effect or prevent or materially delay the
consummation of the transactions contemplated by this Agreement.

   3.7 Material Agreements. Neither TeleCorp nor any of its Subsidiaries has
breached, or received in writing any claim or threat that it has breached, any
of the terms or conditions of any agreement, contract or commitment that is of
a type which is required to be included as an exhibit to the annual reports on
Form 10-K required to be filed by TeleCorp pursuant to Item 601 of Regulation
S-K promulgated by the Securities and Exchange Commission ("SEC")
(collectively, the "Telecorp Material Contracts") in such a manner as would
permit any other party to cancel or terminate the same or would permit any
other party to collect material damages from TeleCorp or any of its
Subsidiaries under any TeleCorp Material Contract. Each TeleCorp Material
Agreement is in full force and effect, is a valid and binding obligation of
TeleCorp or such Subsidiary and, to the knowledge of TeleCorp, of each other
party thereto, and is enforceable against TeleCorp or such Subsidiary in
accordance with its terms, and, to the knowledge of TeleCorp, enforceable
against each other party thereto, in each case except that the enforcement
thereof may be limited by (i) the effects of bankruptcy, insolvency,
reorganization, moratorium or other similar law now or hereafter in effect
relating to creditors' rights generally and (ii) general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity
or at law), and such TeleCorp Material Agreements will continue to be valid,
binding and enforceable in accordance with their respective terms and in full
force and effect immediately following the consummation of the transactions
contemplated hereby with no material alteration or acceleration or increase in
fees or liabilities. Neither TeleCorp nor any of its Subsidiaries is or is
alleged to be and, to the knowledge of TeleCorp, no other party is or is
alleged to be in default under, or in breach or violation of, any TeleCorp
Material Agreement, and, to the knowledge of TeleCorp, no event has occurred
which (whether with or without notice or lapse of time or both) would
constitute such a default, breach or violation. To the knowledge of

                                      A-17
<PAGE>

TeleCorp, no party to a TeleCorp Material Contract has terminated or in any way
expressed an intent to materially reduce or terminate the amount of business
with TeleCorp and its Subsidiaries in the future.

   3.8 Compliance. Each of TeleCorp and its Subsidiaries is in compliance in
all respects with, and is not in default or violation of, (i) its Certificate
of Incorporation and By-laws or other equivalent organizational documents, (ii)
any Law or Order or by which any of their respective assets or properties are
bound or affected or (iii) any note, bond, mortgage, indenture, contract,
permit, franchise or other instruments or obligations to which any of them are
a party or by which any of them or any of their respective assets or properties
are bound or affected, except, in the case of clauses (ii) and (iii), for any
such failures of compliance, defaults and violations which would not,
individually or in the aggregate, reasonably be expected to have a TeleCorp
Material Adverse Effect.

   3.9 SEC Filings; Financial Statements.

   (a) TeleCorp has timely filed all forms, reports, schedules, statements and
documents required to be filed by it with the SEC since October 13, 1999
(collectively, with the Registration Statement on Form S-1 dated October 20,
1999, as amended (the "TeleCorp S-1"), the "TeleCorp SEC Reports") pursuant to
the Federal securities Laws and the SEC regulations promulgated thereunder. The
TeleCorp SEC Reports were prepared in accordance, and complied as of their
respective filing dates in all material respects, with the requirements of the
Exchange Act and the Securities Act and the rules and regulations promulgated
thereunder and did not at the time they were filed (or if amended or superseded
by a filing prior to the date hereof, then on the date of such filing) contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. None of TeleCorp's Subsidiaries has filed, or is obligated to file,
any forms, reports, schedules, statements or other documents with the SEC.

   (b) Each of the audited and unaudited consolidated financial statements
(including, in each case, any related notes and schedules thereto) contained in
the TeleCorp SEC Reports (i) complied in all material respects with applicable
accounting requirements and the published regulations of the SEC with respect
thereto, (ii) were prepared in accordance with generally accepted accounting
principles ("GAAP") (except, in the case of unaudited statements, to the extent
otherwise permitted by Form 10-Q) applied on a consistent basis throughout the
periods involved (except as may be expressly described in the notes thereto)
and (iii) fairly present in all material respects the consolidated financial
position of TeleCorp and its Subsidiaries as at the respective dates thereof
and the consolidated results of its operations and cash flows for the periods
indicated, subject in the case of interim financial statements to normal year-
end adjustments.

   3.10 Licenses and Authorizations.

   (a) TeleCorp and its Subsidiaries hold all licenses, permits, certificates,
franchises, ordinances, registrations, or other rights, applications and
authorizations required to be filed with or granted or issued by any
Governmental Authority, including, without limitation, the FCC or any state
authority asserting over TeleCorp, its Subsidiaries and their respective
properties and assets, that are required for the conduct of their businesses as
currently being conducted (each, as amended to date, the "TeleCorp
Authorizations"), other than such licenses, permits, certificates, franchises,
ordinances, registrations, or other rights, applications and authorizations the
absence of which would not, individually or in the aggregate, be reasonably
likely to have a TeleCorp Material Adverse Effect or prevent or materially
impair or delay the ability of TeleCorp to consummate the transactions
contemplated hereby. TeleCorp has made available to Tritel a true, complete and
correct list of such TeleCorp Authorizations.

   (b) TeleCorp has previously made available to Tritel and AT&T a true,
complete and correct list of (i) each application of TeleCorp or any of its
Subsidiaries pending before the FCC (the "TeleCorp FCC Applications"); (ii)
each FCC permit and FCC license which is not a TeleCorp Authorization but in
which TeleCorp or any of its Subsidiaries, directly or indirectly, holds an
interest, including as a stakeholder in the

                                      A-18
<PAGE>

in the licensee (collectively, the "Indirect TeleCorp Authorizations"); and
(iii) all licenses, permits, certificates, franchises, ordinances,
registrations, or other rights, applications and authorizations for the benefit
of TeleCorp or any of its Subsidiaries , as applicable, pending before any
state authority (collectively, the "TeleCorp State Authorizations"). The
TeleCorp Authorizations, the TeleCorp FCC Applications, the Indirect TeleCorp
Authorizations and the TeleCorp State Authorizations (collectively, the
"TeleCorp Licenses And Applications") are the only Federal, state or local
licenses, permits, certificates, franchises, ordinances, registrations, or
other rights, applications and authorizations that are required for the conduct
of the business and operations of TeleCorp and its Subsidiaries as currently
conducted, other than such licenses, permits, certificates, franchises,
ordinances, registrations, or other rights, applications and authorizations the
absence of which would not, individually or in the aggregate, be considered
reasonably likely to have a TeleCorp Material Adverse Effect or prevent or
materially delay or impair the ability of TeleCorp to consummate the
transactions contemplated hereby.

   (c) The TeleCorp Authorizations and, to the knowledge of TeleCorp, the
Indirect TeleCorp Authorizations, are in full force and effect and, except as
disclosed on Schedule 3.10(c), have not been pledged or otherwise encumbered,
assigned, suspended or modified in any material respect (except as a result of
FCC rule changes applicable to the PCS industry generally), canceled or
revoked, and TeleCorp and each of its Subsidiaries have each operated in
compliance with all terms thereof or any renewals thereof applicable to them,
other than where the failure to so comply would not, individually or in the
aggregate, be considered reasonably likely to have a TeleCorp Material Adverse
Effect or materially impair the ability of TeleCorp to consummate the
transactions contemplated hereby. To the knowledge of TeleCorp, no event has
occurred with respect to any of the TeleCorp Authorizations which permits, or
after notice or lapse of time or both would permit, revocation or termination
thereof or would result in any other material impairment of the rights of the
holder of any such TeleCorp Authorizations. To the knowledge of TeleCorp, there
is not pending any application, petition, objection or other pleading with the
FCC, any state authority or any similar entity having jurisdiction or authority
over the operations of TeleCorp or any of its Subsidiaries which questions the
validity or contests any TeleCorp Authorization or which could reasonably be
expected, if accepted or granted, to result in the revocation, cancellation,
suspension or any materially adverse modification of any TeleCorp
Authorization.

   (d) Except for the approvals contemplated by Section 3.6, no permit,
consent, approval, authorization, qualification or registration of, or
declaration to or filing with, any Governmental Entity is required to be made
or obtained by TeleCorp or any of its Subsidiaries in connection with the
transfer or deemed transfer of the TeleCorp Licenses and Authorizations as a
result of the consummation of the transactions contemplated hereby and such
transactions will not result in a breach of such approvals, except where the
failure to obtain or make such permit, consent, approval, authorization,
qualification, registration, declaration or filing would not be considered
reasonably likely to have a TeleCorp Material Adverse Effect or prevent or
materially impair or delay the ability of TeleCorp to consummate the
transactions contemplated hereby.

   3.11 No Violation of Law. The business of TeleCorp and its Subsidiaries is
not being conducted in violation of any Laws, except for possible violations
none of which, individually or in the aggregate, would reasonably be expected
to have a TeleCorp Material Adverse Effect. Except as disclosed in TeleCorp SEC
Reports, no investigation, review or proceeding by any Governmental Authority
(including, without limitation, any stock exchange or other self-regulatory
body) with respect to TeleCorp or its Subsidiaries in relation to any alleged
violation of law or regulation is pending or, to TeleCorp's knowledge,
threatened, nor has any Governmental Authority (including, without limitation,
any stock exchange or other self-regulatory body) indicated an intention to
conduct the same, except for such investigations which, if they resulted in
adverse findings, would not reasonably be expected to have, individually or in
the aggregate, a TeleCorp Material Adverse Effect. Except as set forth in the
TeleCorp SEC Reports, neither TeleCorp nor any of its Subsidiaries is subject
to any cease and desist or other order, judgment, injunction or decree issued
by, or is a party to any written agreement, consent agreement or memorandum of
understanding with, or is a party to any commitment letter or similar
undertaking to, or is subject to any order or directive by, or has adopted any
board resolutions at the request of, any Governmental Authority that materially
restricts the conduct of its business or which

                                      A-19
<PAGE>

would reasonably be expected to have a TeleCorp Material Adverse Effect, nor
has TeleCorp or any of its Subsidiaries been advised that any Governmental
Authority is considering issuing or requesting any of the foregoing. None of
the representations and warranties made in this Section 3.11 are being made
with respect to Environmental Laws.

   3.12 Absence of Certain Changes or Events.

   (a) Since September 30, 1999, TeleCorp and its Subsidiaries have conducted
their businesses only in the ordinary course of business consistent with past
practice (the "Ordinary Course of Business") and, since such date, there has
not been any change, event, development, damage or circumstance affecting
TeleCorp or any of its Subsidiaries which, individually or in the aggregate,
has had, or could reasonably be expected to have, a TeleCorp Material Adverse
Effect.

   (b) Since September 30, 1999, (i) there has not been any material change by
TeleCorp in its accounting methods, principles or practices, any revaluation by
TeleCorp of any of its assets, including writing down the value of inventory or
writing off notes or accounts receivable other than in the Ordinary Course of
Business, and (ii) there has not been (A) any other action or event, and
neither TeleCorp nor any of its Subsidiaries has agreed in writing or otherwise
to take any other action, that would have required the consent of Tritel
pursuant to Section 6.2(a) had such action or event occurred after the date
hereof and prior to the Effective Time, or (B) any condition, event or
occurrence which could reasonably be expected to prevent, hinder or materially
delay the ability of TeleCorp to consummate the transactions contemplated by
this Agreement or the Related Agreements to which it is a party.

   3.13 No Undisclosed Liabilities. TeleCorp and its Subsidiaries do not have
any liabilities or obligations of any nature (whether absolute, accrued, fixed,
contingent or otherwise) which would be required to be reflected in financial
statements prepared in accordance with GAAP, except liabilities or obligations
which (i) are reflected in the TeleCorp SEC Reports, or (ii) have been incurred
in the Ordinary Course of Business since September 30, 1999.

   3.14 Absence of Litigation. There is no Litigation (as defined in Section
10.4) pending or, to the knowledge of TeleCorp, threatened against TeleCorp or
any of its Subsidiaries, or any properties or rights of TeleCorp or any of its
Subsidiaries, before or subject to any Court (as defined in Section 10.4) or
Governmental Authority which, individually or in the aggregate, has had, or
would reasonably be expected to have, a TeleCorp Material Adverse Effect or
would prevent, or materially hinder or delay TeleCorp from consummating the
transactions contemplated by this Agreement.

   3.15 Employee Benefit Plans.

   (a) TeleCorp has made available to Tritel true, complete and correct copies
of all employee benefit plans (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus,
stock or other security option, stock or other security purchase, stock or
other security appreciation rights, incentive, deferred compensation,
retirement or supplemental retirement, severance, golden parachute, vacation,
cafeteria, dependent care, medical care, employee assistance program, education
or tuition assistance programs, plant closing or similar benefit plans, retiree
health or life benefit plans, insurance and other similar fringe or employee
benefit plans, programs or arrangements, and any executive employment or
executive compensation or severance agreements, or a written summary of the
material terms of any of the foregoing agreements if not in writing, which have
ever been sponsored, maintained, contributed to or entered into for the benefit
of, or relating to, any present or former employee, officer, director or
consultant of TeleCorp or any of its Subsidiaries, or any trade or business
(whether or not incorporated) which is a member of a controlled group or which
is under common control with TeleCorp, or any Subsidiary of TeleCorp, within
the meaning of Section 414 of the Code or Section 4001 of ERISA (a "TeleCorp
ERISA Affiliate"), whether or not such plan is terminated (together, the
"TeleCorp Employee Plans"). In addition, TeleCorp has made available to Tritel
with respect to each TeleCorp Employee Plan true, complete and correct copies
of each of the

                                      A-20
<PAGE>

following, if applicable: the most recent summary plan description and any
subsequent summary of material modifications, any related trust, insurance
policy or other funding vehicle or contract providing for benefits, and the
three most recent Form 5500 series Annual Report with all schedules filed with
the IRS. Subject to the requirements of ERISA, there are no restrictions on the
ability of the sponsor of each TeleCorp Employee Plan to amend or terminate any
TeleCorp Employee Plan and each TeleCorp Employee Plan may with the Consent of
TeleCorp (or applicable Subsidiary or TeleCorp ERISA Affiliate) be assumed by
the Holding Company or the First Merger Sub, as the case may be.

   (b) There has been no "prohibited transaction," as such term is defined in
Section 406 of ERISA and Section 4975 of the Code, with respect to any TeleCorp
Employee Plan; there are no claims pending (other than routine claims for
benefits) or threatened against any TeleCorp Employee Plan or against the
assets of any TeleCorp Employee Plan, nor are there any current or threatened
Liens on the assets of any TeleCorp Employee Plan; each TeleCorp Employee Plan
conforms to, and in its operation and administration is in all material
respects in compliance with the terms thereof and the requirements prescribed
by any and all statutes (including ERISA and the Code), orders, or governmental
rules and regulations currently in effect with respect thereto (including,
without limitation, all applicable requirements for notification, reporting and
disclosure to participants or the Department of Labor, the IRS or Secretary of
the Treasury), and TeleCorp, each of its Subsidiaries and TeleCorp ERISA
Affiliates have performed all obligations required to be performed by them
under, are not in default under or violation of, and have no knowledge of any
default or in violation by any other party with respect to, any TeleCorp
Employee Plan; each TeleCorp Employee Plan intended to qualify under Section
401(a) of the Code and each corresponding trust intended to be exempt under
Section 501 of the Code has received or is the subject of a favorable
determination or opinion letter from the IRS (a true and complete copy of which
has been provided by TeleCorp to Tritel) and nothing has occurred which may be
expected to cause the loss of such qualification or exemption; all
contributions (including premiums for any insurance policy under which benefits
for any TeleCorp Employee Plan are provided) required to be made to any
TeleCorp Employee Plan pursuant to Section 412 of the Code, or any contract, or
the terms of the TeleCorp Employee Plan or any collective bargaining agreement,
or otherwise have been made on or before their due dates and a reasonable
amount has been accrued for contributions to each TeleCorp Employee Plan for
its current plan year; the transaction contemplated herein will not directly or
indirectly result in an increase of benefits, acceleration of vesting or
acceleration of timing for payment of any benefit to any participant or
beneficiary under any TeleCorp Employee Plan; each TeleCorp Employee Plan, if
any, which is maintained outside of the United States has been operated in all
material respects in conformance with the applicable statutes or governmental
regulations and rulings relating to such plans in the jurisdictions in which
such TeleCorp Employee Plan is present or operates and, to the extent relevant,
the United States; no TeleCorp Employee Plan is an "employee pension benefit
plan" (within the meaning of Section 3(2) of ERISA) subject to Title IV of
ERISA (a "Defined Benefit Plan"), or a Multiemployer Plan (as such term is
defined in Section 3(37) of ERISA), or a "single-employer plan which has two or
more contributing sponsors at least two of whom are not under common control"
as described in Section 4063 of ERISA, and none of TeleCorp, any of its
Subsidiaries or any TeleCorp ERISA Affiliate has ever maintained or sponsored,
participated in, or made or been obligated to make contributions to such a
Defined Benefit Plan or such a Multiemployer Plan or such a single employer
plan as described in Section 4063 of ERISA.

   (c) Each TeleCorp Employee Plan that is a "group health plan" (within the
meaning of Code Section 5000(b)(1)) has been operated in compliance in all
material respects with all laws applicable to such plan, its terms, and with
the group health plan continuation coverage requirements of Section 4980B of
the Code and Sections 601 through 608 of ERISA ("COBRA Coverage"), Section
4980D of the Code and Sections 701 through 707 of ERISA, Title XXII of the
Public Health Service Act, the provisions of the Social Security Act, and the
provisions of any similar law of any state providing for continuation coverage,
in each case to the extent such requirements are applicable. No TeleCorp
Employee Plan or written or oral agreement exists which obligates TeleCorp, any
of its Subsidiaries or any TeleCorp ERISA Affiliate to provide health care
coverage, medical, surgical, hospitalization, death, life insurance or similar
benefits (whether or not insured) to any current or former employee, officer,
director or consultant of TeleCorp, any of its Subsidiaries or any TeleCorp

                                      A-21
<PAGE>

ERISA Affiliate or to any other person following such current or former
employee's, officer's, director's or consultant's termination of employment
with TeleCorp, any of its Subsidiaries or any TeleCorp ERISA Affiliate, other
than COBRA Coverage.

   (d) The consummation of the transactions contemplated by this Agreement will
not constitute a "prohibited transaction" under ERISA or the Code for which an
exemption is unavailable.

   3.16 Employment and Labor Matters. There are no controversies pending or
threatened, between TeleCorp or any of its Subsidiaries and any of their
respective employees which could reasonably be expected to have a TeleCorp
Material Adverse Effect; neither TeleCorp nor any of its Subsidiaries is a
party to any collective bargaining agreement or other labor union contract
applicable to persons employed by TeleCorp or its Subsidiaries nor to
TeleCorp's knowledge are there any activities or proceedings of any labor union
to organize any such employees of TeleCorp or any of its Subsidiaries. Since
January 1, 1999, there have been no strikes, slowdowns, work stoppages,
lockouts, or threats thereof, by or with respect to any employees of TeleCorp
or any of its Subsidiaries. TeleCorp does not have nor at the Closing will
TeleCorp have any obligation under the Worker Adjustment and Retraining
Notification Act (the "WARN Act") as a result of any acts of TeleCorp taken in
connection with the transactions contemplated hereby. Except as would not
reasonably be expected to result in a TeleCorp Material Adverse Effect, each of
TeleCorp and its Subsidiaries is in compliance with all applicable Federal,
state, local, and foreign employment, wage and hour, labor non-discrimination
and other applicable laws or regulations, except where failure to comply with
such laws would not be reasonably expected to have a TeleCorp Material Adverse
Effect.

   3.17 Registration Statement; Proxy Statement/Prospectus. None of the
information supplied by TeleCorp in writing for inclusion in the registration
statement on Form S-4, or any amendment or supplement thereto, pursuant to
which the shares of the Holding Company Capital Stock to be issued in the
Mergers will be registered with the SEC (including any amendments or
supplements, the "Registration Statement") shall, at the time such document is
filed, at the time amended or supplemented, at the time the Registration
Statement is declared effective by the SEC and at the Effective Time, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. None of the information supplied by TeleCorp for inclusion in the
joint proxy statement/prospectus to be sent to the stockholders of TeleCorp and
Tritel in connection with the respective special meetings of the stockholders
of TeleCorp (the "TeleCorp Stockholders' Meeting"), and Tritel (the "Tritel
Stockholders' Meeting") in connection with the Mergers (such proxy
statement/prospectus, as amended or supplemented, is referred to herein as the
"Joint Proxy Statement") will, on the date the Joint Proxy Statement is first
mailed to the stockholders of TeleCorp and Tritel, at the time of the TeleCorp
Stockholders' Meeting and the Tritel Stockholders' Meeting and at the Effective
Time, contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading. If at any time
prior to the Effective Time any event relating to TeleCorp or any of its
Affiliates (as defined in Section 10.4), officers or directors should be
discovered by TeleCorp which should be set forth in an amendment or supplement
to the Registration Statement or an amendment or supplement to the Joint Proxy
Statement, TeleCorp shall promptly inform the Holding Company, AT&T and Tritel.
The Joint Proxy Statement (other then information relating solely to Tritel)
shall comply in all material respects as to form and substance with the
requirements of the Exchange Act and the rules and regulations promulgated
thereunder. Notwithstanding the foregoing, TeleCorp makes no representation or
warranty with respect to any information supplied by Tritel or AT&T which is
contained in the Registration Statement or Joint Proxy Statement.

   3.18 Absence of Restrictions on Business Activities. There is no TeleCorp
Material Agreement binding upon TeleCorp or any of its Subsidiaries or any of
their respective properties which has had or could reasonably be expected to
have the effect of prohibiting or materially impairing any business practice of
TeleCorp or any of its Subsidiaries or the conduct of business by TeleCorp or
any of its Subsidiaries as currently conducted.

                                      A-22
<PAGE>

   3.19 Title to Assets; Leases. Each of TeleCorp and its Subsidiaries has good
title to all of their owned properties and assets, free and clear of all Liens,
charges and encumbrances, except Liens for Taxes (as defined in Section 3.20)
not yet due and payable and such Liens or other imperfections of title, if any,
as do not materially detract from the value of or interfere with the present
use of the property affected thereby (collectively, the "Permitted
Encumbrances"). All leases pursuant to which TeleCorp or any of its
Subsidiaries lease real or personal property from others are valid and
effective in accordance with their respective terms, and there is not, under
any such lease, any existing material default or event of default (or event
which with notice or lapse of time, or both, would constitute a material
default) and in respect of which TeleCorp or such Subsidiary has not taken
adequate steps to prevent such a default from occurring where such default
would reasonably be expected to have a TeleCorp Material Adverse Effect.

   3.20 Taxes.

   (a) For purposes of this Agreement, "Tax" or "Taxes" shall mean (i) taxes
and governmental impositions of any kind in the nature of (or similar to)
taxes, payable to any Federal, state, local or foreign taxing authority,
including but not limited to those on or measured by or referred to as income,
franchise, profits, gross receipts, capital ad valorem, custom duties,
alternative or add-on minimum taxes, estimated, environmental, disability,
registration, value added, sales, use, service, real or personal property,
capital stock, license, payroll, withholding, employment, social security,
workers' compensation, unemployment compensation, utility, severance,
production, excise, stamp, occupation, premiums, windfall profits, transfer and
gains taxes, and interest, penalties and additions to tax imposed with respect
thereto, (ii) liability for the payment of any amounts of the types described
in clause (i) as a result of being a member of an affiliated, consolidated,
combined or unitary group, and (iii) liability for the payment of any amounts
as a result of being party to any tax sharing agreement or as a result of any
express or implied obligation to indemnify any other person with respect to the
payment of any amounts of the type described in clause (i) or (ii); and "Tax
Returns" shall mean returns, reports and information statements, including any
schedule or attachment thereto, with respect to Taxes required to be filed with
the IRS or any other governmental or taxing authority or agency, domestic or
foreign, including consolidated, combined and unitary tax returns.

   (b) All Federal, state, local and foreign Tax Returns required to be filed
(taking into account extensions) by or on behalf of TeleCorp, each of its
Subsidiaries, and each affiliated, combined, consolidated or unitary group for
tax purposes of which TeleCorp or any of its Subsidiaries is or has been a
member have been timely filed, and all such Tax Returns are true, complete and
correct, except to the extent that any failure to file or any inaccuracies in
filed Tax Returns would not, individually or in the aggregate, reasonably be
expected to have a TeleCorp Material Adverse Effect.

   (c) All Taxes due and payable by or with respect to TeleCorp and each of its
Subsidiaries have been timely paid, or are adequately reserved for (other than
a reserve for deferred Taxes established to reflect timing differences between
book and Tax treatment) in accordance with GAAP on TeleCorp's September 30,
1999 audited balance sheet (the "Most Recent TeleCorp Balance Sheet"), except
to the extent that such amount would not, individually or in the aggregate,
reasonably be expected to have a TeleCorp Material Adverse Effect. No
deficiencies, delinquencies or defaults for any Taxes have been proposed,
asserted or assessed either orally or in writing or become a Lien for taxes
against TeleCorp or any of its Subsidiaries that are not adequately reserved
for in accordance with GAAP on the Most Recent TeleCorp Balance Sheet nor are
there any outstanding Tax audits or inquiries. All assessments for Taxes due
and owing by or with respect to TeleCorp and each of its Subsidiaries with
respect to completed and settled examinations or concluded litigation have been
paid.

   (d) Neither TeleCorp nor any of its Subsidiaries has requested, or been
granted any waiver of any Federal, state, local or foreign statute of
limitations with respect to, or any extension of a period for the assessment
of, any Tax. No extension or waiver of time within which to file any Tax Return
of, or applicable to, TeleCorp or

                                      A-23
<PAGE>

any of its Subsidiaries has been granted or requested which has not since
expired. None of the Federal income Tax Returns of TeleCorp or any of its
Subsidiaries consolidated in such returns either have been examined and settled
with the IRS or have been closed by virtue of the applicable statute of
limitations.

   (e) Other than with respect to its Subsidiaries, TeleCorp is not and has
never been (nor does TeleCorp have any liability for unpaid Taxes because it
once was) a member of an affiliated, consolidated, combined or unitary group,
and neither TeleCorp nor any of its Subsidiaries is a party to any Tax
allocation or sharing agreement or is liable for the Taxes of any other party,
as transferee or successor, by contract, or otherwise.

   (f) TeleCorp and its Subsidiaries have not made any payments, are not
obligated to make any payments, and are not a party to any agreements that
under any circumstances could obligate any of them to make any payments that
will not be deductible under Section 280G of the Code or would constitute
compensation in excess of the limitation set forth in Section 162(m) of the
Code.

   (g) TeleCorp has not been a United States real property holding corporation
within the meaning of Section 897(c)(2) of the Code during the applicable
period specified in Section 897(c)(1)(A)(ii) of the Code.

   (h) Each of TeleCorp and its Subsidiaries has complied in all material
respects with all applicable Laws relating to the payment and withholding of
Taxes (including, without limitation, withholding of Taxes pursuant to Sections
1441, 1442 and 3406 of the Code or similar provisions under any foreign Laws)
and have, within the time and in the manner required by Law, been withheld from
employee wages and paid over to the proper Governmental Authorities all amounts
required to be so withheld and paid over under all applicable Laws.

   (i) Neither TeleCorp nor any Subsidiary has executed or entered into any
closing agreement under Section 7121 of the Code (or any similar provision of
state, local or foreign law) or has agreed to make any adjustment to its income
or deductions pursuant to Section 481(a) of the Code (or similar provision of
state, local or foreign law), in either case that could affect the Tax
liability after the Closing Date to any material extent.

   (j) None of TeleCorp or any of its Subsidiaries shall be required to include
in a taxable period ending after the Effective Time a material amount of a
taxable income attributable to income that accrued in a prior taxable period
but was not recognized in any prior taxable period as a result of the
installment method of accounting, the completed contract method of accounting,
the long-term contract method of accounting, the cash method of accounting or
Section 481 of the Code or comparable provisions of state, local or foreign tax
law.

   3.21 Environmental Matters. Except for such instances, if any, which would
not, individually or in the aggregate, reasonably be expected to have a
TeleCorp Material Adverse Effect, (i) TeleCorp and each of its Subsidiaries
have obtained all applicable permits, licenses and other authorizations which
are required under applicable Environmental Laws as defined below; (ii)
TeleCorp and each of its Subsidiaries are in full compliance with all
applicable Environmental Laws and with the terms and conditions of all required
permits, licenses and authorizations, and also are in compliance with all other
limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables contained in such laws or contained in
any applicable regulation, code, plan, order, decree, judgment, notice or
demand letter issued, entered, promulgated or approved thereunder; and (iii) as
of the date hereof, there has not been any event, condition, circumstance,
activity, practice, incident, action or plan which is reasonably likely to
interfere with or prevent continued compliance with the terms of such permits,
licenses and authorizations or which would give rise to any common law or
statutory liability, or otherwise form the basis of any claim, action, suit or
proceeding, based on or resulting from TeleCorp's or any of its Subsidiaries'
(or any of their respective agent's) manufacture, processing, distribution,
use, treatment, storage, disposal, transport, or handling, or the emission,
discharge, or release into the environment, of any Hazardous Material (as
defined below); and (iv) TeleCorp and each of its subsidiaries has taken all
actions necessary under applicable requirements of federal, state or local
laws, rules or regulations to register any products or materials required to be
registered by TeleCorp or its Subsidiaries (or any of their respective agents)
thereunder. There is no civil, criminal or administrative action,

                                      A-24
<PAGE>

suit, demand, claim, hearing, notice of violation, investigation, proceeding,
notice or demand letter pending or, to the knowledge of TeleCorp, threatened
against TeleCorp or any of its Subsidiaries relating in any way to the
Environmental Laws (as defined in Section 10.4 ) or any Regulation, code, plan,
Order, decree, judgment, notice or demand letter issued, entered, promulgated
or approved thereunder.

   3.22 Intellectual Property.

   (a) TeleCorp and its Subsidiaries own, or are licensed or otherwise possess
legally enforceable rights to use, all patents, trademarks, trade names,
service marks, copyrights and mask works, any applications for and
registrations of such patents, trademarks, trade names, service marks,
copyrights and mask works, and all processes, formulae, methods, schematics,
technology, know-how, computer software programs or applications and tangible
or intangible proprietary information or material that are necessary to conduct
the business of TeleCorp and its Subsidiaries as currently conducted, the
absence of which would be considered reasonably likely to have a TeleCorp
Material Adverse Effect (the "TeleCorp Intellectual Property Rights").

   (b) Neither TeleCorp nor any of its Subsidiaries is, or will as a result of
the execution and delivery of this Agreement or the performance of TeleCorp's
obligations under this Agreement or otherwise be, in breach of any license,
sublicense or other agreement relating to the TeleCorp Intellectual Property
Rights, or any material licenses, sublicenses and other agreements as to which
TeleCorp or any of its Subsidiaries is a party and pursuant to which TeleCorp
or any of its Subsidiaries is authorized to use any third party patents,
trademarks or copyrights, including software ("TeleCorp Third Party
Intellectual Property Rights") which is used by TeleCorp or any of its
Subsidiaries, the breach of which would be considered reasonably likely to have
a TeleCorp Material Adverse Effect.

   (c) All patents, registered trademarks, service marks and copyrights which
are held by TeleCorp or any of its Subsidiaries, and which are material to the
business of TeleCorp and its Subsidiaries, taken as a whole, are valid and
subsisting. TeleCorp (i) has not been sued in any suit, action or proceeding
which involves a claim of infringement of any patents, trademarks, service
marks, copyrights or violation of any trade secret or other proprietary right
of any third party; and (ii) has no knowledge that the marketing, licensing or
sale of its services infringes any patent, trademark, service mark, copyright,
trade secret or other proprietary right of any third party, which infringement
would reasonably be expected to have a TeleCorp Material Adverse Effect.

   3.23 No Restrictions on the Merger; Takeover Statutes. No applicable
takeover statute or similar Law and no provision of the Certificate of
Incorporation or By-laws, or other organizational document or governing
instruments of TeleCorp or any of its Subsidiaries or any TeleCorp Material
Agreement to which any of them is a party (a) would or would purport to impose
restrictions which might adversely affect or delay the consummation of the
transactions contemplated by this Agreement, the TeleCorp Voting Agreement, the
Investor Stockholder Agreement or the Stockholders Agreement or (b) as a result
of the consummation of the transactions contemplated by this Agreement, the
TeleCorp Voting Agreement or the Stockholders Agreement (i) would or would
purport to restrict or impair the ability of the Holding Company to vote or
otherwise exercise the rights of a stockholder with respect to securities of
TeleCorp, any of its Subsidiaries or TeleCorp II or (ii) would or would purport
to entitle any Person to acquire securities of TeleCorp or TeleCorp II.

   3.24 Tax Matters. Neither TeleCorp nor any of its Affiliates has taken or
agreed to take any action, failed to take any action or is aware of any fact or
circumstance that is reasonably likely to prevent the Mergers and the
Contribution, taken together, from constituting a tax-free transaction within
the meaning of Section 351 of the Code or that would cause either Merger to
fail to qualify as a tax-free reorganization under Section 368(a) of the Code.

   3.25 Brokers. Except for Lehman Brothers Inc. ("Lehman Brothers"), no
broker, financial advisor, finder or investment banker or other Person is
entitled to any broker's, financial advisor's, finder's or other fee or
commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of TeleCorp.

                                      A-25
<PAGE>

TeleCorp has heretofore furnished to Tritel a true, complete and correct copy
of all agreements between TeleCorp and Lehman Brothers pursuant to which such
firm would be entitled to any payment relating to the transactions contemplated
hereunder.

   3.26 Opinion Of Financial Advisor. TeleCorp has received the written opinion
of its financial advisor, Lehman Brothers, to the effect that, in its opinion,
as of the date hereof, from a financial point of view the exchange ratio in the
Mergers is fair to the stockholders of TeleCorp, and TeleCorp has provided
copies of such opinion to Tritel.

                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF TRITEL

   Except as set forth in the Tritel SEC Reports (as defined in Section 4.9) or
the Tritel Disclosure Schedule previously delivered to TeleCorp (the "Tritel
Disclosure Schedule"), Tritel, on behalf of itself and its Subsidiaries,
represents and warrants to TeleCorp and AT&T that the statements contained in
this Article IV are true, complete and correct. The Tritel Disclosure Schedule
shall be arranged in paragraphs corresponding to the numbered and lettered
paragraphs contained in this Article IV, and the disclosure in any paragraph
shall qualify only the corresponding paragraph of this Article IV, unless the
disclosure contained in such paragraph contains such information so as to
enable a reasonable person to determine that such disclosure qualifies or
otherwise applies to other paragraphs of this Article IV. As used in this
Agreement, a "Tritel Material Adverse Effect" means any change, event or effect
that is materially adverse to the business, assets (including intangible
assets), financial condition or results of operations of Tritel and its
Subsidiaries, taken as a whole, excluding any adverse change in, or effect on,
the financial condition or revenues of Tritel to the extent attributable to (i)
general economic conditions in the United States and (ii) conditions affecting
the wireless communications industry generally.

   4.1 Organization and Qualification; Subsidiaries.

   (a) Tritel is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware and has all the requisite
corporate power and authority necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted. Tritel is
duly qualified or licensed as a foreign corporation to do business, and is in
good standing, in each jurisdiction where the character of the properties
owned, leased or operated by it or the nature of its activities makes such
qualification or licensing necessary, except where the failure to be so
qualified would not, individually or in the aggregate, reasonably be expected
to have a Tritel Material Adverse Effect.

   (b) All of the shares of capital stock of each Subsidiary of Tritel are
owned by Tritel or by a Subsidiary of Tritel (other than director's qualifying
shares in the case of foreign Subsidiaries), and are validly issued, fully paid
and non-assessable, and there are no outstanding subscriptions, options, calls,
contracts, voting trusts, proxies or other commitments, understandings,
restrictions, arrangements, rights or warrants with respect any such
Subsidiaries capital stock.

   (c) Each Subsidiary of Tritel is a legal entity, duly incorporated or
organized, validly existing and in good standing under the laws of its
respective jurisdiction of incorporation or organization and has all the
requisite power and authority necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted. Each
Subsidiary of Tritel is duly qualified or licensed as a foreign corporation to
do business, and is in good standing, in each jurisdiction where the character
of the properties owned, leased or operated by it or the nature of its
activities makes such qualification or licensing necessary, except where the
failure to be so qualified would not, individually or in the aggregate,
reasonably be expected to have a Tritel Material Adverse Effect.

                                      A-26
<PAGE>

   4.2 Certificate of Incorporation; By-laws. Tritel has heretofore made
available to TeleCorp a true, complete and correct copy of its and each of its
Subsidiaries' respective Certificate of Incorporation and By-laws (or other
equivalent organizational documents), each as amended or restated to date. Each
such Certificate of Incorporation and By-laws (or other equivalent
organizational documents) of Tritel and each of its Subsidiaries are in full
force and effect. Neither Tritel nor any of its Subsidiaries is in violation of
any of the provisions of its Certificate of Incorporation or By-laws or other
equivalent organizational documents.

   4.3 Capitalization.

   (a) The authorized capital of Tritel consists of: (i) 1,016,000,009 shares
of Tritel Common Stock, consisting of: (a) 500,000,000 shares of Tritel Class A
Voting Common Stock, (b) 500,000,000 shares of Tritel Class B Non-Voting Common
Stock, (c) 4,000,000 shares of Tritel Class C Common Stock, (d) 12,000,000
shares of Tritel Class D Common Stock, and (e) nine shares of Tritel Voting
Preference Common Stock; (ii) 3,100,000 shares of Tritel Preferred Stock,
consisting of: (a) 200,000 shares of Tritel Series A Preferred Stock, (b)
300,000 shares of Tritel Series B Preferred Stock, (c) 500,000 shares of Tritel
Series C Preferred Stock, (d) 100,000 shares of Tritel Series D Preferred
Stock, and (e) 2,000,000 undesignated shares;

   (b) As of January 31, 2000: (i) 107,068,559 shares of Tritel Common Stock
were issued and outstanding, which consisted of: (a) 97,798,181 shares of
Tritel Class A Voting Common Stock, (b) 2,927,120 shares of Tritel Class B
Common Stock, (c) 1,380,448 shares of Tritel Class C Common Stock, (d)
4,962,804 shares of Tritel Class D Common Stock and (e) six shares of Tritel
Voting Preference Common Stock; (ii) 137,042 shares of Tritel Preferred Stock
were issued and outstanding, which consisted of: (a) 90,668 shares of Tritel
Series A Preferred Stock, (b) 46,374 shares of Tritel Series D Preferred Stock;
(iii) 4,885.56 shares of Tritel Common Stock were held in treasury; (iv) no
shares of Tritel Capital Stock were held by any Subsidiary of Tritel; and (v)
there were outstanding employee and non-employee options in the amount set
forth on Schedule 4.3(b) (the "Tritel Options"), with the exercise price,
vesting schedule, and name of each holder of such options and the amount of
options held by each such holder specified on Schedule 4.3(b). None of the
outstanding shares of Tritel Common Stock are subject to, nor were they issued
in violation of, any purchase option, call option, right of first refusal,
preemptive right, subscription right or any similar right.

   (c) Except as set forth above, no shares of voting or non-voting capital
stock, other equity interests, or other voting securities of Tritel were or are
issued, reserved for issuance or outstanding. All outstanding shares of Tritel
Capital Stock are, and all shares which may be issued upon the exercise of
Tritel Options will be, when issued, duly authorized, validly issued, fully
paid and non-assessable and not subject to any kind of preemptive (or similar)
rights. There are no bonds, debentures, notes or other indebtedness of Tritel
with voting rights (or convertible into, or exchangeable for, securities with
voting rights) on any matters on which stockholders of Tritel may vote.

   (d) All of the outstanding shares of capital stock or other security or
equity interests of each of Tritel's Subsidiaries have been duly authorized,
validly issued, fully paid and non-assessable, are not subject to, and were not
issued in violation of, any preemptive (or similar) rights, and are owned, of
record and beneficially, by Tritel or one of its direct or indirect
Subsidiaries, free and clear of all Liens whatsoever. There are no restrictions
of any kind which prevent the payment of dividends, where applicable, by any of
Tritel's Subsidiaries, and neither Tritel nor any of its Subsidiaries is
subject to any obligation or requirement to provide funds for or to make any
investment (in the form of a loan or capital contribution) to or in any Person.

   (e) Section 4.3(e) of Tritel Disclosure Schedule sets forth a true, complete
and correct list of all securities, options, warrants, calls, rights,
commitments, agreements, arrangements or undertakings of any kind (contingent
or otherwise) to which Tritel or any of its Subsidiaries is a party or by which
any of them is bound obligating Tritel or any of its Subsidiaries to issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of
capital stock or other voting securities of Tritel or of any of its
Subsidiaries or obligating Tritel or any of its Subsidiaries to issue, grant,
extend or enter into any such security, option, warrant, call, right,
commitment, agreement, arrangement or undertaking (other than the Tritel
Options) and specifying the material

                                      A-27
<PAGE>

terms of each such security, option, warrant, call, right, commitment,
agreement, arrangement or undertaking including the applicable exercise price
or purchase price and the name of the person or entity to whom each such
security, option, warrant, call, right, commitment, agreement, arrangement or
undertaking was issued. There are no outstanding contractual obligations of
Tritel or any of its Subsidiaries to repurchase, redeem or otherwise acquire
any shares of capital stock (or options to acquire any such shares) or other
security or equity interest of Tritel or its Subsidiaries. There are not
outstanding any stock-appreciation rights, security-based performance units,
"phantom" stock or other security rights or other agreements, arrangements or
commitments of any character (contingent or otherwise) pursuant to which any
Person is or may be entitled to receive any payment or other value based on the
revenues, earnings or financial performance, stock price performance or other
attribute of Tritel or any of its Subsidiaries or assets or calculated in
accordance therewith (other than ordinary course payments or commissions to
sales representatives of Tritel based upon revenues generated by them without
augmentation as a result of the transactions contemplated hereby) or to cause
Tritel or any of its Subsidiaries to file a registration statement under the
Securities Act, or which otherwise relate to the registration of any securities
of Tritel or its Subsidiaries.

   (f) Except as set forth in the Tritel SEC Reports or as contemplated by the
Stockholders Agreement, there are no voting trusts, proxies or other
agreements, commitments or understandings of any character to which Tritel or
any of its Subsidiaries or, to the knowledge of Tritel, any of the stockholders
of Tritel, is a party or by which any of them is bound with respect to the
issuance, holding, acquisition, voting or disposition of any shares of capital
stock or other security or equity interest of Tritel or any of its
Subsidiaries.

   4.4 Authority; Enforceability. Tritel has all necessary corporate power and
authority to execute and deliver this Agreement and each Related Agreement to
which it is a party, and to perform its obligations hereunder and thereunder
and to consummate the transactions contemplated hereby and thereby. The
execution and delivery by Tritel of this Agreement and each Related Agreement
to which it is a party, the performance of its obligations hereunder and
thereunder, and the consummation by Tritel of the transactions contemplated
hereby and thereby, have been duly and validly authorized by all corporate
action and no other corporate proceedings on the part of Tritel are necessary
to authorize this Agreement or any Related Agreement to which it is a party or
to consummate the transactions so contemplated, other than the approval and
authorization of this Agreement and the Second Merger by votes of the holders
of a majority of the outstanding shares of Tritel Capital Stock entitled to
vote thereon in accordance with the DGCL and Tritel's Certificate of
Incorporation and By-laws. Each of this Agreement and the Related Agreements to
which Tritel is a party has been duly and validly executed and delivered by
Tritel and, assuming the due authorization, execution and delivery thereof by
all other parties to such agreements, constitutes a legal, valid and binding
obligation of Tritel in accordance with its terms.

   4.5 Required Vote. The Board of Directors of Tritel has, at a meeting duly
called and held, (i) approved and declared advisable this Agreement and
approved each Related Agreement to which it is a party, (ii) determined that
the transactions contemplated hereby and thereby are advisable, fair to and in
the best interests of the holders of Tritel Capital Stock, (iii) resolved to
recommend adoption of this Agreement, the Second Merger and the other
transactions contemplated hereby and thereby to the stockholders of Tritel and
(iv) directed that this Agreement be submitted to the stockholders of Tritel
for their approval and authorization. The affirmative vote of a majority of the
voting power of all outstanding shares of Tritel Class A Voting Stock and
Tritel Voting Preference Common Stock voting as a class is the only vote of the
holders of any class or series of capital stock of Tritel necessary to approve
and authorize this Agreement, the Second Merger, the Related Agreements (to the
extent Tritel is a party thereto) and the other transactions contemplated
hereby and thereby in their capacity as stockholders of Tritel.

   4.6 No Conflict; Required Filings and Consents.

   (a) The execution and delivery by Tritel of this Agreement and the Related
Agreements to which it is a party do not, and the performance of this Agreement
and the Related Agreements to which it is a party will not, (i) conflict with
or violate the Certificate of Incorporation or By-laws or other equivalent
organizational

                                      A-28
<PAGE>

documents of Tritel or any of its Subsidiaries, (ii) conflict with or violate
any Law, Regulation or Order in each case applicable to Tritel or any of its
Subsidiaries or by which any of their respective properties is bound or
affected, or (iii) result in any breach or violation of or constitute a default
(or an event that with notice or lapse of time or both would become a default)
under, or impair Tritel's or any of its Subsidiaries' rights or alter the
rights or obligations of any third party under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a Lien on any of the properties or assets of Tritel or any of its
Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which Tritel or any of its Subsidiaries is a party or by which Tritel or any
of its Subsidiaries or its or any of their respective properties is bound or
affected, except in the case of clauses (ii) or (iii) above, for any such
conflicts, breaches, violations, defaults or other occurrences that would not
(x) individually or in the aggregate, reasonably be expected to have a Tritel
Material Adverse Effect, (y) prevent or materially impair or delay the
consummation of the transactions contemplated by this Agreement and the Related
Agreements or (z) for purposes of this representation being made to AT&T,
individually, or the aggregate, reasonably be expected to have a Material
Adverse Effect on the value of the Shares.

   (b) The execution and delivery by Tritel of this Agreement and the Related
Agreements to which it is a party do not, and the performance of this Agreement
and the Related Agreements, will not, require Tritel or any of its Subsidiaries
to obtain any approval of any Person or approval of, observe any waiting period
imposed by, or make any filing with or notification to, any Governmental
Authority domestic or foreign, except for (i) compliance with applicable
requirements of the Securities Act, the Securities Exchange Act, Blue Sky Laws,
the HSR Act, or any Foreign Competition Laws, the Communications Act, and the
regulations of the FCC, state public utility, telecommunications or public
service laws, (ii) the filing of the Certificates of Merger in accordance with
the DGCL and/or (iii) where the failure to obtain such approvals, or to make
such filings or notifications, would not, individually or in the aggregate,
reasonably be expected to have a Tritel Material Adverse Effect or prevent or
materially delay the consummation of the transactions contemplated by this
Agreement.

   4.7 Material Agreements. Neither Tritel nor any of its Subsidiaries has
breached, or received in writing any claim or threat that it has breached, any
of the terms or conditions of any agreement, contract or commitment that is of
a type which is required to be included as an exhibit to the annual reports on
Form 10-K required to be filed by Tritel pursuant to Item 601 of Regulation S-K
promulgated by the SEC (collectively, the "Tritel Material Contracts") in such
a manner as would permit any other party to cancel or terminate the same or
would permit any other party to collect material damages from Tritel or any of
its Subsidiaries under any Tritel Material Contract. Each Tritel Material
Agreement is in full force and effect, is a valid and binding obligation of
Tritel or such Subsidiary and, to the knowledge of Tritel, of each other party
thereto and is enforceable against Tritel or such Subsidiary in accordance with
its terms, and, to the knowledge of Tritel, enforceable against each other
party thereto, in each case except that the enforcement thereof may be limited
by (i) the effects of bankruptcy, insolvency, reorganization, moratorium or
other similar law now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law), and such
Tritel Material Agreements will continue to be valid, binding and enforceable
in accordance with their respective terms and in full force and effect
immediately following the consummation of the transactions contemplated hereby
with no material alteration or acceleration or increase in fees or liabilities.
Neither Tritel nor any of its Subsidiaries is or is alleged to be and, to the
knowledge of Tritel, no other party is or is alleged to be in default under, or
in breach or violation of, any Tritel Material Agreement, and, to the knowledge
of Tritel, no event has occurred which (whether with or without notice or lapse
of time or both) would constitute such a default, breach or violation. To the
knowledge of Tritel, no party to a Tritel Material Contract has terminated or
in any way expressed an intent to materially reduce or terminate the amount of
business with Tritel and its Subsidiaries in the future.

   4.8 Compliance. Each of Tritel and its Subsidiaries is in compliance in all
material respects with, and is not in default or violation of, (i) its
Certificate of Incorporation and By-laws or other equivalent

                                      A-29
<PAGE>

organizational documents, (ii) any Law or Order or by which any of their
respective assets or properties are bound or affected or (iii) any note, bond,
mortgage, indenture, contract, permit, franchise or other instruments or
obligations to which any of them are a party or by which any of them or any of
their respective assets or properties are bound or affected, except, in the
case of clauses (ii) and (iii), for any such failures of compliance, defaults
and violations which would not, individually or in the aggregate, reasonably be
expected to have a Tritel Material Adverse Effect.

   4.9 SEC Filings; Financial Statements.

   (a) Tritel has timely filed all forms, reports, schedules, statements and
documents required to be filed with the SEC since November 17, 1999
(collectively, with Registration Statement on Form S-1 dated November 18, 1999,
as amended (the "Tritel S-1"), the "Tritel SEC Reports") pursuant to the
Federal securities Laws and the SEC regulations promulgated thereunder. The
Tritel SEC Reports were prepared in accordance, and complied as of their
respective filing dates in all material respects, with the requirements of the
Exchange Act and the Securities Act and the rules and regulations promulgated
thereunder and did not at the time they were filed (or if amended or superseded
by a filing prior to the date hereof, then on the date of such filing) contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. None of Tritel's Subsidiaries has filed, or is obligated to file,
any forms, reports, schedules, statements or other documents with the SEC.

   (b) Each of the audited and unaudited consolidated financial statements
(including, in each case, any related notes and schedules thereto) contained in
the Tritel SEC Reports (i) complied in all material respects with applicable
accounting requirements and the published regulations of the SEC with respect
thereto, (ii) were prepared in accordance with GAAP (except, in the case of
unaudited statements, to the extent otherwise permitted by Form 10-Q) applied
on a consistent basis throughout the periods involved (except as may be
expressly described in the notes thereto) and (iii) fairly present in all
material respects the consolidated financial position of Tritel and its
Subsidiaries as at the respective dates thereof and the consolidated results of
its operations and cash flows for the periods indicated, subject in the case of
interim financial statements to normal year-end adjustments.

   4.10 Licenses and Authorizations.

   (a) Tritel and its Subsidiaries hold all licenses, permits, certificates,
franchises, ordinances, registrations, or other rights, applications and
authorizations required to be filed with or granted or issued by any
Governmental Authority, including, without limitation, the FCC or any state
authority asserting over Tritel, its Subsidiaries and their respective
properties and assets, that are required for the conduct of their businesses as
currently being conducted (each, as amended to date, the "Tritel
Authorizations"), other than such licenses, permits, certificates, franchises,
ordinances, registrations, or other rights, applications and authorizations the
absence of which would not, individually or in the aggregate, be reasonably
likely to have a Tritel Material Adverse Effect or prevent or materially impair
or delay the ability of Tritel to consummate the transactions contemplated
hereby. Tritel has made available to TeleCorp a true, complete and correct list
of such Tritel Authorizations.

   (b) Tritel has previously made available to TeleCorp and AT&T a true,
complete and correct list of (i) each application of Tritel or any of its
Subsidiaries pending before the FCC (the "Tritel FCC Applications"); (ii) each
FCC permit and FCC license which is not a Tritel Authorization but in which
Tritel or any of its Subsidiaries, directly or indirectly, holds an interest,
including as a stakeholder in the licensee (collectively, the "Indirect Tritel
Authorizations"); and (iii) all licenses, permits, certificates, franchises,
ordinances, registrations, or other rights, applications and authorizations for
the benefit of Tritel or any of its Subsidiaries, as applicable, pending before
any state authority (collectively, the "Tritel State Authorizations"). The
Tritel Authorizations, the Tritel FCC Applications, the Indirect Tritel
Authorizations and the Tritel State Authorizations (collectively,

                                      A-30
<PAGE>

the "Tritel Licenses and Applications") are the only Federal, state or local
licenses, permits, certificates, franchises, ordinances, registrations, or
other rights, applications and authorizations that are required for the conduct
of the business and operations of Tritel and its Subsidiaries as currently
conducted, other than such licenses, permits, certificates, franchises,
ordinances, registrations, or other rights, applications and authorizations the
absence of which would not, individually or in the aggregate, be considered
reasonably likely to have a Tritel Material Adverse Effect or prevent or
materially delay or impair the ability of Tritel to consummate the transactions
contemplated hereby.

   (c) The Tritel Authorizations and, to the knowledge of Tritel, the Indirect
Tritel Authorizations, are in full force and effect and, except as disclosed on
Schedule 4.10(c) have not been pledged or otherwise encumbered, assigned or
suspended, modified in any material respect (except as a result of FCC rule
changes applicable to the PCS industry generally), canceled or revoked, and
Tritel and each of its Subsidiaries have each operated in compliance with all
terms thereof or any renewals thereof applicable to them, other than where the
failure to so comply would not, individually or in the aggregate, be considered
reasonably likely to have a Tritel Material Adverse Effect or materially impair
the ability of Tritel to consummate the transactions contemplated hereby. To
the knowledge of Tritel, no event has occurred with respect to any of the
Tritel Authorizations which permits, or after notice or lapse of time or both
would permit, revocation or termination thereof or would result in any other
material impairment of the rights of the holder of any such Tritel
Authorizations. To the knowledge of Tritel, there is not pending any
application, petition, objection or other pleading with the FCC, any state
authority or any similar entity having jurisdiction or authority over the
operations of Tritel or any of its Subsidiaries which questions the validity or
contests any Tritel Authorization or which could reasonably be expected, if
accepted or granted, to result in the revocation, cancellation, suspension or
any materially adverse modification of any Tritel Authorization.

   (d) Except for the approvals contemplated by Section 4.6, no permit,
consent, approval, authorization, qualification or registration of, or
declaration to or filing with, any Governmental Entity is required to be made
or obtained by Tritel or any of its Subsidiaries in connection with the
transfer or deemed transfer of the Tritel Licenses and Authorizations as a
result of the consummation of the transactions contemplated hereby and such
transactions will not result in a breach of such approvals, except where the
failure to obtain or make such permit, consent, approval, authorization,
qualification, registration, declaration or filing would not be considered
reasonably likely to have a Tritel Material Adverse Effect or prevent or
materially impair or delay the ability of Tritel to consummate the transactions
contemplated hereby.

   4.11 No Violation of Law. The business of Tritel and its Subsidiaries is not
being conducted in violation of any Laws, except for possible violations none
of which, individually or in the aggregate, would reasonably be expected to
have a Tritel Material Adverse Effect. Except as disclosed in Tritel SEC
Reports, no investigation, review or proceeding by any Governmental Authority
(including, without limitation, any stock exchange or other self-regulatory
body) with respect to Tritel or its Subsidiaries in relation to any alleged
violation of law or regulation is pending or, to Tritel's knowledge,
threatened, nor has any Governmental Authority (including, without limitation,
any stock exchange or other self-regulatory body) indicated an intention to
conduct the same, except for such investigations which, if they resulted in
adverse findings, would not reasonably be expected to have, individually or in
the aggregate, a Tritel Material Adverse Effect. Except as set forth in the
Tritel SEC Reports, neither Tritel nor any of its Subsidiaries is subject to
any cease and desist or other order, judgment, injunction or decree issued by,
or is a party to any written agreement, consent agreement or memorandum of
understanding with, or is a party to any commitment letter or similar
undertaking to, or is subject to any order or directive by, or has adopted any
board resolutions at the request of, any Governmental Authority that materially
restricts the conduct of its business or which would reasonably be expected to
have a Tritel Material Adverse Effect, nor has Tritel or any of its
Subsidiaries been advised that any Governmental Authority is considering
issuing or requesting any of the foregoing. None of the representations and
warranties made in this Section 4.11 are being made with respect to
Environmental Laws.

                                      A-31
<PAGE>

   4.12 Absence of Certain Changes or Events.

   (a) Since September 30, 1999, Tritel and its Subsidiaries have conducted
their businesses only in the Ordinary Course of Business and, since such date,
there has not been any change, event, development, damage or circumstance
affecting Tritel or any of its Subsidiaries which, individually or in the
aggregate, has had, or could reasonably be expected to have, a Tritel Material
Adverse Effect.

   (b) Since September 30, 1999, (i) there has not been any material change by
Tritel in its accounting methods, principles or practices, any revaluation by
Tritel of any of its assets, including, writing down the value of inventory or
writing off notes or accounts receivable other than in the Ordinary Course of
Business and (ii) there has not been (a) any other action or event, and neither
Tritel nor any of its Subsidiaries has agreed in writing or otherwise to take
any other action, that would have required the consent of TeleCorp pursuant to
Section 6.2(b) had such action or event occurred after the date hereof and
prior to the Effective Time, or (b) any condition, event or occurrence which
could reasonably be expected to prevent, hinder or materially delay the ability
of Tritel to consummate the transactions contemplated by this Agreement or the
Related Agreements to which it is a party.

   4.13 No Undisclosed Liabilities. Tritel and its Subsidiaries do not have any
liabilities or obligations of any nature (whether absolute, accrued, fixed,
contingent or otherwise) which would be required to be reflected in financial
statements prepared in accordance with GAAP, except liabilities or obligations
which (i) are reflected in the Tritel SEC Reports, or (ii) have been incurred
in the Ordinary Course of Business since September 30, 1999.

   4.14 Absence of Litigation. There is no Litigation pending or, to the
knowledge of Tritel, threatened against Tritel or any of its Subsidiaries, or
any properties or rights of Tritel or any of its Subsidiaries, before or
subject to any Court or Governmental Authority which, individually or in the
aggregate, has had, or would reasonably be expected to have, a Tritel Material
Adverse Effect or would prevent, or materially hinder or delay Tritel from
consummating the transactions contemplated by this Agreement.

   4.15 Employee Benefit Plans.

   (a) Tritel has made available to TeleCorp true, complete and correct copies
of all employee benefit plans (as defined in Section 3(3) of the ERISA) and all
bonus, stock or other security option, stock or other security purchase, stock
or other security appreciation rights, incentive, deferred compensation,
retirement or supplemental retirement, severance, golden parachute, vacation,
cafeteria, dependent care, medical care, employee assistance program, education
or tuition assistance programs, plant closing or similar benefit plans, retiree
health or life benefit plans, insurance and other similar fringe or employee
benefit plans, programs or arrangements, and any executive employment or
executive compensation or severance agreements, or a written summary of the
material terms of any of the foregoing agreements if not in writing, which have
ever been sponsored, maintained, contributed to or entered into for the benefit
of, or relating to, any present or former employee, officer, director or
consultant of Tritel or any of its Subsidiaries, or any trade or business
(whether or not incorporated) which is a member of a controlled group or which
is under common control with Tritel, or any Subsidiary of Tritel, within the
meaning of Section 414 of the Code or Section 4001 of ERISA (a "Tritel ERISA
Affiliate"), whether or not such plan is terminated (together, the "Tritel
Employee Plans"'). In addition, Tritel has made available to TeleCorp with
respect to each Tritel Employee Plan true, complete and correct copies of each
of the following, if applicable: the most recent summary plan description and
any subsequent summary of material modifications; any related trust, insurance
policy or other funding vehicle or contract providing for benefits (including
any trusts of the type known as "rabbi trusts"); and the three most recent Form
5500 series Annual Report with all schedules filed with the IRS. Subject to the
requirements of ERISA, there are no restrictions on the ability of the sponsor
of each Tritel Employee Plan to amend or terminate any Tritel Employee Plan and
each Tritel Employee Plan may with the consent of Tritel (or applicable
Subsidiary or Tritel ERISA Affiliate) be assumed by the Holding Company or the
Second Merger Sub, as the case may be.

                                      A-32
<PAGE>

   (b) There has been no "prohibited transaction," as such term is defined in
Section 406 of ERISA and Section 4975 of the Code, with respect to any Tritel
Employee Plan; there are no claims pending (other than routine claims for
benefits) or threatened against any Tritel Employee Plan or against the assets
of any Tritel Employee Plan, nor are there any current or threatened Liens on
the assets of any Tritel Employee Plan; each Tritel Employee Plan conforms to,
and in its operation and administration is in all material respects in
compliance with the terms thereof and the requirements prescribed by any and
all statutes (including ERISA and the Code), orders, or governmental rules and
regulations currently in effect with respect thereto (including, without
limitation, all applicable requirements for notification, reporting and
disclosure to participants or the Department of Labor, the IRS or Secretary of
the Treasury and, in the case of any "rabbi trust", the requirements of Revenue
Procedure 92-64, 1992-2 C.B. 422), and Tritel, each of its Subsidiaries and
Tritel ERISA Affiliates have performed all obligations required to be performed
by them under, are not in default under or in violation of, and have no
knowledge of any default or violation by any other party with respect to, any
Tritel Employee Plan; each Tritel Employee Plan intended to qualify under
Section 401(a) of the Code and each corresponding trust intended to be exempt
under Section 501 of the Code has received or is the subject of a favorable
determination or opinion letter from the IRS (a true and complete copy which
has been provided by Tritel to TeleCorp), and nothing has occurred which could
reasonably be expected to cause the loss of such qualification or exemption;
all contributions (including premiums for any insurance policy under which
benefits for any Tritel Employee Plan are provided) required to be made to any
Tritel Employee Plan pursuant to Section 412 of the Code, or any contract, or
the terms of the Tritel Employee Plan or any collective bargaining agreement,
or otherwise have been made on or before their due dates and a reasonable
amount has been accrued for contributions to each Tritel Employee Plan for its
current plan year; the transaction contemplated herein will not directly or
indirectly result in an increase of benefits, acceleration of vesting or
acceleration of timing for payment of any benefit to any participant or
beneficiary under any Tritel Employee Plan; each Tritel Employee Plan, if any,
which is maintained outside of the United States has been operated in all
material respects in conformance with the applicable statutes or governmental
regulations and rulings relating to such plans in the jurisdictions in which
such Tritel Employee Plan is present or operates and, to the extent relevant,
the United States; no Tritel Employee Plan is a Defined Benefit Plan, or a
Multiemployer Plan (as such term is defined in Section 3(37) of ERISA), or a
"single-employer plan which has two or more contributing sponsors at least two
of whom are not under common control" as described in Section 4063 of ERISA,
and none of Tritel, any of its Subsidiaries or any Tritel ERISA Affiliate has
ever maintained or sponsored, participated in, or made or been obligated to
make contributions to such a Defined Benefit Plan or such a Multiemployer Plan
or such a single employer plan as described in Section 4063 of ERISA.

   (c) Each Tritel Employee Plan that is a "group health plan" (within the
meaning of Code Section 5000(b)(1)) has been operated in compliance in all
material respects with all laws applicable to such plan, its terms, and with
COBRA Coverage, Section 4980D of the Code and Sections 701 through 707 of
ERISA, Title XXII of the Public Health Service Act, the provisions of the
Social Security Act, and the provisions of any similar law of any state
providing for continuation coverage, in each case to the extent such
requirements are applicable. No Tritel Employee Plan or written or oral
agreement exists which obligates Tritel, any of its Subsidiaries or any Tritel
ERISA Affiliate to provide health care coverage, medical, surgical,
hospitalization, death, life insurance or similar benefits (whether or not
insured) to any current or former employee, officer, director or consultant of
Tritel, any of its Subsidiaries or any Tritel ERISA Affiliate or to any other
person following such current or former employee's, officer's, director's or
consultant's termination of employment with Tritel, any of its Subsidiaries or
any Tritel ERISA Affiliate, other than COBRA Coverage.

   (d) The consummation of the transactions contemplated by this Agreement will
not constitute a "prohibited transaction" under ERISA or the Code for which an
exemption is unavailable.

   4.16 Employment and Labor Matters. There are no controversies pending or
threatened, between Tritel or any of its Subsidiaries and any of their
respective employees which could reasonably be expected to have a Tritel
Material Adverse Effect; neither Tritel nor any of its Subsidiaries is a party
to any collective bargaining

                                      A-33
<PAGE>

agreement or other labor union contract applicable to persons employed by
Tritel or its Subsidiaries nor to Tritel's knowledge are there any activities
or proceedings of any labor union to organize any such employees of Tritel or
any of its Subsidiaries. Since January 1, 1999, there have been no strikes,
slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to
any employees of Tritel or any of its Subsidiaries. Tritel does not have nor at
the Closing will Tritel have any obligation under the WARN Act as a result of
any act of Tritel taken in connection with the transactions contemplated
hereby. Except as would not reasonably be expected to result in a Tritel
Material Adverse Effect, each of Tritel and its Subsidiaries is in compliance
with all applicable Federal, state, local, and foreign employment, wage and
hour, labor non-discrimination and other applicable laws or regulation except
where failure to comply with such laws would not be reasonably expected to have
a Tritel Material Adverse Effect.

   4.17 Registration Statement; Proxy Statement/Prospectus. None of the
information supplied by Tritel in writing for inclusion in the Registration
Statement shall, at the time such document is filed, at the time amended or
supplemented, at the time the Registration Statement is declared effective by
the SEC and at the Effective Time, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. None of the
information supplied by Tritel for inclusion in the Joint Proxy Statement in
connection with the TeleCorp Stockholders' Meeting and the Tritel Stockholders'
Meeting will, on the date the Joint Proxy Statement is first mailed to the
stockholders of Tritel and TeleCorp, at the time of the Tritel Stockholders'
Meeting and the TeleCorp Stockholders' Meeting and at the Effective Time,
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading. If at any time prior
to the Effective Time any event relating to Tritel or any of its Affiliates,
officers or directors should be discovered by Tritel which should be set forth
in an amendment or supplement to the Registration Statement or an amendment or
supplement to the Joint Proxy Statement, Tritel shall promptly inform the
Holding Company, AT&T and TeleCorp. The Joint Proxy Statement shall comply in
all material respects as to form and substance with the requirements of the
Exchange Act and the rules and regulations promulgated thereunder.
Notwithstanding the foregoing, Tritel makes no representation or warranty with
respect to any information supplied by TeleCorp or AT&T which is contained in
the Registration Statement or Joint Proxy Statement.

   4.18 Absence of Restrictions on Business Activities. There is no Tritel
Material Agreement binding upon Tritel or any of its Subsidiaries or any of
their respective properties which has had or could reasonably be expected to
have the effect of prohibiting or materially impairing any business practice of
Tritel or any of its Subsidiaries or the conduct of business by Tritel or any
of its Subsidiaries as currently conducted.

   4.19 Title to Assets; Leases. Each of Tritel and its Subsidiaries has good
title to all of their owned properties and assets, free and clear of all Liens,
charges and encumbrances, except for Permitted Encumbrances. All leases
pursuant to which Tritel or any of its Subsidiaries lease real or personal
property from others are valid and effective in accordance with their
respective terms, and there is not, under any such lease, any existing material
default or event of default (or event which with notice or lapse of time, or
both, would constitute a material default) and in respect of which Tritel or
such Subsidiary has not taken adequate steps to prevent such a default from
occurring where such default would reasonably be expected to have a Tritel
Material Adverse Effect.

   4.20 Taxes.

   (a) All Federal, state, local and foreign Tax Returns required to be filed
(taking into account extensions) by or on behalf of Tritel, each of its
Subsidiaries, and each affiliated, combined, consolidated or unitary group for
tax purposes of which Tritel or any of its Subsidiaries is or has been a member
have been timely filed, and all such Tax Returns are true, complete and
correct, except to the extent that any failure to file or any inaccuracies in
filed Tax Returns would not, individually or in the aggregate, be reasonably
expected to have a Tritel Material Adverse Effect.


                                      A-34
<PAGE>

   (b) All Taxes due and payable by or with respect to Tritel and each of its
Subsidiaries have been timely paid, or are adequately reserved for (other than
a reserve for deferred Taxes established to reflect timing differences between
book and Tax treatment) in accordance with GAAP on Tritel's September 30, 1999
audited balance sheet (the "Most Recent Tritel Balance Sheet"), except to the
extent that such amount would not, individually or in the aggregate, reasonably
be expected to have a Tritel Material Adverse Effect. No deficiencies,
delinquencies or defaults for any Taxes have been proposed, asserted or
assessed either orally or in writing or become a Lien for taxes against Tritel
or any of its Subsidiaries that are not adequately reserved for in accordance
with GAAP on the Most Recent Tritel Balance Sheet nor are there any outstanding
Tax audits or inquiries. All assessments for Taxes due and owing by or with
respect to Tritel and each of its Subsidiaries with respect to completed and
settled examinations or concluded litigation have been paid.

   (c) Neither Tritel nor any of its Subsidiaries has requested, or been
granted any waiver of any Federal, state, local or foreign statute of
limitations with respect to, or any extension of a period for the assessment
of, any Tax. No extension or waiver of time within which to file any Tax Return
of, or applicable to, Tritel or any of its Subsidiaries has been granted or
requested which has not since expired. None of the Federal income Tax Returns
of Tritel or any of its Subsidiaries consolidated in such returns either have
been examined and settled with the IRS or have been closed by virtue of the
applicable statute of limitations.

   (d) Other than with respect to its Subsidiaries, Tritel is not and has never
been (nor does Tritel have any liability for unpaid Taxes because it once was)
a member of an affiliated, consolidated, combined or unitary group, and neither
Tritel nor any of its Subsidiaries is a party to any Tax allocation or sharing
agreement or is liable for the Taxes of any other party, as transferee or
successor, by contract, or otherwise.

   (e) Tritel and its Subsidiaries have not made any payments, are not
obligated to make any payments, and are not a party to any agreements that
under any circumstances could obligate any of them to make any payments that
will not be deductible under Section 280G of the Code or would constitute
compensation in excess of the limitation set forth in Section 162(m) of the
Code.

   (f) Tritel has not been a United States real property holding corporation
within the meaning of Section 897(c)(2) of the Code during the applicable
period specified in Section 897(c)(1)(a)(ii) of the Code.

   (g) Each of Tritel and its Subsidiaries has complied in all material
respects with all applicable Laws relating to the payment and withholding of
Taxes (including, without limitation, withholding of Taxes pursuant to Sections
1441, 1442 and 3406 of the Code or similar provisions under any foreign Laws)
and have, within the time and in the manner required by Law, been withheld from
employee wages and paid over to the proper Governmental Authorities all amounts
required to be so withheld and paid over under all applicable Laws.

   (h) Neither Tritel nor any Subsidiary has executed or entered into any
closing agreement under Section 7121 of the Code (or any similar provision of
state, local or foreign law) or has agreed to make any adjustment to its income
or deductions pursuant to Section 481(a) of the Code (or similar provision of
state, local or foreign law), in either case that could affect the Tax
liability after the Closing Date to any material extent.

   (i) None of Tritel or any of its Subsidiaries shall be required to include
in a taxable period ending after the Effective Time a material amount of a
taxable income attributable to income that accrued in a prior taxable period
but was not recognized in any prior taxable period as a result of the
installment method of accounting, the completed contract method of accounting,
the long-term contract method of accounting, the cash method of accounting or
Section 481 of the Code or comparable provisions of state, local or foreign tax
law.

   4.21 Environmental Matters. Except for such instances, if any, which would
not, individually or in the aggregate, reasonably be expected to have a Tritel
Material Adverse Effect, (i) Tritel and each of its Subsidiaries have obtained
all applicable permits, licenses and other authorizations which are required
under applicable Environmental Laws; (ii) Tritel and each of its Subsidiaries
are in full compliance with all applicable

                                      A-35
<PAGE>

Environmental Laws and with the terms and conditions of all required permits,
licenses and authorizations, and also are in compliance with all other
limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables contained in such laws or contained in
any applicable regulation, code, plan, order, decree, judgment, notice or
demand letter issued, entered, promulgated or approved thereunder; and (iii) as
of the date hereof, there has not been any event, condition, circumstance,
activity, practice, incident, action or plan which is reasonably likely to
interfere with or prevent continued compliance with the terms of such permits,
licenses and authorizations or which would give rise to any common law or
statutory liability, or otherwise form the basis of any claim, action, suit or
proceeding, based on or resulting from Tritel's or any of its Subsidiaries' (or
any of their respective agent's) manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling, or the emission,
discharge, or release into the environment, of any Hazardous Material; and (iv)
Tritel and each of its Subsidiaries has taken all actions necessary under
applicable requirements of federal, state or local laws, rules or regulations
to register any products or materials required to be registered by Tritel or
its Subsidiaries (or any of their respective agents) thereunder. There is no
civil, criminal or administrative action, suit, demand, claim, hearing, notice
of violation, investigation, proceeding, notice or demand letter pending or, to
the knowledge of Tritel, threatened against Tritel or any of its Subsidiaries
relating in any way to the Environmental Laws or any Regulation, code, plan,
Order, decree, judgment, notice or demand letter issued, entered, promulgated
or approved thereunder.

   4.22 Intellectual Property.

   (a) Tritel and its Subsidiaries own, or are licensed or otherwise possess
legally enforceable rights to use, all patents, trademarks, trade names,
service marks, copyrights and mask works, any applications for and
registrations of such patents, trademarks, trade names, service marks,
copyrights and mask works, and all processes, formulae, methods, schematics,
technology, know-how, computer software programs or applications and tangible
or intangible proprietary information or material that are necessary to conduct
the business of Tritel its Subsidiaries as currently conducted, the absence of
which would be considered reasonably likely to have a Tritel Material Adverse
Effect (the "Tritel Intellectual Property Rights").

   (b) Neither Tritel nor any of its Subsidiaries is, or will as a result of
the execution and delivery of this Agreement or the performance of Tritel's
obligations under this Agreement or otherwise be, in breach of any license,
sublicense or other agreement relating to the Tritel Intellectual Property
Rights, or any material licenses, sublicenses and other agreements as to which
Tritel or any of its Subsidiaries is a party and pursuant to which Tritel or
any of its Subsidiaries is authorized to use any third party patents,
trademarks or copyrights, including software ("Tritel Third Party Intellectual
Property Rights") which is used by Tritel or any of its Subsidiaries, the
breach of which would be considered reasonably likely to have a Tritel Material
Adverse Effect.

   (c) All patents, registered trademarks, service marks and copyrights which
are held by Tritel or any of its Subsidiaries, and which are material to the
business of Tritel and its Subsidiaries, taken as a whole, are valid and
subsisting. Tritel (i) has not been sued in any suit, action or proceeding
which involves a claim of infringement of any patents, trademarks, service
marks, copyrights or violation of any trade secret or other proprietary right
of any third party; and (ii) has no knowledge that the marketing, licensing or
sale of its services infringes any patent, trademark, service mark, copyright,
trade secret or other proprietary right of any third party, which infringement
would reasonably be expected to have a Tritel Material Adverse Effect.

   4.23 No Restrictions on the Merger; Takeover Statutes. No applicable
takeover statute or similar Law and no provision of the Certificate of
Incorporation or By-laws, or other organizational document or governing
instruments of Tritel or any of its Subsidiaries or any Tritel Material
Agreement to which any of them is a party (a) would or would purport to impose
restrictions which might adversely affect or delay the consummation of the
transactions contemplated by this Agreement, the Tritel Voting Agreement, the
Investor Stockholder Agreement or the Stockholders Agreement or (b) as a result
of the consummation of the transactions

                                      A-36
<PAGE>

contemplated by this Agreement, the Tritel Voting Agreement or the Stockholders
Agreement (i) would or would purport to restrict or impair the ability of the
Holding Company to vote or otherwise exercise the rights of a stockholder with
respect to securities of Tritel, any of its Subsidiaries or Tritel II or (ii)
would or would purport to entitle any Person to acquire securities of Tritel or
Tritel II.

   4.24 Tax Matters. Neither Tritel nor any of its Affiliates has taken or
agreed to take any action, failed to take any action or is aware of any fact or
circumstance that is reasonably likely to prevent the Mergers or the
Contribution from constituting part of a tax-free transaction within the
meaning of Section 351 of the Code or that would cause either Merger to fail to
qualify as a tax-free reorganization under Section 368(a) of the Code.

   4.25 Brokers. Except for Merrill Lynch, Pierce, Fenner & Smith Incorporated,
no broker, financial advisor, finder or investment banker or other Person is
entitled to any broker's, financial advisor's, finder's or other fee or
commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of Tritel. Tritel has heretofore
furnished to TeleCorp a true, complete and correct copy of all agreements
between Tritel and Merrill Lynch, Pierce, Fenner & Smith Incorporated pursuant
to which such firm would be entitled to any payment relating to the
transactions contemplated hereunder.

   4.26 Opinion of Financial Advisor. Tritel has received the written opinion
of its financial advisor, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
to the effect that, in its opinion, as of the date hereof, from a financial
point of view the exchange ratio in the Mergers is fair to the stockholders of
Tritel Class A Voting Common Stock (other than AT&T and its Affiliates), and
Tritel has provided copies of such opinion to TeleCorp.

                                   ARTICLE V

                     REPRESENTATIONS AND WARRANTIES OF AT&T

   AT&T represents and warrants to TeleCorp and Tritel as follows:

   5.1 Authority; Enforceability. AT&T has all necessary corporate power and
authority to execute and deliver this Agreement and each Related Agreement to
which it is a party, and to perform its obligations hereunder and thereunder
and each Related Agreement to which it is a party the transactions contemplated
hereby and thereby. Each of this Agreement and each Related Agreement to which
it is a party that has been (or will be at the Effective Time) duly and validly
executed and delivered by AT&T and, assuming the due authorization, execution
and delivery thereof by all other parties thereto, constitutes (or will
constitute when executed and delivered) a legal, valid and binding obligation
of AT&T in accordance with its terms.

   5.2 No Conflict; Required Filings and Consents.

   (a) The execution and delivery by AT&T of this Agreement and each Related
Agreement to which it is a party do not, and the performance of this Agreement
and each Related Agreement to which it is a party by AT&T will not, (i)
conflict with or violate the Certificate of Incorporation or By-laws or other
equivalent organizational documents of AT&T or any of its Subsidiaries, (ii)
conflict with or violate any Law, Regulation or Order in each case applicable
to AT&T or any of its Subsidiaries or by which any of their respective
properties is bound or affected, or (iii) result in any breach or violation of
or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or impair AT&T's or any of its Subsidiaries'
rights or alter the rights or obligations of any third party under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
or result in the creation of a Lien on any of the properties or assets of AT&T
or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which AT&T or any of its Subsidiaries is a party or by which AT&T
or any of its Subsidiaries or its or any of their respective

                                      A-37
<PAGE>

properties is bound or affected, except in the case of clauses (ii) or (iii)
above, for any such conflicts, breaches, violations, defaults or other
occurrences that would not (x) individually or in the aggregate, reasonably be
expected to have a material adverse effect on the value of the Contribution to
the Holding Company or (y) prevent or materially impair or delay the
consummation of the transactions contemplated by this Agreement and the Related
Agreements (an "AT&T Material Adverse Effect"').

   (b) The execution and delivery by AT&T of this Agreement and each Related
Agreement to which it is a party do not, and the performance of this Agreement
and each Related Agreement to which it is a Party, will not, require AT&T or
any of its Subsidiaries to obtain any approval of any Person or approval of,
observe any waiting period imposed by, or make any filing with or notification
to, any Governmental Authority domestic or foreign except for (i) compliance
with applicable requirements of the Securities Act, the Securities Exchange
Act, Blue Sky Laws, the HSR Act, or any Foreign Competition Laws, the
Communications Act, and the regulations of the FCC, state public utility,
telecommunications or public service laws, (ii) the filing of the Certificates
of Merger in accordance with the DCGL and/or (iii) where the failure to obtain
such approvals, or to make such filings or notifications, would not,
individually or in the aggregate, reasonably be expected to have an AT&T
Material Adverse Effect.

   5.3 Tax Matters. Neither AT&T nor any of its Affiliates has taken or agreed
to take any action, failed to take any action or is aware of any fact or
circumstance that is reasonably likely to prevent the Mergers and the
Contribution, taken together, from constituting a tax-free transaction within
the meaning of Section 351 of the Code.

   5.4 Brokers. No broker, financial advisor, finder or investment banker or
other Person is entitled to any broker's, financial advisor's, finder's or
other similar fee or commission in connection with the transactions
contemplated by this Agreement or the Related Agreements based upon
arrangements made by or on behalf of AT&T.

   5.5 Registration Statement; Proxy Statement/Prospectus. None of the
information supplied by AT&T in writing specifically for inclusion in the
Registration Statement shall, at the time such document is filed, at the time
amended or supplemented, at the time the Registration Statement is declared
effective by the SEC and at the time of the Tritel Stockholders Meeting and the
TeleCorp Stockholders Meeting, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. None of the information supplied by AT&T
in writing specifically for inclusion in the Joint Proxy Statement in
connection with the TeleCorp Stockholders' Meeting and the Tritel Stockholders'
Meeting will, on the date the Joint Proxy Statement is first mailed to the
stockholders of Tritel and TeleCorp, and at the time of the Tritel
Stockholders' Meeting and the TeleCorp Stockholders' Meeting, contain any
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading. If at any time prior
to the Effective Time any event relating to AT&T or any of its respective
Affiliates, officers or directors should be discovered by AT&T which should be
set forth in an amendment or supplement to the Registration Statement or an
amendment or supplement to the Joint Proxy Statement, AT&T shall promptly
inform the Holding Company, TeleCorp and Tritel.

   5.6 Waiver. AT&T has all necessary corporate power and authority to execute
and deliver the Waiver (as defined below) contained in Section 6.17(b). The
granting of such Waiver has been duly and validly authorized by all corporate
action on the part of AT&T and no other corporate proceedings on the part of
AT&T are necessary to authorize the Waiver. The Waiver constitutes a legal,
valid and binding obligation of AT&T in accordance with its terms.

   5.7 Investment Experience. AT&T is an "accredited investor" as defined in
Rule 501(a) under the Securities Act. AT&T has reviewed the TeleCorp SEC
Reports, the Tritel SEC Reports and this Agreement and

                                      A-38
<PAGE>

all exhibits and schedules hereto, and has had the opportunity to ask questions
and receive answers from representatives of TeleCorp and Tritel. AT&T is aware
of TeleCorp's and Tritel's business affairs and financial condition and has had
access to and has acquired sufficient information about the Holding Company to
reach an informed and knowledgeable decision to acquire the Shares. AT&T has
such business and financial experience as is required to give it the capacity
to evaluate the merits and risks of the investment in the Shares and to protect
its own interests in connection with the purchase of the Shares. AT&T is able
to bear the economic risk of holding the Shares to be purchased by it for an
indefinite period, including the loss of AT&T's entire investment. The Shares
were not offered or sold to AT&T by any form of general solicitation or
advertising within the meaning of Rule 502(c) under the Securities Act.

   5.8 Investment Intent. AT&T (or its Affiliate) is purchasing the Shares for
its own account as principal, for investment purposes only, and not with a view
to, or for, resale, distribution or fractionalization thereof, in whole or in
part, within the meaning of the Securities Act, in any manner that would
violate the Securities Act. AT&T understands that the acquisition of the Shares
has not been registered under the Securities Act or registered or qualified
under any state securities laws in reliance on specific exemptions therefrom,
which exemptions may depend upon, among other things, the bona fide nature of
AT&T's investment intent as expressed herein.

   5.9 Registration or Exemption Requirements. AT&T acknowledges that the
Shares have not been registered under the Securities Act. AT&T further
acknowledges and understands that the Shares may not be resold or otherwise
transferred except in a transaction registered under the Securities Act or
pursuant to an exemption from the registration requirements of the Securities
Act. AT&T understands that the certificate(s) evidencing the Shares will be
imprinted with a legend that prohibits the transfer of such Shares unless: (i)
they are registered under the Securities Act or such registration is not
required, or (ii) (a) the transfer is pursuant to an exemption from
registration, and (b) if the Holding Company shall so request in writing, an
opinion satisfactory to the Holding Company of AT&T's counsel is obtained to
the effect that the transaction does not require registration under the
Securities Act, will not be in violation of the Securities Act and is in
compliance with any applicable federal and state laws.

                                   ARTICLE VI

                             ADDITIONAL AGREEMENTS

   6.1 Access to Information; Confidentiality.

   (a) TeleCorp agrees that, during the period commencing on the date hereof
and ending on earlier to occur of the termination of this Agreement in
accordance with ARTICLE VIII or the Closing Date (in either case, the "Interim
Period"'), (i) it will give or cause to be given to Tritel and its counsel,
financial advisors, auditors and other authorized representatives
(collectively, "Representatives"') such access, during normal business hours
and upon reasonable advance notice, to the plants, properties, books and
records of TeleCorp and its Subsidiaries as Tritel may from time to time
reasonably request; provided, however, that TeleCorp shall have the right to
have a representative present at all such times, (ii) it will furnish or cause
to be furnished to Tritel and its Representatives such financial and operating
data and other information as Tritel may from time to time reasonably request,
and (iii) it will provide Tritel and its Representatives such access to the
representatives, officers and employees of TeleCorp and its Subsidiaries as
Tritel may reasonably request; provided, that all requests for information, to
visit plants or facilities or to interview employees shall be directed to the
Chief Financial Officer of TeleCorp or such other Person as he shall designate.
Tritel agrees that it will, and will cause its Representatives to, continue to
treat all information so obtained from TeleCorp as "Evaluation Material" under
the Letter Agreement entered into between TeleCorp and Tritel dated as of
February 24, 2000 ( the "Confidentiality Agreement"', and will continue to
honor its obligations thereunder and that, if requested by TeleCorp, it will
cause any of its Representatives so requested to enter into a written agreement
acknowledging the terms of the Confidentiality Agreement and agreeing to be
bound thereby.

                                      A-39
<PAGE>

   (b) Tritel agrees that, during the Interim Period: (i) it will give or cause
to be given to TeleCorp and its Representatives such access, during normal
business hours and upon reasonable advance notice, to the plants, properties,
books and records of Tritel and its Subsidiaries as Tritel may from time to
time reasonably request; provided, however, that Tritel shall have the right to
have a representative present at all such times, (ii) it will furnish or cause
to be furnished to TeleCorp and its Representatives such financial and
operating data and other information as TeleCorp may from time to time
reasonably request, and (iii) it will provide TeleCorp and its Representatives
such access to the representatives, officers and employees of Tritel and its
Subsidiaries as TeleCorp may reasonably request; provided, that all requests
for information, to visit plants or facilities or to interview employees shall
be directed to the Chief Financial Officer of Tritel or such other Person as he
shall designate. TeleCorp agrees that it will, and will cause its
Representatives to, continue to treat all information so obtained from Tritel
as "Evaluation Material" under the Confidentiality Agreement, and will continue
to honor its obligations thereunder and that, if requested by Tritel, it will
cause any of its Representatives so requested to enter into a written agreement
acknowledging the terms of the Confidentiality Agreement and agreeing to be
bound thereby.

   (c) Each of TeleCorp and Tritel agrees that, during the Interim Period: (i)
it will give or cause to be given to AT&T and its Representatives such access,
during normal business hours and upon reasonable advance notice, to the plants,
properties, books and records of it and its Subsidiaries as AT&T may from time
to time reasonably request; provided, however, that TeleCorp or Tritel, as
applicable, shall have the right to have a representative present at all such
times; (ii) it will furnish or cause to be furnished to AT&T and its
Representatives such financial and operating data and other information as AT&T
may from time to time reasonably request; and (iii) it will provide AT&T and
its Representatives such access to the representatives, officers and employees
of TeleCorp and Tritel and their respective Subsidiaries as AT&T may reasonably
request provided that all requests for information to visit plants or
facilities or to interview employees shall be directed to the Chief Financial
Officer of Tritel or TeleCorp, as applicable, or to such other person as such
Chief Financial Officer shall designate. AT&T agrees that it will, and will
cause its Representatives to, continue to treat all information so obtained
from Tritel or TeleCorp, as applicable, as confidential under the
confidentiality provisions of its stockholders agreement with Tritel or
TeleCorp, as applicable, and after the Effective Time with the Holding Company,
and will continue to honor its obligations thereunder.

   6.2 Conduct of Business Pending the Closing Date.

   (a) TeleCorp agrees with Tritel that, except as permitted, required or
contemplated by this Agreement, as described on Schedule B hereto, as described
in reasonable detail on Schedule 6.2(a) or as otherwise consented to in writing
by Tritel (which consent shall not be unreasonably withheld or delayed), during
the Interim Period:

     (i) it shall cause its business to be conducted only in the Ordinary
  Course of Business provided, however, that no action by TeleCorp or any of
  its Subsidiaries with respect to matters specifically addressed by any
  other provision of this Section 6.2(a) shall be deemed a breach of this
  clause (i) unless such action would constitute a breach of one or more of
  such other provisions;

     (ii) it will use all commercially reasonable efforts to preserve
  substantially intact its business organization, to keep available the
  services of its employees and to preserve the current relationships with
  its customers, suppliers and other persons with which it has significant
  business relations;

     (iii) it shall not, and shall not permit any of its Subsidiaries to:

       (A) amend its Certificate of Incorporation or By-laws or other
    equivalent organizational document

       (B) merge or consolidate, or obligate itself to do so, with or into
    any other entity;

       (C) issue or sell any shares of its capital stock or other equity
    interests in or securities convertible into or exchangeable for such
    shares or equity interests, or sell or transfer any assets,

                                      A-40
<PAGE>

    except for the exercise of outstanding options or convertible
    securities, sales of assets in the Ordinary Course of Business, other
    asset sales for consideration aggregating not more than $25,000,000 in
    the aggregate, the issuance of up to 1,000,000 shares of TeleCorp Class
    A Voting Common Stock in acquisition transactions, and the granting of
    stock options to purchase Shares of Class A TeleCorp Common Stock to
    employees, and no more than 25% of such options being granted to
    employees who are in a category of senior vice president or higher, in
    an aggregate amount not to exceed options to purchase more than 2
    million shares of Class A TeleCorp Common Stock, with an exercise price
    not less than the average closing bid price of the TeleCorp Common
    Stock for the five trading days prior to the date hereof and with a 4
    year vesting schedule (with 50% vesting in equal installment over such
    4 year period and 50% vesting at the end of such 4 year period);

       (D) split, combine or reclassify any outstanding shares of its
    capital stock;

       (E) declare, set aside, make or pay any dividend (other than
    dividends by Subsidiaries of TeleCorp to wholly owned Subsidiaries of
    TeleCorp or to TeleCorp) or other distribution, payable in stock,
    property or otherwise, with respect to any of its capital stock except
    in the Ordinary Course of Business or redeem, purchase or otherwise
    acquire or offer to redeem, purchase or otherwise acquire any shares of
    its capital stock except the acquisition, redemption or repurchase of
    capital stock pursuant to existing arrangements;

       (F) establish or materially increase any bonus, insurance,
    severance, deferred compensation, pension, retirement, profit sharing,
    stock option (including, without limitation, the granting of stock
    options, stock appreciation rights, performance awards, or restricted
    stock awards), stock purchase or other employee benefit plan, or
    otherwise increase the compensation payable or to become payable to any
    of its officers or key employees or those of any Subsidiary, except in
    the Ordinary Course of Business, as permitted under sub-clause (C)
    above or as may be required to comply with applicable law or existing
    contractual arrangements;

       (G) enter into any employment or severance agreement with any of its
    employees or establish, adopt or enter into any collective bargaining
    agreement, except in the Ordinary Course of Business or as may be
    required by applicable law or existing contractual arrangements;

       (H) acquire (including, without limitation, by merger, consolidation
    or acquisition of stock or assets) any corporation, partnership,
    limited liability company, other business organization or any division
    thereof for consideration in excess of $50,000,000 in the aggregate or
    with capital stock other than in accordance with the exception to sub-
    clause (C) above or enter into any joint venture;

       (I) assume, guarantee or endorse, or otherwise as an accommodation
    become responsible for, the obligations of any Person, or make any
    loans or advances, except in the Ordinary Course of Business and except
    in connection with transaction permitted by clause (M) below;

       (J) make any capital expenditures that are not provided for in the
    capital expenditure budget previously provided to Tritel aggregating in
    excess of $25,000,000;

       (K) make a purchase commitment inconsistent with past practice or
    materially in excess of the normal, ordinary and usual requirements;

       (L) change accounting methods, principles or practices, except
    insofar as may be required by a change in GAAP;

       (M) incur any indebtedness for borrowed money other than (i)
    indebtedness incurred pursuant to credit facilities in effect on the
    date hereof, (ii) additional unsecured indebtedness in an aggregate
    amount not to exceed $100,000,000, (iii) sale-leaseback transactions
    for tower facilities and (iv) indebtedness assumed pursuant to
    acquisition transactions permitted by clause (H) above, or mortgage or
    pledge any of its property or assets relating to its business or
    subject any such assets to any material encumbrance other than (i)
    Permitted Encumbrances and (ii) in connection with indebtedness
    permitted to be incurred pursuant to this clause (M);

                                      A-41
<PAGE>

       (N) sell, assign, transfer or license any TeleCorp Intellectual
    Property Rights, except in the Ordinary Course of Business;

       (O) enter into, amend, terminate, take or omit to take any action
    that would constitute a material violation of or default under, or
    waive any material rights under, any TeleCorp Material Contract;

       (P) take any action or fail to take any reasonable action permitted
    by this Agreement if such action or failure to take action would result
    in (x) any of its representations and warranties set forth in this
    Agreement becoming untrue in any material respect or (y) any of the
    conditions to the Closing set forth in Article VII of this Agreement
    not being satisfied;

       (Q) take any action or fail to take any action that would prevent
    the Mergers and the Contribution from constituting a tax-free
    transaction within the meaning of Section 351 of the Code or that would
    cause either Merger to fail to qualify as a tax-free reorganization
    under Section 368(a) of the Code; or

       (R) enter into or amend any contract, agreement, commitment or
    arrangement with respect to any matter otherwise prohibited by this
    Section 6.2(a).

   (b) Tritel agrees with TeleCorp that, except as permitted, required or
contemplated by this Agreement, as described on Schedule B hereto, as described
in reasonable detail on Schedule 6.2(b) or as otherwise consented to in writing
by TeleCorp (which consent shall not be unreasonably withheld or delayed),
during the Interim Period:

     (i) it shall cause its business to be conducted only in the Ordinary
  Course of Business provided, however, that no action by Tritel or any of
  its Subsidiaries with respect to matters specifically addressed by any
  other provision of this Section 6.2(b) shall be deemed a breach of this
  clause (i) unless such action would constitute a breach of one or more such
  other provisions;

     (ii) it will use all commercially reasonable efforts to preserve
  substantially intact its business organization, to keep available the
  services of its employees and to preserve the current relationships with
  its customers, suppliers and other persons with which it has significant
  business relations;

     (iii) it shall not, and shall not permit any of its Subsidiaries to:

       (A) amend its Certificate of Incorporation or By-laws or other
    equivalent organizational document

       (B) merge or consolidate, or obligate itself to do so, with or into
    any other entity;

       (C) issue or sell any shares of its capital stock or other equity
    interests in or securities convertible into or exchangeable for such
    shares or equity interests; or sell or transfer any Assets, except for
    the exercise of outstanding options or convertible securities, sales of
    assets in the Ordinary Course of Business, other asset sales for
    consideration aggregating not more than $25,00,000 in the aggregate,
    the issuance of up to 1,000,000 shares of Tritel Class A Voting Common
    Stock in acquisition transactions and the granting of stock options to
    purchase shares of Tritel Class A Common Stock to employees, and no
    more than 25% of such options being granted to employees who are in a
    category of senior vice president or higher, in an aggregate amount not
    to exceed options to purchase more than 2.6 million shares of Tritel
    Class A Common Stock with an exercise price not less than the average
    closing bid price of the Tritel Class A Common Stock for the five
    trading days prior to the date hereof and with a 4 year vesting
    schedule (with 50% vesting in equal installments over such 4 year
    period and 50% vesting at the end of such 4 year period); it being
    understood that Tritel may amend the 1999 Tritel Stock Option Plan to
    permit the grants described herein.

       (D) split, combine or reclassify any outstanding shares of its
    capital stock;

                                      A-42
<PAGE>

       (E) declare, set aside, make or pay any dividend (other than
    dividends by Subsidiaries of Tritel to wholly owned Subsidiaries of
    Tritel or to Tritel) or other distribution, payable in stock, property
    or otherwise, with respect to any of its capital stock except in the
    Ordinary Course of Business or redeem, purchase or otherwise acquire
    any shares of its capital stock except the acquisition, redemption or
    repurchase of capital stock pursuant to existing arrangements;

       (F) establish or materially increase any bonus, insurance,
    severance, deferred compensation, pension, retirement, profit sharing,
    stock option (including, without limitation, the granting of stock
    options, stock appreciation rights, performance awards, or restricted
    stock awards), stock purchase or other employee benefit plan, or
    otherwise increase the compensation payable or to become payable to any
    of its officers or key employees or those of any Subsidiary, except in
    the Ordinary Course of Business, as permitted under sub-clauses (C)
    above and (G) below or as may be required to comply with applicable law
    or existing contractual arrangements; (notwithstanding the foregoing,
    Tritel may amend its Restricted Stock Agreements (a) to fully vest all
    recipients thereof on or before December 31, 2002, and in the event (i)
    any recipient of a grant thereunder is terminated without cause, (ii)
    there is a diminution in the recipient's current authority,
    responsibilities, duties, position or title or (iii) the recipient is
    required to relocate more than 50 miles from Tritel's current
    headquarters in Jackson, Mississippi; (b) to remove the automatic
    repurchase provisions relating to the change of control that would be
    caused by the Mergers; (c) to amend the provisions relating to the
    requirement to pay upon exercise; (d) to provide for a payment to the
    recipient of an amount necessary to offset the income and excise tax
    effects of the amendments and the Merger with an aggregate cost to
    Tritel under (i) this sub-clause (d), (ii) the PROVISO immediately
    succeeding this sub-clause (d) (of the nature described in this sub-
    clause (d)) and (iii) paragraph (G) of this Section 6.2(b)(III) (of the
    nature described in this sub-clause (d)), not to exceed, in the
    aggregate, $26,000,000; provided, however, that Tritel may amend the
    employment agreement of Mr. William Arnett to fully vest all restricted
    stock awards at the Effective Time and make other changes similar to
    those to be made to the Restricted Stock Agreement; and; provided,
    further, however, Tritel may amend the Restricted Stock Agreement of
    Karlen Turbeville to provide for immediate vesting of all her
    restricted stock awards upon a significant change in the scope of her
    job responsibilities (it being understood that any requirement of
    significant travel shall be deemed a significant change in scope of
    responsibilities and that employment by Tritel II and not the Holding
    Company shall not, per se, be a factor constituting a significant
    change in scope of responsibilities);

       (G) enter into any employment or severance agreement with any of its
    employees, other than the agreements dated the date hereof with Messrs.
    Mounger and Martin and attached as Exhibits J-1 and J-2 hereto, or
    establish, adopt or enter into any collective bargaining agreement,
    except in the Ordinary Course of Business or as may be required by
    applicable law or existing contractual arrangements;

       (H) acquire (including, without limitation, by merger, consolidation
    or acquisition of stock or assets) any corporation, partnership,
    limited liability company, other business organization or any division
    thereof for consideration in excess of $50,000,000 in the aggregate or
    with capital stock other than in accordance with the exception to sub-
    clause (c) above or enter into any joint venture;

       (I) assume, guarantee or endorse, or otherwise as an accommodation
    become responsible for, the obligations of any Person, or make any
    loans or advances, except in the Ordinary Course of Business and except
    in connection with transactions permitted by clause (m) below;

       (J) make any capital expenditures that are not provided for in the
    capital expenditures budget previously provided to Tritel aggregating
    in excess of $25,000,000;

       (K) make a purchase commitment inconsistent with past practice or
    materially in excess of the normal, ordinary and usual requirements;

                                      A-43
<PAGE>

       (L) change accounting methods, principles or practices, except
    insofar as may be required by a change in GAAP;

       (M) incur any indebtedness for borrowed money other than (i)
    indebtedness incurred pursuant to credit facilities in effect on the
    date hereof, (ii) additional unsecured indebtedness in an aggregate
    amount not to exceed $100,000,000, (iii) sale-leaseback transactions
    for tower facilities and (iv) indebtedness assumed pursuant to
    acquisition transactions permitted by clause (H) above, or mortgage or
    pledge any of its property or assets relating to its business or
    subject any such assets to any material encumbrance other than (i)
    Permitted Encumbrances and (ii) in connection with indebtedness
    permitted to be incurred pursuant this to clause (M);

       (N) sell, assign, transfer or license any Tritel Intellectual
    Property Rights, except in the Ordinary Course of Business;

       (O) enter into, amend, terminate, take or omit to take any action
    that would constitute a material violation of or default under, or
    waive any material rights under, any Tritel Material Contract;

       (P) take any action or fail to take any reasonable action permitted
    by this Agreement if such action or failure to take action would result
    in (x) any of its representations and warranties set forth in this
    Agreement becoming untrue in any material respect or (y) any of the
    conditions to the Closing set forth in ARTICLE VII of this Agreement
    not being satisfied;

       (Q) take any action, or fail to take any action, that would prevent
    the Mergers and the Contribution from constituting a tax-free
    transaction within the meaning of Section 351 of the Code or that would
    cause either Merger to fail to qualify as a tax-free reorganization
    under Section 368(a) of the Code; or

       (R) enter into or amend any contract, agreement, commitment or
    arrangement with respect to any matter otherwise prohibited by this
    Section 6.2(b).

   (c) The provisions of this Section 6.2 shall be without prejudice to any
approval, veto or similar rights AT&T may have with respect to any of the
actions or events specified above.

   6.3 Registration Statement; Other Filings; Board Recommendations.

   (a) As promptly as practicable after the execution of this Agreement,
TeleCorp and Tritel will cooperate in preparing and will cause the Holding
Company to, and the Holding Company shall, file with the SEC the Registration
Statement, which shall include the Joint Proxy Statement. Each of TeleCorp and
Tritel will respond jointly and promptly to any comments of the SEC, will use
its respective reasonable best efforts to cause the Holding Company to have the
Registration Statement declared effective under the Securities Act as promptly
as practicable after such filing, and TeleCorp and Tritel will cause the Joint
Proxy Statement to be mailed to their respective stockholders at the earliest
practicable time after the Registration Statement has been declared effective
by the SEC. As promptly as practicable after the date of this Agreement, each
of TeleCorp and Tritel will prepare and file any other documents required to be
filed by it under the Exchange Act, the Securities Act or any other Federal,
state, foreign or Blue Sky or related laws relating to the Mergers and the
transactions contemplated by this Agreement (the "Other Filings"). No amendment
or supplement to the Joint Proxy Statement or the Registration Statement will
be made by TeleCorp, Tritel or the Holding Company, in the case of the Joint
Proxy Statement, without the prior approval of each other party, or, in the
case of the Registration Statement, without the prior approval or TeleCorp and
Tritel. Each of the Holding Company, TeleCorp and Tritel will notify the other
promptly upon the receipt of any comments from the SEC or its staff or any
other government officials and of any request by the SEC or its staff or any
other government officials for amendments or supplements to the Registration
Statement, the Joint Proxy Statement or any Other Filing or for additional
information and will supply the other with copies of all correspondence between
such party or any of its representatives, on the one hand, and the SEC, or its
staff or any other government officials, on the

                                      A-44
<PAGE>

other hand, with respect to the Registration Statement, the Joint Proxy
Statement, the Mergers or any Other Filing. Each of the Holding Company,
TeleCorp and Tritel will cause all documents that it is responsible for filing
with the SEC or other regulatory authorities under this Section 6.3(a) to
comply in all material respects with all applicable requirements of law and the
rules and regulations promulgated thereunder. Whenever any event occurs that is
required to be set forth in an amendment or supplement to the Joint Proxy
Statement, the Registration Statement or any Other Filing, the Holding Company,
TeleCorp, or Tritel, as the case may be, will promptly inform the other of such
occurrence and cooperate in filing with the SEC or its staff or any other
government officials, and/or mailing to stockholders of TeleCorp or Tritel,
such amendment or supplement. Tritel and TeleCorp will cooperate with AT&T and
provide AT&T a reasonable opportunity to review and comment on any public
statements or filings made with any Governmental Authority; it being understood
that the consent of AT&T will not be required as a condition to any such
filings.

   (b) The Joint Proxy Statement will include (x) the unanimous recommendation
of the TeleCorp Board of Directors in favor of the adoption and approval of
this Agreement and the First Merger (the "Telecorp Proposals") (except that,
notwithstanding anything to the contrary contained in this Agreement, the
TeleCorp Board may withdraw, modify or refrain from making such recommendation
or recommend a Superior Proposal (as defined in Section 6.5 of this Agreement)
to the extent that the TeleCorp Board of Directors determines, in good faith,
after consultation with, and based upon the advice of, outside legal counsel,
that such action is necessary for the TeleCorp Board of Directors to comply
with its fiduciary duties to its stockholders under the DGCL) and (y) the
unanimous recommendation of the Tritel Board of Directors in favor of the
adoption and approval of this Agreement and the Second Merger (the "Tritel
Proposals") (except that, notwithstanding anything to the contrary contained in
this Agreement, the Tritel Board of Directors may withdraw, modify or refrain
from making such recommendation or recommend a Superior Proposal to the extent
that the Tritel Board of Directors determines, in good faith, after
consultation with, and based upon the advice of, outside legal counsel, that
such action is necessary for the Tritel Board of Directors to comply with its
fiduciary duties to its stockholders under the DGCL).

   6.4 Meeting of Company Stockholders.

   (a) TeleCorp shall promptly after the date hereof take all action necessary
in accordance with the DGCL and its Certificate of Incorporation and By-laws to
duly call, give notice of and hold the TeleCorp Stockholders' Meeting as soon
as practicable following the date hereof in order to permit the consummation of
the First Merger prior to the Outside Date (as defined below), for the purpose
of obtaining approval of the TeleCorp Proposals. Once the TeleCorp
Stockholders' Meeting has been called and noticed, TeleCorp shall not postpone
or adjourn (other than for the absence of a quorum and then only to the next
possible future date) the TeleCorp Stockholders' Meeting. The Board of
Directors of TeleCorp has declared that this Agreement is advisable and,
subject to Section 6.3(b), shall recommend that this Agreement and the
transactions contemplated hereby be approved and authorized by the stockholders
of TeleCorp and shall include in the Registration Statement and Proxy Statement
such recommendations. The Board of Directors of TeleCorp shall submit this
Agreement to the stockholders of TeleCorp, whether or not the Board of
Directors of TeleCorp at any time changes, withdraws or modifies its
recommendation. TeleCorp shall solicit from stockholders of TeleCorp proxies in
favor of the First Merger and shall take all other action necessary or
advisable to secure the vote or consent of stockholders required by the DGCL
and its Certificate of Incorporation to authorize this Agreement and the First
Merger, except to the extent the TeleCorp Board of Directors determines in good
faith, after consultation with counsel, that doing so would cause the TeleCorp
Board or Directors to breach its fiduciary duties to its stockholders under the
DGCL. Without limiting the generality of the foregoing, (i) TeleCorp agrees
that its obligation to duly call, give notice of, convene and hold the TeleCorp
Stockholders' Meeting as required by this Section 6.4, shall not be affected by
any withdrawal, amendment or modification of the Board of Directors'
recommendation of the First Merger and this Agreement, and (ii) TeleCorp agrees
that its obligations under this Section 6.4 shall not be affected by the
commencement, public proposal, public disclosure or communication to TeleCorp
of any Acquisition Proposal.

                                      A-45
<PAGE>

   (b) Tritel shall promptly after the date hereof take all action necessary in
accordance with the DGCL and its Certificate of Incorporation and By-laws to
duly call, give notice of and hold the Tritel Stockholders' Meeting as soon as
practicable following the date hereof in order to permit the consummation of
the Second Merger prior to the Outside Date, for the purpose of obtaining
approval of the Tritel Proposals. Once the Tritel Stockholders' Meeting has
been called and noticed, Tritel shall not postpone or adjourn (other than for
the absence of a quorum and then only to the next possible future date) the
Tritel Stockholders' Meeting. The Board of Directors of Tritel has declared
that this Agreement is advisable and, subject to Section 6.3(b), shall
recommend that this Agreement and the transactions contemplated hereby be
approved and authorized by the stockholders of Tritel and shall include in the
Registration Statement and Proxy Statement such recommendations. The Board of
Directors of Tritel shall submit this Agreement to the stockholders of Tritel,
whether or not the Board of Directors of Tritel at any time changes, withdraws
or modifies its recommendation. Tritel shall solicit from stockholders of
Tritel proxies in favor of the Second Merger and shall take all other action
necessary or advisable to secure the vote or consent of stockholders required
by the DGCL and its Certificate of Incorporation to authorize this Agreement
and the Second Merger, except to the extent the Tritel Board of Directors
determines in good faith, after consultation with counsel, that doing so would
cause the Tritel Board of Directors to breach its fiduciary duties to its
stockholders under the DGCL. Without limiting the generality of the foregoing,
(i) Tritel agrees that its obligation to duly call, give notice of, convene and
hold the Tritel Stockholders' Meeting as required by this Section 6.4, shall
not be affected by any withdrawal, amendment or modification of the Board of
Directors' recommendation of the Second Merger and this Agreement, and (ii)
Tritel agrees that its obligations under this Section 6.4 shall not be affected
by the commencement, public proposal, public disclosure or communication to
Tritel any Acquisition Proposal.

   6.5 Non-Solicitation.

   (a) From and after the date of this Agreement until the earlier of the
Effective Time or the termination of this Agreement in accordance with Article
VIII, neither TeleCorp nor Tritel shall, nor shall they permit any of their
Subsidiaries to, nor shall they authorize or permit any of their respective
officers, directors or employees to, and shall use their commercially
reasonable efforts to cause any investment banker, financial advisor, attorney,
accountant, or other representatives retained by them or any of their
respective Subsidiaries not to, directly or indirectly, through any other
Person, (i) solicit, initiate or encourage (including by way of furnishing
information) any proposals that constitute, or could reasonably be expected to
result in, a proposal or offer for an Acquisition Proposal, or (ii) engage in
negotiations or discussions concerning, or provide any non-public information
regarding TeleCorp or Tritel, as applicable, to any person or entity relating
to, any Acquisition Proposal, or (iii) agree to, approve or recommend to its
stockholders any Acquisition Proposal; provided, however, that nothing
contained in this Agreement shall prevent TeleCorp or its Board of Directors or
Tritel or its Board of Directors, as the case may be, from (a) furnishing non-
public information to, or entering into discussions with, any person or entity
in connection with an unsolicited bona fide written Acquisition Proposal by
such person or entity (including a new and unsolicited Acquisition Proposal
received by TeleCorp or Tritel after the execution of this Agreement from a
person or entity whose initial contact with TeleCorp or Tritel may have been
solicited by TeleCorp or Tritel, respectively, prior to the execution of this
Agreement) if and only to the extent that (1) the Board of Directors of
TeleCorp or the Board of Directors of Tritel, as the case may be, believes in
good faith (after consultation with its financial advisors) that such
Acquisition Proposal would, if consummated, result in a transaction more
favorable to TeleCorp stockholders or Tritel stockholders, respectively, from a
financial point of view than the transactions contemplated by this Agreement
(any such more favorable Acquisition Proposal being referred to in this
Agreement as a "Superior Proposal") and the Board of Directors of TeleCorp or
the Board of Directors of Tritel determines in good faith after consultation
with its outside legal counsel that such action could be reasonably deemed
necessary for the Board of Directors of TeleCorp or the Board of Directors of
Tritel, as the case may be, to comply with its fiduciary duties to its
stockholders under applicable law and (2) prior to furnishing such non-public
information to, or entering into discussions or negotiations with, such Person
or entity, such Board of Directors receives from such Person or entity an
executed non-disclosure agreement with terms no less favorable to such party
than those contained in

                                      A-46
<PAGE>

the Confidentiality Agreement, (b) complying with Rules 14d-9 and 14e-2(a)
promulgated under the Exchange Act, with regard to an Acquisition Proposal or
(c) making any disclosure to its stockholders if, in the good faith judgment of
the Board of Directors of such party, after receipt of advice from outside
counsel, failure to disclose would result in a reasonable likelihood that such
Board of Directors would breach its duties to such party's stockholders under
applicable law. Each of TeleCorp and Tritel shall promptly notify the other
party and AT&T orally and in writing of any request for information or of any
proposal in connection with an Acquisition Proposal, the material terms and
conditions of such request or proposal and the identity of the person making
such request or proposal. Each of TeleCorp and Tritel will keep the other party
and AT&T reasonably informed of the status (including amendments or proposed
amendments) of such request or proposal on a current basis. Each of TeleCorp
and Tritel shall immediately cease and terminate any existing solicitation,
initiation, encouragement activity, discussion or negotiation with any persons
conducted heretofore by them or their representatives with respect to the
foregoing.

   (b) Each of TeleCorp and Tritel (i) agrees not to release any Third Party
(as defined below) from, or waive any provision of, or fail to enforce, any
standstill agreement or similar agreement to which it is a party related to, or
which could affect, an Acquisition Proposal and (ii) acknowledges that the
provisions of clause (i) are an important and integral part of this Agreement.

   (c) For purposes of this Agreement, "Acquisition Proposal" means a proposal
or intended proposal, regarding any of (i) a transaction or series of
transactions pursuant to which any Person (or group of Persons) other than any
party hereto ("Party") and its Subsidiaries (a "Third Party") acquires or would
acquire, directly or indirectly, beneficial ownership (as defined in Rule 13d-3
under the Exchange Act) of more than twenty percent (20%) of the outstanding
shares of TeleCorp or Tritel, as the case may be, whether from TeleCorp or
Tritel, as the case may be, or pursuant to a tender offer or exchange offer or
otherwise, (ii) any acquisition or proposed acquisition of, or business
combination with TeleCorp or Tritel, as applicable, by a merger or other
business combination (including any so-called "merger-of-equals" and whether or
not TeleCorp or Tritel, as the case may be, is the entity surviving any such
merger or business combination), or (iii) any other transaction pursuant to
which any Third Party acquires or would acquire, directly or indirectly,
control of assets (including for this purpose the outstanding equity securities
of Subsidiaries of TeleCorp or Tritel, as the case may be, and any entity
surviving the merger or business combination including any of them) of TeleCorp
or Tritel, as the case may be, for consideration equal to twenty percent (20%)
or more of the fair market value of all of the outstanding shares of TeleCorp
or twenty percent (20%) or more of the fair market value of all of the
outstanding shares of Tritel, as the case may be, on the date of this
Agreement.

   6.6 Subsequent Financial Statements. Prior to the Effective Time, each of
TeleCorp or Tritel will timely file with the SEC, each Annual Report on Form
10-K, Quarterly Report on Form 10-Q and Current Report on Form 8-K required to
be filed by such Party under the Exchange Act and the rules and regulations
promulgated thereunder and will promptly deliver to the other copies of each
such report filed with the SEC. As of their respective dates, none of such
reports shall contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The respective audited financial statements and unaudited
interim financial statements of each of TeleCorp or Tritel, as the case may be,
included in such reports will fairly present the financial position of such
Party and its Subsidiaries as at the dates thereof and the results of their
operations and cash flows for the periods then ended in accordance with GAAP
applied on a consistent basis and, subject, in the case of unaudited interim
financial statements, to normal year-end adjustments and any other adjustments
described therein.

   6.7 NASDAQ National Market Listing. TeleCorp and Tritel agree to cooperate
to have the shares of Class A Voting Common Stock issuable in connection with
the Mergers approved for quotation on the Nasdaq National Market System subject
only to official notice of issuance.

   6.8 Comfort Letters. TeleCorp shall use its reasonable best efforts to cause
PricewaterhouseCoopers LLP, certified public accountants to TeleCorp, to
provide a letter reasonably acceptable to Tritel, relating to

                                      A-47
<PAGE>

their review of the financial statements relating to TeleCorp contained in or
incorporated by reference in the Registration Statement. Tritel shall use its
reasonable best efforts to cause KPMG Peat Marwick, certified public
accountants to Tritel, to provide a letter reasonably acceptable to TeleCorp,
relating to their review of the financial statements relating to Tritel
contained in or incorporated by reference in the Registration Statement.

   6.9 Further Actions.

   (a) Subject to the terms and conditions hereof, TeleCorp, Tritel and AT&T
agree to use all reasonable efforts to take, or cause to be taken, all action
and to do, or cause to be done, all things necessary, proper or advisable to
consummate and make effective the transactions contemplated by this Agreement
and the Related Agreements, including, without limitation, using all reasonable
best efforts: (i) to obtain prior to the Closing Date all licenses,
certificates, permits, consents, approvals, authorizations, qualifications and
orders of governmental authorities and any other Person, including Persons who
are parties to contracts with TeleCorp or any of its Subsidiaries, Tritel or
any of its Subsidiaries or AT&T or any of its Subsidiaries as are necessary for
the consummation of the transactions contemplated hereby or thereby, including,
without limitation, such consents and approvals as may be required under the
Communications Act, the HSR Act and any similar Federal, state or foreign
legislation; (ii) to effect all necessary registrations and filings; and (iii)
to furnish to each other such information and assistance as reasonably may be
requested in connection with the foregoing. Each of TeleCorp, Tritel and AT&T
shall cooperate fully with each other to the extent reasonably required to
obtain such consents. Notwithstanding the foregoing or anything to the contrary
in this Agreement, (i) without the prior written consent of TeleCorp, Tritel
will not incur aggregate out-of-pocket costs (not including legal fees) in
excess of the amount specified in Schedule 6.9 to obtain third party consents
and approvals (other than governmental consents and approvals) to consummate
the Mergers and (ii) AT&T shall not be required to expend any significant
moneys or make any other concessions to third parties to obtain any consents or
approvals required under this Agreement and the Related Agreements.

   (b) Tritel, TeleCorp and AT&T shall make all filings which may be required
by each of them in connection with the consummation of the transactions
contemplated hereby under the HSR Act and any similar Federal, state or foreign
legislation no later than March 31, 2000.

   (c) TeleCorp, Tritel and AT&T shall each use their reasonable best efforts
to resolve any competitive issues relating to or arising under the HSR Act or
any other Federal, state or foreign antitrust or fair trade law raised by any
Governmental Entity in connection with the transactions contemplated by this
Agreement or the Related Agreements. If such offers are not accepted by such
Governmental entity, TeleCorp (with Tritel's cooperation) shall pursue all
litigation resulting from such issues. The parties hereto will consult and
cooperate with one another, and consider in good faith the views of one
another, in connection with any analyses, appearances, presentations,
memoranda, briefs, arguments, opinions and proposals made or submitted by or on
behalf or any party hereto in connection with proceedings under or relating to
the HSR Act or any other Federal, state or foreign antitrust or fair trade law.
In the event of a challenge to the transaction contemplated by this Agreement
pursuant to the HSR Act, the parties hereto shall use their reasonable best
efforts to defeat such challenge, including by institution and defense of
litigation, or to settle such challenge on terms that permit the consummation
of the Mergers and the Contribution; provided, however, that nothing herein
shall require either party to agree to divest or hold separate any portion of
its business or otherwise take action that could reasonably be expected to
impair the ability of (i) the Holding Company, to own and operate the
respective businesses of TeleCorp and Tritel after the Closing or (ii) AT&T, to
own the Shares after the Closing, or (iii) TeleCorp, Tritel or AT&T, as the
case may be, to own and operate their respective business if the transactions
contemplated hereby are not consummated, in either case, in substantially the
same manner as operated immediately prior to the date hereof or impair the
ability of the Holding Company to own and operate the Contributed Property as
contemplated by this Agreement. Without limiting the foregoing, in the event
that either the Federal Trade Commission or the Antitrust Division of the
United Department of Justice should issue

                                      A-48
<PAGE>

a Request for Additional Information or Documentary Material under 17 C.F.R.
ss.803.20 (a "Second Request"), then TeleCorp, Tritel and, if applicable, AT&T
each agree to use their reasonable best efforts to respond fully to such Second
Request within 20 days after its receipt and shall promptly make any further
filings or information submissions and use its reasonable efforts to make any
employee available for interview or testimony pursuant to the foregoing (both
before and after any Second Request) whose interview or testimony may be
necessary, proper or advisable.

   6.10 Notification. Each party shall promptly notify the other parties of:

   (a) any notice or other communication from any Person alleging that the
consent of such Person is or may be required in connection with the
transactions contemplated by this Agreement or the Related Agreements;

   (b) any material notice or other communication from any Governmental Entity
in connection with the transactions contemplated by this Agreement or the
Related Agreements; and

   (c) any action suit, claim, investigation or proceeding commenced or, to its
knowledge, threatened against or otherwise affecting such notifying party,
which relates to the consummation of the transactions contemplated by this
Agreement or the Related Agreements.

   6.11 Notice of Breaches; Updates.

   (a) TeleCorp shall promptly deliver to Tritel and AT&T written notice of any
event or development that would (i) render any statement, representation or
warranty of TeleCorp in this Agreement or the Related Agreements (including the
TeleCorp Disclosure Schedule) inaccurate or incomplete in any material respect
or (ii) constitute or result in a breach by TeleCorp of, or a failure by
TeleCorp or any Subsidiary of TeleCorp to comply with, any agreement or
covenant in this Agreement or the Related Agreements applicable to it. No such
disclosure shall be deemed to avoid or cure any such misrepresentation or
breach.

   (b) Tritel shall promptly deliver to TeleCorp and AT&T written notice of any
event or development that would (i) render any statement, representation or
warranty of the Tritel in this Agreement or the Related Agreements (including
the Tritel Disclosure Schedule) inaccurate or incomplete in any material
respect or (ii) constitute or result in a breach by the Tritel or a failure by
Tritel or any Subsidiary of Tritel to comply with, any agreement or covenant in
this Agreement or the Related Agreements applicable to it. No such disclosure
shall be deemed to avoid or cure any such misrepresentation or breach.

   (c) AT&T shall promptly deliver to Tritel and TeleCorp written notice of any
event or development that would (i) render any statement, representation or
warranty of AT&T in this Agreement or the Related Agreements inaccurate or
incomplete in any material respect or (ii) constitute or result in a breach by
AT&T of, or a failure by AT&T or any Subsidiary to comply with, any agreement
or covenant in this Agreement or the Related Agreements applicable to it. No
such disclosure shall be deemed to avoid or cure any such misrepresentation or
breach.

   6.12 No Inconsistent Action. Subject to the provisions of Sections 6.4 or
6.5, neither TeleCorp, Tritel nor AT&T shall take any action inconsistent with
their obligations under this Agreement or any of the Related Agreements or
which could materially hinder or delay the consummation of the transactions
contemplated by this Agreement.

   6.13 Commercially Reasonable Efforts. Each of TeleCorp and Tritel shall use
its commercially reasonable efforts to obtain the opinions referred to in
Section 7.1(g).

   6.14 Affiliates. Each of TeleCorp and Tritel, as applicable (i) has
disclosed to the other on Schedule 6.14 hereof all persons who are, or may be,
as of the date hereof its "affiliates" for purposes of Rule 145 under the
Securities Act, and (ii) shall use all commercially reasonable efforts to cause
each person who is identified

                                      A-49
<PAGE>

as its "affiliate" on Schedule 6.14 to deliver to the Holding Company as
promptly as practicable but in no event later than the Closing Date, a signed
agreement substantially in the form attached hereto as Exhibit J. Each of
TeleCorp and Tritel shall notify the other from time to time of any other
persons who then are, or may be, such an "affiliate" and use all commercially
reasonable efforts to cause each additional person who is identified as an
"affiliate" to execute a signed agreement as set forth in this Section 6.14.

   6.15 Blue Sky. TeleCorp, Tritel and the Holding Company will use their
commercially reasonable efforts to obtain prior to the Effective Time all
necessary state securities or "blue sky" Permits and approvals required to
permit the distribution of the shares of the Holding Company to be issued in
accordance with the provisions of this Agreement.

   6.16 Tax-Free Exchange. Each of the Parties will use its commercially
reasonable efforts, and each agrees to cooperate with the other Parties and
provide one another with such documentation, information and materials, as may
be reasonably necessary, proper or advisable, to cause the transactions to be
effected pursuant to this Agreement to qualify for U.S. Federal income tax
purposes as a tax-free transaction or series of transactions, reorganizations
or contributions, as the case may be.

   6.17 AT&T Actions.

   (a) AT&T will use commercially reasonable efforts to obtain all necessary
corporate approvals for the Contribution.

   (b) AT&T hereby waives all rights it may have to object to, and otherwise
consents to, the transactions expressly described in this Agreement, including
but not limited to any rights it has pursuant to Section 7.4 of the
Stockholders Agreement by and among AT&T, TeleCorp and the Management
Stockholders and Cash Equity Investors described therein dated as of July 17,
1998, as amended, (the "Waiver").

   (c) AT&T will cooperate after a reasonable request by TeleCorp in exercising
any rights AT&T may have under the Airadigm Purchase Agreement or the Indus
Merger Agreement.

   (d) From and after the Effective Time and/or the Contribution, AT&T shall
take all such further action as TeleCorp or the Holding Company shall
reasonably request to effectuate, or in furtherance of, the provisions of this
Agreement and the Related Agreements.

   6.18 Transition Committee. Commencing on the date when the condition
contained in Section 7.1(h) is first satisfied, all consents sought with regard
to Sections 6.1 or 6.2 shall be submitted to a transition committee (the
"Transition Committee") comprised of Jerry Vento, Thomas H. Sullivan, E.B.
Martin, Jr., William H. Mounger, II, Andrew Hubregsen, Michael H. Hannon and
Scott Anderson for a recommendation as to the advisability of such consent,
which recommendation shall be presented, together with the request for a
consent pursuant to Section 6.1 or 6.2, to TeleCorp or Tritel, as appropriate.

   6.19 Employee Benefit Matters. Following the Effective Time, the Holding
Company shall provide to officers and employees of Tritel and its Subsidiaries
employee benefits under employee benefit plans on terms and conditions which
are substantially similar in the aggregate to those provided by Tritel and its
Subsidiaries to their officers and employees prior to the Effective Time but in
no event less favorable than those provided to similarly situated officers and
employees of TeleCorp prior to the Effective Time. With respect to any benefits
plans of the Holding Company or its Subsidiaries in which the officers and
employees of the Tritel and its Subsidiaries participate after the Effective
Time, the Holding Company shall: (i) waive any limitations as to pre-existing
conditions, exclusions and waiting periods with respect to participation and
coverage requirements applicable to such officers and employees under any
welfare benefit plan in which such employees may be eligible to participate
after the Effective Time (provided, however, that no such waiver shall apply to
a pre-existing condition of any such officer or employee who was, as of the
Effective Time, excluded from

                                      A-50
<PAGE>

participation in a Tritel benefit plan by nature of such pre-existing
condition), (ii) provide each such officer and employee with credit for any co-
payments and deductibles paid prior to the Effective Time during the year in
which the Effective Time occurs in satisfying any applicable deductible or out-
of-pocket requirements under any welfare benefit plan in which such employees
may be eligible to participate after the Effective Time, and (iii) recognize
all service of such officers and employees with Tritel and its Subsidiaries
(and their respective predecessors) for all purposes (including without
limitation purposes of eligibility to participate, vesting credit, entitlement
for benefits, and benefit accrual) in any benefit plan in which such employees
may be eligible to participate after the Effective Time, except to the extent
such treatment would result in duplicative accrual of benefits for the same
period of service.

   6.20 Novation of Affiliation Agreements. Prior to but effective as of the
Effective Time, AT&T, the Holding Company and, as appropriate, their respective
Affiliates shall enter into (i) a Network Membership License Agreement in the
form of Exhibit K-1 hereto, (ii) an Intercarrier Roamer Service Agreement in
the form of Exhibit K-2 hereto and (iii) a Roaming Administration Agreement in
the form of Exhibit K-3 hereto.

   6.21 Indemnity for Indus and Airadigm Liabilities. Each of TeleCorp and the
Holding Company agrees to indemnify AT&T and its Affiliates and hold each of
them harmless against any liabilities retained by or asserted against any of
them in respect of Indus or Airadigm or the agreements they entered into in
connection with securing the rights to acquire Indus or Airadigm (and any costs
or losses incurred in connection therewith).

                                  ARTICLE VII

                               CLOSING CONDITIONS

   7.1 Conditions to Obligations of Telecorp and Tritel to Effect the
Mergers. The respective obligations of TeleCorp and Tritel to effect the
Mergers shall be subject to the satisfaction at or prior to the Closing Date of
each of the following conditions:

   (a) Stockholder Approval of Telecorp. The TeleCorp Proposals shall each have
been duly approved by the requisite vote under applicable law and the rules of
the National Association of Securities Dealers, Inc. by the stockholders of
TeleCorp.

   (b) Stockholder Approval of Tritel. The Tritel Proposals shall each have
been duly approved by the requisite vote under applicable law and the rules of
the National Association of Securities Dealers, Inc. by the stockholders of
Tritel.

   (c) Telecorp Consents. TeleCorp shall have obtained the consent or approval
of any Person (other than a Governmental Authority) whose consent or approval
shall be required under any agreement or instrument in order to permit the
consummation of the transactions contemplated hereby (other than the
Contribution) except those which the failure to obtain would not, individually
or in the aggregate, have a Tritel Material Adverse Effect or a TeleCorp
Material Adverse Effect.

   (d) Tritel Consents. Tritel shall have obtained the consent or approval of
any Person (other than a Governmental Authority) whose consent or approval
shall be required in order to permit the consummation of the transactions
contemplated hereby (other than the Contribution) except those which the
failure to obtain would not, individually or in the aggregate, have a TeleCorp
Material Adverse Effect or a Tritel Material Adverse Effect.

   (e) Registration Statement Effective; Joint Proxy Statement. The SEC shall
have declared the Registration Statement effective prior to the mailing of the
Joint Proxy Statements by each of TeleCorp and Tritel to its respective
stockholders. No stop order suspending the effectiveness of the Registration
Statement or

                                      A-51
<PAGE>

any part thereof shall have been issued and be in effect and no proceeding for
that purpose, and no similar proceeding in respect of the Joint Proxy
Statement, shall have been initiated or threatened in writing by the SEC and
not concluded or withdrawn.

   (f) No Order. No Governmental Entity shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, executive
order, decree, injunction or other order (whether temporary, preliminary or
permanent) which is in effect and which has the effect of (i) prohibiting
consummation of the Mergers or (ii) creating a TeleCorp Material Adverse Effect
or a Tritel Material Adverse Effect.

   (g) Tax Opinions. TeleCorp and Tritel shall each have received substantially
identical written opinions from their respective tax counsel (Cadwalader,
Wickersham & Taft and Brown & Wood LLP, respectively), in form and substance
reasonably acceptable to Tritel or TeleCorp, as the case may be, to the effect
that the First Merger and the Second Merger, respectively, will constitute part
of a tax-free transaction within the meaning of Section 351 of the Code and
that the First Merger and the Second Merger, respectively, will each qualify as
a tax-free reorganization under Section 368(a) of the Code and such opinions
shall not have been withdrawn. Tritel, TeleCorp and AT&T agree to make
reasonable and customary representations substantially in the form of EXHIBITS
I-1, I-2, I-3, I-4, and I-5 respectively, and counsel shall be entitled to rely
upon such representations in rendering such opinions.

   (h) HSR Act. Any waiting period applicable to the consummation of the
Mergers under the HSR Act shall have expired or been terminated.

   (i) Blue Sky. All state securities or "blue sky" Permits or approvals
required to carry out the transactions contemplated hereby shall have been
received.

   (j) Affiliate Agreements. The Holding Company shall have received the
agreements required by SECTION 6.14 hereof to be delivered by TeleCorp and
Tritel "affiliates," duly executed by each "affiliate" of TeleCorp or Tritel,
as the case may be.

   (k) Governmental Filings and Consents.

     (i) All governmental filings (other than filings with the FCC) required
  to be made prior to the Effective Time by TeleCorp, Tritel and the Holding
  Company with, and all governmental consents (other than consents of the
  FCC) required to be obtained prior to the Effective Time by TeleCorp,
  Tritel, and the Holding Company from governmental and regulatory
  authorities in connection with the execution and delivery of this Agreement
  by TeleCorp and Tritel and the consummation of the transactions
  contemplated hereby (other than the Contribution) shall have been made or
  obtained, except where the failure to make such filing or obtain such
  consent would not reasonably be expected to result in a TeleCorp Material
  Adverse Effect or Tritel Material Adverse Effect, as the case may be or a
  material adverse effect on the Holding Company (assuming the First Merger
  and Second Merger had taken place).

     (ii) All required consents of the FCC to all matters contemplated by the
  Mergers shall have been obtained pursuant to Final Orders, free of any
  conditions materially adverse to TeleCorp or Tritel, other than those
  applicable to the PCS or wireless communications services industry
  generally. For the purposes of this Agreement, "Final Order" means an
  action or decision that has been granted by the FCC as to which (a) no
  request for a stay or similar request is pending, no stay is in effect, the
  action or decision has not been vacated, reversed, set aside, annulled or
  suspended and any deadline for filing such request that may be designated
  by statute or regulation has passed, (b) no petition for rehearing or
  reconsideration or application for review is pending and the time for the
  filing of any such petition or application has passed, (C) the FCC does not
  have the action or decision under reconsideration on its own motion and the
  time within which it may effect such reconsideration has passed and (D) no
  appeal is pending, including other administrative or judicial review, or in
  effect and any deadline for filing any such appeal that may be designated
  by statute or rule has passed.

                                      A-52
<PAGE>

   (l) NASDAQ National Market Listing. The shares of Class A Voting Stock
issuable to stockholders of TeleCorp and Tritel pursuant to this Agreement
shall have been approved for quotation on the Nasdaq National Market System,
subject only to official notice of issuance.

   7.2 Additional Conditions to Obligations of Telecorp. The obligation of
TeleCorp to consummate and effect the First Merger shall be subject to the
satisfaction at or prior to the Closing Date of each of the following
conditions, any of which may be waived, in writing, exclusively by TeleCorp:

     (a) Representations and Warranties. The representations and warranties
  of Tritel contained in this Agreement shall have been true, complete and
  correct as of the date of this Agreement and as of the Closing Date except
  (i) to the extent that the failure of such representations and warranties
  (other than the representation in Sections 4.3, 4.4 and 4.6) to be true,
  complete and correct in each case or in the aggregate does not constitute a
  Tritel Material Adverse Effect, (ii) for changes contemplated by this
  Agreement and (iii) for those representations and warranties which address
  matters only as of the date of this Agreement or any other particular date
  (which shall have been true, complete and correct as of such particular
  date except to the extent that the failure of such representations and
  warranties to have been true, complete and correct as of such particular
  date does not constitute a Tritel Material Adverse Effect) (it being
  understood that, for purposes of determining the accuracy of such
  representations and warranties all "Tritel Material Adverse Effect"
  qualifications and other qualifications based on the word "material" or
  similar phrases contained in such representations and warranties shall be
  disregarded). TeleCorp shall have received a certificate with respect to
  the foregoing signed on behalf of Tritel by the Chief Executive Officer and
  the Chief Financial Officer of Tritel.

     (b) Agreements and Covenants. Tritel shall have performed or complied in
  all material respects with all agreements and covenants required by this
  Agreement to be performed or complied with by them on or prior to the
  Closing Date, and TeleCorp shall have received a certificate to such effect
  signed on behalf of Tritel by the Chief Executive Officer and the Chief
  Financial Officer of Tritel.

     (c) Completion of Second Merger. The Second Merger shall have been or
  shall be simultaneously completed.

   7.3 Additional Conditions to the Obligations of Tritel. The obligations of
Tritel to consummate and effect the Second Merger shall be subject to the
satisfaction at or prior to the Closing Date of each of the following
conditions, any of which may be waived, in writing, exclusively by Tritel:

     (a) Representations and Warranties. The representations and warranties
  of TeleCorp contained in this Agreement shall have been true, complete and
  correct as of the date of this Agreement and as of the Closing Date except
  (i) to the extent that the failure of such representations and warranties
  (other than the representations in Sections 3.3, 3.4 and 3.6) to be true,
  complete and correct in each case or in the aggregate does not constitute a
  TeleCorp Material Adverse Effect, (ii) for changes contemplated by this
  Agreement and (iii) for those representations and warranties which address
  matters only as of the date of this Agreement or any other particular date
  (which shall have been true, complete and correct as of such particular
  date except to the extent that the failure of such representations and
  warranties to be true, complete and correct as of such particular date does
  not constitute a TeleCorp Material Adverse Effect) (it being understood
  that, for purposes of determining the accuracy of such representations and
  warranties all "TeleCorp Material Adverse Effect" qualifications and other
  qualifications based on the word "material" or similar phrases contained in
  such representations and warranties shall be disregarded). Tritel shall
  have received a certificate with respect to the foregoing signed on behalf
  of TeleCorp by the Chief Executive Officer and the Chief Financial Officer
  of TeleCorp.

     (b) Agreements and Covenants. TeleCorp shall have performed or complied
  in all material respects with all agreements and covenants required by this
  Agreement to be performed or complied with by it at or prior to the Closing
  Date, and Tritel shall have received a certificate to such effect signed on
  behalf of TeleCorp by the Chief Executive Officer and the Chief Financial
  Officer of TeleCorp.

                                      A-53
<PAGE>

     (c) Completion of First Merger. The First Merger shall have been or
  shall be simultaneously completed.

   7.4 Conditions to Obligations of the Holding Company to Issue the
Shares. The obligation of the Holding Company to issue the Shares to AT&T (or
its Affiliates) shall be subject to the satisfaction at or prior to the Closing
Date of each of the following conditions, any of which may be waived, in
writing, exclusively by the Holding Company:

     (a) Representations and Warranties. The representations and warranties
  of AT&T contained in this Agreement shall have been true, complete and
  correct in all material respects as of the date of this Agreement and as of
  the Closing Date except (i) for changes contemplated by this Agreement and
  (ii) for those representations and warranties which address matters only as
  of a particular date (which shall have been true, complete and correct in
  all material respects as of such particular date). The Holding Company
  shall have received a certificate with respect to the foregoing signed on
  behalf of AT&T by an appropriate officer of AT&T.

     (b) Agreements and Covenants. AT&T shall have performed or complied in
  all material respects with all agreements and covenants required by this
  Agreement to be performed or complied with by it at or prior to the Closing
  Date, and the Holding Company shall have received a certificate to such
  effect signed on behalf of AT&T by an appropriate officer of AT&T.

     (c) No Order. No Governmental Entity shall have enacted, issued,
  promulgated, enforced or entered any statute, rule, regulation, executive
  order, decree, injunction or other order (whether temporary, preliminary or
  permanent) which is in effect and which has the effect of (i) making the
  Contribution illegal or otherwise prohibiting consummation of the
  Contribution or (ii) creating a AT&T Material Adverse Effect.

     (d) Governmental Filings and Consents. All governmental filings required
  to be made prior to the Effective Time by AT&T with, and all governmental
  consents required to be obtained prior to the Effective Time by AT&T from,
  governmental and regulatory authorities in connection with the execution
  and delivery of this Agreement by AT&T and the consummation of the
  Contribution shall have been made or obtained, except where the failure to
  make such filing or obtain such consent would not reasonably be expected to
  result in a AT&T Material Adverse Effect.

     (e) HSR Act. Any waiting period applicable to the consummation of the
  Contribution under the HSR Act shall have expired or been terminated.

     (f) The Airadigm Assignment. Subject to the provisions of Section
  1.14(b), the Airadigm Assignment shall have been executed and delivered by
  AT&T to the Holding Company.

     (g) The Indus Assignment. The Indus Merger Agreement and the Indus
  Assignment and Assumption Agreement shall have been executed and delivered
  in the respective forms attached hereto as Exhibits H and I and the
  conditions to the consummation of the transactions contemplated thereby
  shall have been satisfied.

     (h) The License Extension Amendment. AT&T shall have duly executed and
  delivered the License Extension Amendment to the Holding Company.

     (i) Exchange Agreement. The transactions contemplated by the Exchange
  Agreement dated as of the date hereof between AT&T, and certain of its
  Affiliates, and TeleCorp, and certain of its Affiliates (the "Exchange
  Agreement"), shall have been consummated.

   7.5 Conditions to Obligations of AT&T to Effect the Contribution. The
obligations of AT&T to effect the Contribution and execute the License
Extension Amendment shall be subject to the satisfaction at or prior to the
Closing Date of each of the following conditions, any of which may be waived,
in writing, exclusively by AT&T:

                                      A-54
<PAGE>

     (a) Representations and Warranties. The representations and warranties
  of each of TeleCorp and Tritel contained in this Agreement shall have been
  true, complete and correct as of the date of this Agreement and as of the
  Closing Date except (i) to the extent that the failure of such
  representations and warranties (other than the representations in Sections
  3.3, 3.4 and 3.6) to be true, complete and correct in each case or in the
  aggregate does not constitute a TeleCorp Material Adverse Effect or a
  Tritel Material Adverse Effect, as appropriate, (ii) for changes
  contemplated by this Agreement and (iii) for those representations and
  warranties which address matters only as of a particular date (which shall
  have been true, complete and correct as of such particular date except to
  the extent that the failure of such representations and warranties to be
  true, complete and correct as of such particular date does not constitute a
  TeleCorp Material Adverse Effect or a Tritel Material Adverse Effect, as
  appropriate) (it being understood that, for purposes of determining the
  accuracy of such representations and warranties all "TeleCorp Material
  Adverse Effect" and "Tritel Material Adverse Effect" qualifications and
  other qualifications based on the word "material" or similar phrases
  contained in such representations and warranties shall be disregarded).
  AT&T shall have received a certificate with respect to the foregoing signed
  on behalf of TeleCorp by the Chief Executive Officer and the Chief
  Financial Officer of TeleCorp and on behalf of Tritel by the Chief
  Executive Officer and the Chief Financial Officer of Tritel.

     (b) Agreements and Covenants. TeleCorp and Tritel shall have performed
  or complied in all material respects with all agreements and covenants
  required by this Agreement to be performed or complied with by each of them
  at or prior to the Closing Date, and AT&T shall have received a certificate
  to such effect signed on behalf of TeleCorp by the Chief Executive Officer
  and the Chief Financial Officer of TeleCorp and on behalf of Tritel by the
  Chief Executive Officer and the Chief Financial Officer of TeleCorp.

     (c) No Order. No Governmental Entity shall have enacted, issued,
  promulgated, enforced or entered any statute, rule, regulation, executive
  order, decree, injunction or other order (whether temporary, preliminary or
  permanent) which is in effect and which has the effect of (i) making the
  Contribution illegal or otherwise prohibiting consummation of the
  Contribution, (ii) creating a TeleCorp Material Adverse Effect or a Tritel
  Material Adverse Effect or (iii) which would reasonably be expected to have
  a material adverse effect on AT&T.

     (d) Governmental Filings and Consents. All governmental filings required
  to be made prior to the Effective Time by TeleCorp, Tritel and the Holding
  Company with, and all governmental consents required to be obtained prior
  to the Effective Time by TeleCorp, Tritel, and the Holding Company from,
  governmental and regulatory authorities in connection with the Contribution
  shall have been made or obtained, except where the failure to make such
  filing or obtain such consent would not reasonably be expected to result in
  a TeleCorp Material Adverse Effect or Tritel Material Adverse Effect, as
  the case may be or a material adverse effect on AT&T or the Holding Company
  (assuming the First Merger and Second Merger had taken place), and the
  waiting periods under the HSR Act for the consummation or the Contribution
  shall have expired or been terminated.

     (e) Completion of Mergers. The First Merger and the Second Merger shall
  have been completed.

     (f) Issuance of Shares. The Holding Company shall have issued or shall
  simultaneously issue the Shares, to AT&T (or one of its Affiliates).

     (g) Exchange Agreement. The transactions contemplated by the Exchange
  Agreement shall have been consummated.

                                 ARTICLE VIII

                                  TERMINATION

   8.1 General. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Effective Time
notwithstanding approval thereof by the stockholders of TeleCorp and the
stockholders of Tritel:

                                     A-55
<PAGE>

     (a) by mutual written consent duly authorized by the Boards of TeleCorp
  and Tritel;

     (b) by TeleCorp or Tritel if the Closing shall not have occurred on or
  before December 31, 2000 (the "Outside Date"); provided, however, that if
  the Merger shall not have been consummated solely due to the waiting period
  (or any extension thereof) or approvals under the HSR Act or approvals or
  consent of the FCC not having expired or been terminated or received, then
  such date shall be extended to March 31, 2001; and provided, further, that
  the right to terminate this Agreement under this Section 8.1(b) shall not
  be available to any party whose willful failure to fulfill any material
  obligation under this Agreement has been the cause of, or resulted in, the
  failure of the Closing to occur before such date;

     (c) by TeleCorp, (a) if Tritel shall have breached or failed to perform
  in any material respect any of its representations, warranties, covenants
  or other agreements contained in this Agreement, which breach or failure to
  perform (1) is incapable of being cured by Tritel prior to the Outside
  Date, and (2) renders any condition under Sections 7.1 or 7.2 incapable of
  being satisfied prior to the Outside Date, or (b) if a condition under
  Sections 7.1 or 7.2 to TeleCorp obligations hereunder is incapable of being
  satisfied prior to the Outside Date;

     (d) by Tritel, (a) if TeleCorp shall have breached or failed to perform
  in any material respect any of its representations, warranties, covenants
  or other agreements contained in this Agreement, which breach or failure to
  perform (1) is incapable of being cured by TeleCorp prior to the Outside
  Date, and (2) renders any condition under Sections 7.1 or 7.3 incapable of
  being satisfied prior to the Outside Date, or (b) if a condition under
  Sections 7.1 or 7.3 to Tritel obligations hereunder is incapable of being
  satisfied prior to the Outside Date;

     (e) by TeleCorp or Tritel, upon written notice to the other party, if a
  governmental authority of competent jurisdiction shall have issued an
  injunction, order or decree enjoining or otherwise prohibiting the
  consummation of the transactions contemplated by this Agreement (other than
  just the Contribution), and such injunction, order or decree shall have
  become final and non-appealable; provided, however, that the party seeking
  to terminate this Agreement pursuant to this clause (v) has used reasonable
  best efforts to remove such injunction, order or decree; or

     (f) by either TeleCorp, Tritel or AT&T (with respect to the Contribution
  only) if the TeleCorp Proposals or the Tritel Proposals shall fail to have
  been approved as provided herein at the TeleCorp Stockholder Meeting or the
  Tritel Stockholder Meeting, as applicable, including any adjournments
  thereof.

   8.2 Obligations in Event of Termination. In the event of any termination of
this Agreement as provided in Section 8.1, this Agreement shall forthwith
become wholly void and of no further force and effect and there shall be no
liability on the part of TeleCorp, Tritel or AT&T, except that the obligations
of the parties under the last sentence of Section 1.14(c), the last sentences
each of Sections 6.1(a), (b) and (c), Section 6.21 (but only if an Early Indus
Closing shall have occurred), Section 10.2 and this Section 8.2 shall remain in
full force and effect, and except that termination shall not preclude any party
from suing the other party for breach of this Agreement.

   8.3 Termination of Contribution. The provisions of this Agreement relating
to the Contribution may be terminated and the Contribution may be abandoned at
any time notwithstanding approval thereof by the stockholders of TeleCorp and
the stockholders of Tritel:

     (a) by mutual written consent duly authorized by the Boards of the
  Holding Company (or, before the Effective Time, TeleCorp) and AT&T;

     (b) by either the Holding Company (or, before the Effective Time,
  TeleCorp) or AT&T if the Closing shall have occurred but the Contribution
  shall not have occurred on or before the Outside Date; provided, however,
  that the right to terminate the Contribution under this Section 8.3(b)
  shall not be available to any party whose willful failure to fulfill any
  material obligation under this Agreement has been the cause of, or resulted
  in, the failure of the Contribution to occur before such date;


                                      A-56
<PAGE>

     (c) by either the Holding Company (or, before the Effective Time,
  TeleCorp) or AT&T, upon written notice to the other party, if a
  Governmental Authority of competent jurisdiction shall have issued an
  injunction, order or decree enjoining or otherwise prohibiting the
  consummation of the Contribution, and such injunction, order or decree
  shall have become final and non-appealable; provided, however, that the
  party seeking to terminate this Agreement pursuant to this Section 8.3(c)
  has used reasonable best efforts to remove such injunction, order or
  decree; or

     (d) by TeleCorp or the Holding Company pursuant to Section 1.14(d)(ii).

   8.4 Obligations in Event of Termination of Contribution. In the event of any
termination of the provisions of this Agreement relating to the Contribution,
as provided in Section 8.3, such provisions shall forthwith become wholly void
and of no further force and effect and there shall be no liability in respect
thereof on the part of the Holding Company, TeleCorp, Tritel or AT&T, except
that the obligations of the parties under the last sentence of Section 1.14(c)
shall remain in full force and effect, and except that such termination shall
not relieve any party from liability for breach of this Agreement.

                                   ARTICLE IX

                                  NO SURVIVAL

   9.1 No Survival of Representations and Warranties. All representations and
warranties in this Agreement of any Party or in any instrument delivered
pursuant to this Agreement (each as modified by the appropriate Disclosure
Schedule) shall terminate at the Effective Time.

                                   ARTICLE X

                                 MISCELLANEOUS

   10.1 Public Announcements. Prior to the Closing Date, no news release or
other public announcement pertaining in any way to the transactions
contemplated by this Agreement will be made by either TeleCorp, Tritel or AT&T
without the prior consent of the other party, unless in the opinion of counsel
to such party such release or announcement is required by applicable law or the
requirements of the Nasdaq National Market.

   10.2 Fees and Expenses. (a) Except as set forth in this Section 10.2, all
fees and expenses, including Taxes, incurred in connection with this Agreement
and the transactions contemplated hereby shall be paid by the party incurring
such expenses whether or not the Mergers and the Contribution are consummated;
provided, however, that TeleCorp and Tritel shall share equally all fees and
expenses, other than attorneys' and accountants' fees and expenses, incurred in
relation to the printing and filing (with the SEC) of the Joint Proxy Statement
(including any preliminary materials related thereto) and the Registration
Statement (including financial statements and exhibits) and any amendments or
supplements thereto.

   (b) The Holding Company shall file any return with respect to any state or
local transfer, stamp, sales or similar Taxes (including any penalties or
interest with respect thereto), if any, which are attributable to (i) the
transfer of the beneficial ownership of TeleCorp's or Tritel's real property or
(ii) the transfer of Tritel's Common or Preferred Stock or TeleCorp's Common or
Preferred Stock pursuant to this Agreement (collectively, the "Transfer Taxes")
as a result of the Mergers. Each of TeleCorp and Tritel acknowledges that the
amount of the Transfer Taxes payable with respect to any shares of TeleCorp's
Common or Preferred Stock or Tritel's Common or Preferred Stock may be withheld
by the Holding Company from the amount paid pursuant to the Mergers with
respect to such shares to the extent required by law. TeleCorp, AT&T and Tritel
shall cooperate with the Holding Company in the filing of such returns,
including supplying in a timely manner a complete list of all real property
interests held by TeleCorp or Tritel and any information with respect to such

                                      A-57
<PAGE>

property that is reasonably necessary to complete such returns. The fair market
value of any real property of TeleCorp or Tritel subject to the Transfer Taxes
shall be determined by the Holding Company in its discretion.

   10.3 Notices. All notices, requests, demands and other communications which
are required or may be given under this Agreement shall be in writing and shall
be deemed to have been duly given if delivered personally, if telecopied or
mailed, first class mail, postage prepaid, return receipt requested, or by
overnight courier as follows:

   If to TeleCorp:

     TeleCorp PCS, Inc.
     1010 Glebe Road
     Arlington, VA 22201
     Attn: Thomas Sullivan

   with a copy to:

     Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
     One Financial Center
     Boston, MA 02111
     Attention: John R. Pomerance
     Fax: (617) 542-2241

     Cadwalader, Wickersham & Taft
     100 Maiden Lane
     New York, NY 10038
     Attention: Brian Hoffmann
     Fax: (212) 504-6666

   If to Tritel:

     Tritel, Inc.
     111 East Capital Street, Suite 500
     Jackson, MS 39201
     Attention: E.B. Martin
     Fax: 601-914-8285

   with a copy to:

     Brown & Wood LLP
     One World Trade Center
     New York, NY 10048
     Attention: Michael King
     Fax: (212) 839-5599

   If to AT&T:

     AT&T Wireless Services, Inc.
     7277 164th Avenue NE
     Redmond, WA 98052
     Attention: William H. Hague
     Fax: (425) 580-8405

                                      A-58
<PAGE>

   with a copy to:

     AT&T Corp.
     295 North Maple Avenue
     Basking Ridge, NJ 07920
     Attention: Marilyn J. Wasser
     Fax: (908) 221-6618

   with a copy to:

     Wachtell Lipton, Rosen & Katz
     51 West 52nd Street
     New York, NY 10019
     Attention: Steven A. Rosenblum and Trevor S. Norwitz
     Fax: (212) 403-2000

or to such other address as either party shall have specified by notice in
writing to the other party. All such notices, requests, demands and
communications shall be deemed to have been received on the date of personal
delivery or telecopy, on the third business day after the mailing thereof or on
the first day after delivery by overnight courier.

   10.4 Certain Definitions. For purposes of this Agreement, the term:

   (a)  "Affiliate" means a Person that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control
with, the first mentioned Person;

   (b) "Court" means any court or arbitration tribunal of the United States,
any domestic state, or any foreign country, and any political subdivision
thereof.

   (c) "Environmental Laws" means any Law pertaining to: (i) the protection of
the indoor or outdoor environment; (ii) the conservation, management or use of
natural resources and wildlife; (iii) the protection or use of surface water
and ground water; (iv) the management, manufacture, possession, presence, use,
generation, transportation, treatment, storage, disposal, emission, discharge,
release, threatened release, abatement, removal, remediation or handling of, or
exposure to, any Hazardous Material; or (v) pollution of air, land, surface
water and ground water; and includes, without limitation, the Comprehensive
Environmental, Response, Compensation, and Liability Act of 1980, as amended,
and the Regulations promulgated thereunder and the Solid Waste Disposal Act, as
amended, 42 U.S.C. ss.ss. 6901 et seq.

   (d) "Foreign Competition Laws" means any foreign statutes, rules,
Regulations, Orders, administrative and judicial directives, and other foreign
Laws, that are designed or intended to prohibit, restrict or regulate actions
having the purpose or effect of monopolization, lessening of competition or
restraint of trade.

   (e) "Governmental Authority" means any governmental, legislature agency or
authority (other than a Court) of the United States, any domestic state, or any
foreign country, and any political subdivision or agency thereof, and includes
any authority having governmental or quasi-governmental powers, including any
administrative agency or commission.

   (f) "Hazardous Material" means any substance, chemical, compound, product,
solid, gas, liquid, waste, by-product, pollutant, contaminant or material which
is hazardous or toxic and is regulated under any Environmental Law, and
includes without limitation, asbestos or any substance containing asbestos,
polychlorinated biphenyls or petroleum (including crude oil or any fraction
thereof), or any substance defined or regulated as a "hazardous material",
"hazardous waste", "hazardous substance", "toxic substance", or similar term
under any Environmental Law or regulation promulgated thereunder.


                                      A-59
<PAGE>

   (g) "Law" means all laws, statutes, ordinances and Regulations of any
Governmental Authority including all decisions of Courts having the effect of
law in each such jurisdiction;

   (h) "Lien" means any mortgage, pledge, security interest, attachment,
encumbrance, lien (statutory or otherwise), option, conditional sale
agreement, right of first refusal, first offer, termination, participation or
purchase or charge of any kind (including any agreement to give any of the
foregoing); provided, however, that the term "Lien" shall not include (i)
statutory liens for Taxes, which are not yet due and payable or are being
contested in good faith by appropriate proceedings, (ii) statutory or common
law liens to secure landlords, lessors or renters under leases or rental
agreements confined to the premises rented, (iii) deposits or pledges made in
connection with, or to secure payment of, workers' compensation, unemployment
insurance, old age pension or other social security programs mandated under
applicable Laws, (iv) statutory or common law liens in favor of carriers,
warehousemen, mechanics and materialmen, to secure claims for labor, materials
or supplies and other like liens, and (v) restrictions on transfer of
securities imposed by applicable state and federal securities Laws;

   (i) "Litigation" means any suit, action, arbitration, cause of action,
claim, complaint, criminal prosecution, investigation, demand letter,
governmental or other administrative proceeding, whether at law or at equity,
before or by any Court or Governmental Authority, before any arbitrator or
other tribunal;

   (j) "Parties" shall mean the signatories to this Agreement, provided that
such term shall not include AT&T except in the context of the Contribution, it
being understood that AT&T's only obligations under the Agreeement relate to
the Contribution and the waiver contained in Section 6.17(b).

   (k) "Order" means any judgment, order, writ, injunction, ruling or decree
of, or any settlement under the jurisdiction of any Court or Governmental
Authority.

   (l) "Person" means an individual, corporation, partnership, association,
trust, unincorporated organization, limited liability company, other entity or
group (as defined in Section 13(d)(3) of the Exchange Act);

   (m) "Regulation" means any rule or regulation of any Governmental Entity
having the effect of Law; and

   (n) "Subsidiary" or "Subsidiaries" of any corporation, partnership, joint
venture, limited liability company or other legal entity of which such Person
(either alone or through or together with any other Subsidiary) owns, directly
or indirectly, 50% or more of the stock or other equity interests the holders
of which are generally entitled to vote for the election of the board of
directors or other governing body of such corporation or other legal entity.

   10.5 Interpretation. When a reference is made in this Agreement to
Sections, subsections, Schedules or Exhibits, such reference shall be to a
Section, subsection, Schedule or Exhibit to this Agreement unless otherwise
indicated. The words "include," "includes" and "including" when used herein
shall be deemed in each case to be followed by the words "without limitation."
The word "herein" and similar references mean, except where a specific Section
or Article reference is expressly indicated, the entire Agreement rather than
any specific Section or Article.

   10.6 Entire Agreement. This Agreement, the TeleCorp Voting Agreement, the
Tritel Voting Agreement, the Exchange Agreement, the Stockholders Agreement,
the Investors Stockholder Agreement, the License Extension Amendment and the
letter agreements executed by Tritel and TeleCorp on the date hereof with Mr.
William Mounger and Mr. E.B. Martin, including the Exhibits and Schedules
hereto, constitute the entire agreement between the parties hereto and
supersedes all prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof.

   10.7 Binding Effect; Benefit. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
assigns. Except as otherwise provided in Section 2.4, nothing

                                     A-60
<PAGE>

in this Agreement, expressed or implied, is intended to confer on any Person
other than the parties hereto or their respective successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.

   10.8 Assignability. This Agreement shall not be assignable by TeleCorp
without the prior written consent of Tritel and AT&T, by Tritel without the
prior written consent of TeleCorp and AT&T or by AT&T without the prior written
consent of TeleCorp and Tritel (except that AT&T may assign its rights but not
its obligations hereunder to an Affiliate of AT&T).

   10.9 Amendment; Waiver. This Agreement may be amended, supplemented or
otherwise modified only by a written instrument executed by the parties hereto.
No waiver by either party of any of the provisions hereof shall be effective
unless explicitly set forth in writing and executed by the party so waiving.
Except as provided in the preceding sentence, no action taken pursuant to this
Agreement, including without limitation, any investigation by or on behalf of
any party, shall be deemed to constitute a waiver by the party taking such
action of compliance with any representations, warranties, covenants or
agreements contained herein, and in any documents delivered or to be delivered
pursuant to this Agreement and in connection with the Closing hereunder. The
waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any subsequent breach.

   10.10 Section Headings; Table of Contents. The section headings contained in
this Agreement and the table of contents to this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.

   10.11 Severability. If any provision of this Agreement shall be declared by
any court of competent jurisdiction to be illegal, void or unenforceable, all
other provisions of this Agreement shall not be affected and shall remain in
full force and effect.

   10.12 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.

   10.13 Governing Law; Jurisdiction and Service of Process. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
DOMESTIC LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR
ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE. EACH OF THE PARTIES HERETO
IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT HEREOF
BROUGHT BY ANY OTHER PARTY HERETO OR ITS SUCCESSORS OR ASSIGNS MAY BE BROUGHT
AND DETERMINED IN THE COURTS OF THE STATE OF DELAWARE, AND EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY SUBMITS WITH REGARD TO ANY SUCH ACTION OR PROCEEDING
FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, TO
THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION,
AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT, ANY CLAIM (A) THAT IT IS NOT PERSONALLY SUBJECT TO
THE JURISDICTION OF THE ABOVE-NAMED COURTS FOR ANY REASON, (B) THAT IT OR ITS
PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY
LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER THROUGH SERVICE OF JUDGMENT,
EXECUTION OF JUDGMENT, OR OTHERWISE), OR (C) TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THAT (I) THE SUIT, ACTION OR PROCEEDING IN SUCH COURT IS
BROUGHT IN AN INCONVENIENT FORUM, (II) THE VENUE OF SUCH SUIT, ACTION OR
PROCEEDING IS IMPROPER AND (III) THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF,
MAY NOT BE ENFORCED IN OR BY SUCH COURTS.

                                      A-61
<PAGE>

                           [INTENTIONALLY LEFT BLANK]

                                      A-62
<PAGE>

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

                                          TeleCorp PCS, Inc.

                                          By: _________________________________
                                            Name:
                                            Title:

                                          Tritel, Inc.

                                          By: _________________________________
                                            Name:
                                            Title:

                                          AT&T Wireless Services, Inc.

                                          By: _________________________________
                                            Name:
                                            Title:

                                      A-63
<PAGE>

                               GLOSSARY OF TERMS

<TABLE>
<CAPTION>
Defined Term                                                         Section
------------                                                      -------------
<S>                                                               <C>
Airadigm Assignment..............................................        1.14(a)
Airadigm Purchase Agreement......................................          1.14
Affiliate........................................................        10.4(a)
Agreement........................................................      Preamble
License Extension Amendment......................................          1.14
Acquisition Proposals............................................         6.5(c)
Average Closing Price............................................        1.11(c)
AT&T.............................................................      Preamble
AT&T Excess Assets...............................................          1.14
Blue Sky Laws....................................................         3.6(b)
Cash Contribution................................................        1.14(a)
Certificates.....................................................        1.12(c)
Certificates of Merger...........................................           1.2
Class A Voting Stock.............................................      1.6(a)(i)
Class C Common Stock.............................................    1.6(a)(iii)
Class D Common Stock.............................................     1.6(a)(iv)
Class E Common Stock.............................................    1.6(c)(iii)
Class F Common Stock.............................................     1.6(c)(iv)
Closing Date.....................................................          1.15
Closing..........................................................          1.15
COBRA Coverage...................................................        3.15(d)
Code.............................................................      Recitals
Communications Act...............................................         3.6(b)
Confidentiality Agreement........................................         6.1(a)
Contributed Property.............................................        1.14(a)
Contribution.....................................................      Recitals
Court............................................................        10.4(b)
DGCL.............................................................      Recitals
Effective Time...................................................           1.2
Environmental Laws...............................................        10.4(c)
ERISA Affiliate..................................................        3.15(a)
ERISA............................................................        3.15(a)
Evaluation Material.............................................. 6.1(a) and (b)
Excess Shares....................................................          1.11
Exchange Act.....................................................         3.6(b)
Exchange Agent...................................................        1.12(a)
Exchange Agreement...............................................          1.14
Exchange Ratios..................................................         1.6(e)
Express Shares...................................................          1.11
FCC..............................................................         3.6(b)
Final Order......................................................         7.1(k)
First Merger.....................................................      Recitals
First Merger Sub.................................................      Recitals
First Merger Sub Common Stock....................................         1.9(a)
Foreign Competition Laws.........................................        10.4(d)
GAAP.............................................................         3.9(b)
Governmental Authority...........................................        10.4(e)
Hazardous Material...............................................        10.4(f)
The Holding Company..............................................      Recitals
</TABLE>

                                       1
<PAGE>

<TABLE>
<CAPTION>
Defined Term                                                          Section
------------                                                         ----------
<S>                                                                  <C>
Holding Company Capital Stock.......................................      1.6(f)
Holding Company Common Stock........................................      1.6(f)
Holding Company Preferred Stock.....................................      1.6(f)
HSR Act.............................................................      3.6(b)
Indemnified Parties.................................................      2.4(b)
Indirect Tritel Authorizations......................................     4.10(b)
Indirect TeleCorp Authorizations....................................     3.10(b)
Indus Amendments....................................................     1.14(c)
Indus Assignment and Assumption Agreement...........................     1.14(a)
Indus Merger Agreement..............................................     1.14(a)
Indus Transaction Costs.............................................     1.14(c)
Interim Period......................................................      6.1(a)
IRS.................................................................     3.15(b)
Joint Proxy Statement...............................................       3.17
Law.................................................................     10.4(g)
Lehman Brothers.....................................................       3.25
Lien................................................................     10.4(h)
Litigation..........................................................     10.4(i)
Merger Subs.........................................................   Recitals
Mergers.............................................................   Recitals
Most Recent Tritel Balance Sheet....................................     4.20(b)
Most Recent TeleCorp Balance Sheet..................................     3.20(c)
Network Membership License Agreement................................     1.14(a)
Option Plans........................................................        1.8
Order...............................................................     10.4(j)
Ordinary Course of Business.........................................       3.12
Other Filings.......................................................      6.3(b)
Outside Date........................................................      8.1(b)
Outstanding Employee Options........................................        1.8
Outstanding Tritel Options..........................................      4.3(b)
Party...............................................................      6.5(c)
Permitted Encumbrances..............................................       3.19
Person..............................................................     10.4(k)
Plan of Reorganization..............................................     1.14(a)
Registration Statement..............................................       3.17
Regulation..........................................................     10.4(l)
Related Agreement...................................................        3.4
Replacement Assets..................................................     1.14(d)
Representatives.....................................................      6.1(a)
SEC.................................................................        3.7
Second Merger.......................................................   Recitals
Second Merger Sub...................................................   Recitals
Second Merger Sub Common Stock......................................      1.9(b)
Second Request......................................................      5.9(c)
Securities Act......................................................      3.3(h)
Series A Preferred Stock............................................   1.6(b)(i)
Series B Preferred Stock............................................  1.6(b)(ii)
Series C Preferred Stock............................................ 1.6(b)(iii)
Series D Preferred Stock............................................  1.6(b)(iv)
Series E Preferred Stock............................................   1.6(b)(v)
Series F Preferred Stock............................................  1.6(b)(vi)
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>
Defined Term                                                           Section
------------                                                           --------
<S>                                                                    <C>
Series G Preferred Stock..............................................    1.6(d)
Shares................................................................ Recitals
Special Vote..........................................................      3.5
Subsidiary or Subsidiaries............................................   10.4(m)
Superior Proposal.....................................................    6.5(a)
Systems...............................................................   3.27(a)
Tritel................................................................ Preamble
Tritel 1999 Plan......................................................    1.8(b)
Tritel Authorizations.................................................   4.10(a)
Tritel Capital Stock..................................................    1.6(d)
Tritel Common Stock...................................................    1.6(c)
Tritel Directors Plan.................................................    1.8(a)
Tritel Disclosure Schedule............................................        4
Tritel Employee Plans.................................................   4.15(a)
Tritel ERISA Affiliate................................................   4.15(a)
Tritel Exchange Ratio.................................................    1.6(e)
Tritel FCC Application................................................   4.10(b)
Tritel II.............................................................      1.1
Tritel Intellectual Property Rights...................................   4.22(a)
Tritel Licenses and Applications......................................   4.10(b)
Tritel Material Adverse Effect........................................        4
Tritel Material Contracts.............................................      4.7
Tritel Merger Consideration...........................................    1.6(g)
Tritel Preferred stock................................................    1.6(d)
Tritel Proposals......................................................    6.3(b)
Tritel S-1............................................................    4.9(a)
Tritel SEC Reports....................................................    4.9(a)
Tritel State Authorizations...........................................   4.10(b)
Tritel Stockholders Meeting...........................................     3.17
Tritel Third Party Intellectual Property Rights.......................   4.22(b)
Tritel Voting Agreement...............................................   4.15(a)
Tax...................................................................   3.20(a)
Taxes.................................................................   3.20(a)
Tax Returns...........................................................   3.20(a)
TeleCorp.............................................................. Preamble
TeleCorp 1998 Plan....................................................    1.8(a)
TeleCorp 1999 Plan....................................................    1.8(a)
TeleCorp Authorizations...............................................   3.10(a)
TeleCorp Capital Stock................................................    1.6(b)
TeleCorp Common Stock.................................................    1.6(a)
TeleCorp Disclosure Schedule..........................................        3
TeleCorp Employee Plans...............................................   3.15(a)
TeleCorp ERISA Affiliate..............................................   3.15(a)
TeleCorp Exchange Ratio...............................................    1.6(e)
TeleCorp FCC Applications.............................................   3.10(b)
TeleCorp II...........................................................      1.1
TeleCorp Intellectual Property Rights.................................   3.22(a)
TeleCorp Licenses and Applications....................................   3.10(b)
TeleCorp Material Adverse Effect......................................        3
TeleCorp Material Contracts...........................................      3.7
TeleCorp Merger Considerations........................................    1.6(f)
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
Defined Term                                                           Section
------------                                                           --------
<S>                                                                    <C>
TeleCorp Option Plan..................................................    1.8(a)
TeleCorp Options...................................................... 3.3(b)(v)
TeleCorp Preferred Stock..............................................    1.6(b)
TeleCorp Proposals....................................................    6.3(b)
TeleCorp Restricted Stock Plan........................................    1.8(e)
TeleCorp S-1..........................................................    3.9(a)
TeleCorp SEC Reports..................................................    3.9(a)
TeleCorp State Authorizations.........................................   3.10(b)
TeleCorp Stockholders Meeting.........................................     3.17
TeleCorp Third Party Intellectual Property Rights.....................  3.22(b)
TeleCorp Voting Agreement.............................................      3.4
Third Party...........................................................    6.5(c)
Transfer Taxes........................................................   10.2(b)
Transition Committee..................................................     6.18
Voting Preference Stock............................................... 1.6(a)(v)
Waiver................................................................   6.17(b)
WARN Act..............................................................     3.16
</TABLE>

                                       4
<PAGE>


                                SCHEDULE A

                        Board of Directors and Officers

TELECORP II:

Officers:

<TABLE>
<CAPTION>
   Name                                                    Position
   ----                                                    --------
   <S>                                        <C>
   Gerald T. Vento........................... Chief Executive Officer
   Thomas H. Sullivan........................ President, Treasurer and Secretary
   Julie A. Dobson........................... Chief Operating Officer
</TABLE>

Board of Directors:

<TABLE>
<CAPTION>
   Name                                                                 Position
   ----                                                                 --------
   <S>                                                                  <C>
   Thomas H. Sullivan.................................................. Director
   Gerald T. Vento..................................................... Director
</TABLE>

TRITEL II:

Officers:

<TABLE>
<CAPTION>
   Name                                                    Position
   ----                                                    --------
   <S>                                        <C>
   Gerald T. Vento........................... Chief Executive Officer
   Thomas H. Sullivan........................ President, Treasurer and Secretary
   William Arnett............................ Chief Operating Officer
</TABLE>

Board of Directors:

<TABLE>
<CAPTION>
   Name                                                                 Position
   ----                                                                 --------
   <S>                                                                  <C>
   Thomas H. Sullivan.................................................. Director
   Gerald T. Vento..................................................... Director
</TABLE>

HOLDING COMPANY:

Officers:

<TABLE>
<CAPTION>
   Name                                                 Position
   ----                                                 --------
   <S>                                   <C>
   Gerald T. Vento...................... Chief Executive Officer
   Thomas H. Sullivan................... Chief Financial Officer
   William M. Mounger................... Chairman of the Board of Directors
   E.B. Martin.......................... Vice-Chairman of the Board of Directors
</TABLE>

                                      a-1
<PAGE>

Board of Directors:

<TABLE>
<CAPTION>
Class                                                Name               Position
-----                                                ----               --------
<S>                                     <C>                             <C>
Class of 2001.......................... Gerald T. Vento                 Director
                                        Thomas H. Sullivan              Director
                                        William M. Mounger*             Director
                                        E.B. Martin*                    Director

Class of 2002.......................... Alex P. Coleman                 Director
                                        Michael R. Hannon               Director
                                        Michael Schwartz                Director
                                        Mary Hawkins-Key                Director
                                        Scott Anderson                  Director

Class of 2003.......................... James M. Hoak                   Director
                                        David A. Jones, Jr.             Director
                                        Andrew Hubregsen                Director
                                        [Designee of Majority of Voting Director
                                        Preferred and Reasonably
                                        Satisfactory to AT&T]
                                        Rohit M. Desai                  Director
</TABLE>
--------
*  Mr. Mounger and Mr. Martin hold two seats, but are entitled to one vote.

                                      a-2
<PAGE>


                                SCHEDULE B

                    Certain Actions Pending the Closing Date

   1. Notwithstanding anything to the contrary in the Agreement, TeleCorp may
enter into and consummate (with only immaterial changes therein) the
transactions contemplated by the Swap Agreement with AT&T (or its Affiliates)
pursuant to which TeleCorp is exchanging certain assets for assets controlled
by AT&T (or its Affiliates).

   2. Notwithstanding anything to the contrary in the Agreement, in the event
that between the date hereof and Closing Date, either Party wishes to
participate in any Federal Communications Commission auctions of licenses to
radio spectrum for use in providing wireless communications services or wishes
to enter into any transactions with AT&T Wireless PCS, LLC for the acquisition
and/or disposition of any such licenses with a transaction value not to exceed
$500,000,000, such Party shall have the authority to take such actions if
approved by a majority of the Transition Committee.

                                      b-1
<PAGE>

                                                                         Annex B

                             AMENDMENT NO. 1 TO THE
             AGREEMENT AND PLAN OF REORGANIZATION AND CONTRIBUTION

   This Amendment No. 1 is dated as of May 4, 2000 (the "Amendment No. 1") and
amends the Agreement and Plan of Reorganization and Contribution, dated as of
February 28, 2000 (the "Agreement"), by and among TeleCorp PCS, Inc., a
Delaware corporation ("TeleCorp"), Tritel, Inc., a Delaware corporation
("Tritel"), and AT&T Wireless Services, Inc., a Delaware corporation ("AT&T").

   Whereas, TeleCorp, Tritel, and AT&T desire to amend the Agreement;

   Now Therefore, in consideration of the premises and the agreements contained
herein, the parties hereto agree as follows:

   1. All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Agreement.

   2. Certificate of Incorporation. Exhibit H to the Agreement is hereby
amended by deleting Exhibit H in its entirety and replacing it with Annex I
attached hereto.

   3. Conversion of Capital Stock, etc. Section 1.6(c)(v) is hereby amended by
adding the words, "provided, however, that", after the semi-colon in the first
clause of Section 1.6(c)(v).

   4. Organization of the Holding Company. Section 2.1 of the Agreement is
hereby amended as follows:

     a. by replacing the words, "50% owned by TeleCorp and 50% owned by
  Tritel" in the first sentence of Section 2.1(a) with "100% owned by
  TeleCorp";

     b. by deleting the words, "and Tritel", from the fourth sentence of
  Section 2.1(a); and

     c. by deleting the words, "either" and "or Tritel" from the first
  sentence of Section 2.1(b).

   5. Capitalization. Section 3.3(b) of the Agreement is hereby amended by
deleting subsection (i) from the first sentence of Section 3.3(b) in its
entirety and replacing it with "(i) 87,837,221 shares of TeleCorp Common Stock
were issued and outstanding, which consisted of: (A) 86,698,889 shares of
TeleCorp Class A Voting Common Stock, (B) 283,813 shares of TeleCorp Class C
Common Stock, (C) 851,429 shares of TeleCorp Class D Common Stock, and (D)
3,090 shares of TeleCorp Voting Preference Common Stock;"

   6. Board of Directors and Officers. Schedule A to the Agreement is hereby
amended by deleting Schedule A in its entirety and replacing it with Annex II
attached hereto.

   7. Limited Effect. Except as expressly amended and modified by this
Amendment No. 1, the Agreement shall continue to be, and shall remain, in full
force and effect in accordance with its terms.

   8. Counterparts. This Amendment No. 1 may be executed by each of the parties
hereto on any number of separate counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
instrument.

   9. Governing Law. This Amendment No. 1 shall be governed by, and construed
in accordance with, the laws of the state of Delaware without reference to the
choice of law provisions thereof.

                            [SIGNATURE PAGE FOLLOWS]

                                      B-1
<PAGE>

   In Witness Whereof, the parties have caused this Amendment to be executed
and delivered as of the date first above written.

                                          Telecorp PCS, Inc.


                                          By: _________________________________
                                            Name:
                                            Title:

                                          Tritel, Inc.


                                          By: _________________________________
                                            Name:
                                            Title:

                                          AT&T Wireless Services, Inc.


                                          By: _________________________________
                                            Name:
                                            Title:

                                      B-2
<PAGE>

                                   ANNEX I to
  Amendment No. 1 to the Agreement and Plan of Reorganization and Contribution

                                   EXHIBIT H

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                               TELECORP PCS, INC.

   TeleCorp PCS, Inc., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:

   First: The name of the corporation is       (the "Corporation"). The
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware (the "Secretary of State") on
(the "Certificate of Incorporation").

   Second: This Amended and Restated Certificate of Incorporation (the "Amended
and Restated Certificate of Incorporation") has been duly adopted in accordance
with the provisions of Sections 242 and 245 of the General Corporation Law of
the State of Delaware ("GCL") and written consent has been given by the
stockholders of the Corporation in accordance with Section 228 of the GCL.

   Third: The Certificate of Incorporation is hereby amended and restated in
its entirety as follows:

                                   ARTICLE I

   The name of the Corporation shall be TeleCorp PCS, Inc.

                                   ARTICLE II

   The address of the Corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

                                  ARTICLE III

   The purpose of the Corporation is to engage in, carry on and conduct any
lawful act or activity for which corporations may be organized under the GCL.

                                   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      , consisting of (a)
20,000,000 shares of preferred stock, par value $.01 per share (the "Preferred
Stock"), consisting of 100,000 shares designated "Series A Convertible
Preferred Stock" (the "Series A Preferred Stock"), 200,000 shares designated
"Series B Preferred Stock" (the "Series B Preferred Stock"), 215,000 shares
designated "Series C Preferred Stock" (the "Series C Preferred Stock"), 50,000
shares designated "Series D Preferred Stock" (the "Series D Preferred Stock"),
30,000 shares designated "Series E Preferred Stock" (the "Series E Preferred
Stock"), 15,450,000 shares designated "Series F Preferred Stock" (the "Series F
Preferred Stock"), 100,000 shares designated as "Series G Preferred Stock" (the
"Series G Preferred Stock"), 200,000 shares designated as Series H Preferred
Stock" (the "Series H

                                      B-3
<PAGE>

Preferred Stock"), 300,000 shares designated as Series I Preferred Stock (the
"Series I Preferred Stock") and 3,355,000 undesignated shares available for
designation and issuance pursuant to Section 4.2, and (b)     shares of common
stock, par value $0.01 per share (the "Common Stock"), consisting of
1,108,550,000 shares designated "Class A Voting Common Stock" (the "Class A
Common Stock"), 808,550,000 shares designated "Class B Non-Voting Common Stock"
(the "Class B Common Stock"), 309,000 shares designated "Class C Common Stock"
(the "Class C Common Stock"), 927,000 shares designated "Class D Common Stock"
(the "Class D Common Stock"), 4,000,000 shares designated "Class E Common
Stock" (the "Class E Common Stock"), 12,000,000 shares designated "Class F
Common Stock" (the "Class F Common Stock") and 3,093 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 4.16.)

   4.2 Additional Series of Preferred Stock and Voting Rights of Preferred
Stock.

   (a) Subject to approval by holders of shares of any class or series of
Preferred Stock to the extent such approval is required by its terms, the Board
of Directors of the Corporation (the "Board of Directors") is hereby expressly
authorized, by resolution or resolutions, to provide, out of the unissued
shares of Preferred Stock, for series of Preferred Stock in addition to the
Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred
Stock, the Series D Preferred Stock, the Series E Preferred Stock, the Series F
Preferred Stock, the Series G Preferred Stock, the Series H Preferred Stock and
the Series I Preferred Stock. Before any shares of any such series are issued,
the Board of Directors shall fix, and hereby is expressly empowered to fix, by
resolutions, the following provisions of the shares thereof:

     (i) the designation of such series, the number of shares to constitute
  such series and the stated value thereof if different from the par value
  thereof;

     (ii) whether the shares of such series shall have voting rights, in
  addition to any voting rights provided by law, and, if so, the terms of
  such voting rights, which may be general or limited;

     (iii) the dividends, if any, payable on such series, whether any such
  dividends shall be cumulative, and, if so, from what dates, the conditions
  and dates upon which such dividends shall be payable, the preference or
  relation which such dividends shall bear to the dividends payable on any
  shares of stock of any other class or any other series of this class;

     (iv) whether the shares of such series shall be subject to redemption by
  the Corporation, and, if so, the times, prices and other conditions of such
  redemption;

     (v) the amount or amounts payable upon shares of such series upon, and
  the rights of the holders of such series in, the voluntary or involuntary
  liquidation, dissolution or winding up, or upon any distribution of the
  assets, of the Corporation;

     (vi) whether the shares of such series shall be subject to the operation
  of a retirement or sinking fund and, if so, the extent to and manner in
  which any such retirement or sinking fund shall be applied to the purchase
  or redemption of the shares of such series for retirement or other
  corporate purposes and the terms and provisions relative to the operation
  thereof;

     (vii) whether the shares of such series shall be convertible into, or
  exchangeable for, shares of stock of any other class or any other series of
  this class or any other securities and, if so, the price or prices or the
  rate or rates of conversion or exchange and the method, if any, of
  adjusting the same, and any other terms and conditions of conversion or
  exchange;

     (viii) the limitations and restrictions, if any, to be effective while
  any shares of such series are outstanding upon the payment of dividends or
  the making of other distributions on, and upon the purchase, redemption
  other acquisition by the Corporation of, the Common Stock or shares of
  stock of any other class or any other series of this class;

     (ix) the conditions or restrictions, if any, upon the creation of
  indebtedness of the Corporation or upon the issue of any additional stock,
  including additional shares of such series or of any other series of this
  class or of any other class; and

                                      B-4
<PAGE>

     (x) any other powers, preferences and relative, participating, optional
  and other special rights, and any qualifications, limitations and
  restrictions thereof.

   (b) The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
Preferred Stock shall be identical in all respects with all other shares of
such series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall be cumulative.

   (c) Shares of Preferred Stock of any series that have been redeemed (whether
through the operation of a sinking fund or otherwise) or that, if convertible
or exchangeable, have been converted into or exchanged for any other security
shall have the status of authorized and unissued shares of Preferred Stock of
the same series and may be reissued as a part of the series of which they were
originally a part or may be reclassified and reissued as part of a new series
of shares of Preferred Stock to be created by resolution or resolutions of the
Board of Directors or as part of any other series of shares of Preferred Stock,
all subject to the conditions or restrictions on issuance set forth in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of any series of shares of Preferred Stock.

   (d) Subject to the provisions of this Amended and Restated Certificate of
Incorporation and except as otherwise provided by law, the stock of the
Corporation, regardless of class, may be issued for such consideration and for
such corporate purposes as the Board of Directors may from time to time
determine.

   (e) Voting.

     (i) The holders of shares of Preferred 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 series of Preferred 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 series of
  Preferred Stock then outstanding, each Series of Preferred Stock shall be
  entitled to the number of votes voting as a class with all equity
  securities of the Corporation enumerated below and the number of votes or
  fractional votes to which each share of a particular series of Preferred
  Stock shall be entitled shall be the quotient determined by dividing the
  aggregate number of votes to which such series of Preferred Stock is
  entitled by the number of shares of such series of Preferred Stock then
  outstanding. Except as otherwise required by law or provided herein, the
  Series A Preferred Stock shall have 67,804 votes; the Series B Preferred
  Stock shall have 61,608 votes; the Series C Preferred Stock shall have
  124,096 votes; the Series D Preferred Stock shall have 30,308 votes; the
  Series E Preferred Stock shall have 16,184 votes; the Series H Preferred
  Stock shall have the number of votes which shares of Series A Preferred
  Stock exchanged for such Series H Preferred Stock in accordance with
  Section 4.14 previously had; the Series I Preferred Stock shall have the
  number of votes which shares of Series B Preferred Stock exchanged for such
  Series I Preferred Stock in accordance with Section 4.14 previously had;
  and the Series F Preferred Stock and the Series G Preferred Stock shall
  have the voting rights described in Section 4.12(c).

     (ii) In any matter requiring a separate class vote of holders of any
  series of Preferred Stock or a separate vote of two or more series of
  Preferred Stock voting together as a single class, for the purposes of such
  a class vote, each share of Preferred Stock of such series shall be
  entitled to one vote per share.

   4.3 Powers, Preferences and Rights of the Series A Preferred Stock. The
powers, preferences and rights of the Series A Preferred Stock and the
qualifications, limitations and restrictions thereof are as follows:

   (a) Ranking. The Series A Preferred Stock shall, with respect to the payment
of dividends and the distribution of assets on liquidation, dissolution or
winding up, rank on a parity with the Series B Preferred Stock, the Series H
Preferred Stock and the Series I Preferred Stock, and rank senior to Junior
Stock.

                                      B-5
<PAGE>

   (b) Dividends and Distributions.

     (i) Dividends. The holders of shares of Series A Preferred Stock shall
  be entitled to receive, as and when declared by the Board of Directors, out
  of funds legally available therefor, dividends on each outstanding share of
  Series A Preferred Stock, at an annual rate per share equal to ten percent
  (10%) of the Liquidation Preference, calculated on the basis of a 360-day
  year consisting of twelve 30-day months. Dividends shall be paid quarterly
  in arrears commencing on the Dividend Payment Date immediately following
  the last Dividend Payment Date arising with respect to Predecessor Stock
  exchanged for the Series A Preferred Stock in the manner provided in
  paragraph (iii) below.

     (ii) Accrued Dividends, Record Date. Dividends payable pursuant to
  paragraph (i) above shall begin to accrue and be cumulative from the date
  on which shares of Series A Preferred Stock are issued, or, with respect to
  shares of Series A Preferred Stock received in exchange for any Predecessor
  Stock, on the date when such Predecessor Stock was issued, and shall begin
  to accrue on a daily basis, in each case whether or not earned or declared.
  The Board of Directors may fix a record date for the determination of
  holders of shares of Series A Preferred Stock entitled to receive payment
  of the dividends payable pursuant to paragraph (i) above, which record date
  shall not be more than 60 days prior to the Dividend Payment Date.

     (iii) Payment. All dividends shall be payable in cash. Until the
  December 2008 Dividend Payment Date, the Corporation shall have the option
  to defer payment of dividends on Series A Preferred Stock. Any dividend
  payments so deferred shall be payable on and not earlier than the December
  2008 Dividend Payment Date.

     (iv) Dividends Pro Rata. All dividends paid with respect to shares of
  Series A Preferred Stock pursuant to this Section 4.3(b) shall be paid pro
  rata to the holders entitled thereto. In the event that the funds legally
  available therefor shall be insufficient for the payment of the entire
  amount of cash dividends payable at any Dividend Payment Date, subject to
  Section 4.3(c), such funds shall be allocated for the payment of dividends
  with respect to the shares of Series A Preferred Stock, Series B Preferred
  Stock, Series H Preferred Stock and Series I Preferred Stock pro rata based
  upon the Liquidation Preference of the outstanding shares.

   (c) Certain Restrictions.

     (i) Notwithstanding the provisions of Sections 4.3(b), (e) and (f), cash
  dividends on the Series A Preferred Stock may not be declared, paid or set
  apart for payment, nor may the Corporation redeem, purchase or otherwise
  acquire any shares of Series A Preferred Stock, if (A) the Corporation is
  not solvent or would be rendered insolvent thereby or (B) at such time the
  terms and provisions of any law or agreement of the Corporation, including
  any agreement relating to its indebtedness, specifically prohibit such
  declaration, payment or setting apart for payment or such redemption,
  purchase or other acquisition, or provide that such declaration, payment or
  setting apart for payment or such redemption, purchase or other acquisition
  would constitute a violation or breach thereof or a default thereunder.

     (ii) So long as shares of Series A Preferred Stock are outstanding or
  dividends payable on shares of Series A Preferred Stock have not been paid
  in full in cash, then the Corporation shall not declare or pay cash
  dividends on, or redeem, purchase or otherwise acquire for consideration,
  any shares of Common Stock or other shares of Junior Stock, except with the
  prior written consent of holders of a majority of the outstanding shares of
  Series A Preferred Stock, except that the Corporation may acquire, in
  accordance with the terms of any agreement between the Corporation and its
  employees, shares of Common Stock or Preferred Stock at a price not greater
  than the Market Price as of such date.

     (iii) The Corporation shall not permit any Subsidiary of the
  Corporation, or cause any other Person, to make any distribution with
  respect to, or purchase or otherwise acquire for consideration, any shares
  of capital stock of the Corporation, unless the Corporation could, pursuant
  to paragraph (ii) above, make such distribution or purchase or otherwise
  acquire such shares at such time and in such manner.

                                      B-6
<PAGE>

   (d) Voting Rights; Election of Directors.

     (i) In addition to the voting rights set forth in Section 4.2(e) or
  otherwise provided by law, the holders of shares of Series A Preferred
  Stock shall have the voting rights provided in paragraphs (ii) and (iii)
  below.

     (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, or by written consent, 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, except
  upon conversion or exchange pursuant to Section 4.14 of outstanding
  securities, (B) authorize, adopt or approve each amendment to this Amended
  and 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 such alteration or change results in such
  capital stock being Senior Stock or Parity Stock, (C) amend, alter or
  repeal any provision of this Amended and 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 in the aggregate an amount of
  shares of Series A Preferred Stock equal to at least 44,481 shares, holders
  of shares of Series A Preferred Stock shall have the exclusive right,
  voting separately as a single class, to designate one director of the
  Corporation. The foregoing right to designate one director may be exercised
  at any annual meeting of stockholders or a special meeting of stockholders
  or holders of Series A Preferred Stock held for such purpose or any
  adjournment thereof, or by the written consent, delivered to the Secretary
  of the Corporation, of 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 designate one director of
  the Corporation. So long as the Initial Holders own in the aggregate an
  amount of shares of Series A Preferred Stock equal to at least 44,481
  shares in the event any director so designated 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 or appointed 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.

   (e) Redemption at Option of the Corporation. The Corporation shall have the
right to redeem shares of Series A Preferred Stock pursuant to the following
provisions:

     (i) The Corporation shall not have any right to redeem shares of the
  Series A Preferred Stock prior to, with respect to any shares of Series A
  Preferred Stock, the 30th day after the twentieth anniversary of the
  issuance of such shares. Thereafter, subject to the restrictions in Section
  4.3(c)(i), the Corporation shall have the right, at its sole option and
  election, to redeem the shares of the Series A Preferred Stock, in whole
  but not in part, at any time at a redemption price (the "Series A
  Redemption Price") per share equal to the Liquidation Preference as of the
  redemption date;

     (ii) Notice of any redemption of the Series A Preferred Stock shall be
  mailed at least ten, but not more than 60, days prior to the date fixed for
  redemption to each holder of Series A Preferred Stock to be redeemed, at
  such holder's address as it appears on the books of the Corporation. In
  order to facilitate the

                                      B-7
<PAGE>

  redemption of the Series A Preferred Stock, the Board of Directors may fix
  a record date for the determination of holders of Series A Preferred Stock
  to be redeemed, or may cause the transfer books of the Corporation to be
  closed for the transfer of the Series A Preferred Stock, not more than 60
  days prior to the date fixed for such redemption;

     (iii) Within two Business Days after the redemption date specified in
  the notice given pursuant to paragraph (ii) above and the surrender of the
  certificate(s) representing shares of Series A Preferred Stock, the
  Corporation shall pay to the holder of the shares being redeemed the Series
  A Redemption Price therefor. Such payment shall be made by wire transfer of
  immediately available funds to an account designated by such holder or by
  overnight delivery (by a nationally recognized courier) of a bank check to
  such holder's address as it appears on the books of the Corporation; and

     (iv) Effective upon the date of the notice given pursuant to paragraph
  (ii) above, notwithstanding that any certificate for such shares shall not
  have been surrendered for cancellation, the shares represented thereby
  shall no longer be deemed outstanding, the rights to receive dividends
  thereon shall cease to accrue from and after the date of redemption
  designated in the notice of redemption and all rights of the holders of the
  shares of the Series A Preferred Stock called for redemption shall cease
  and terminate, excepting only the right to receive the Series A Redemption
  Price therefor in accordance with paragraph (iii) above and the right to
  convert such shares into shares of Class A Common Stock until the close of
  business on the third Business Day preceding the redemption date, as
  provided in Section 4.3(i).

   (f) Redemption at Option of Holder.

     (i) No holder of shares of Series A Preferred Stock shall have any right
  to require the Corporation to redeem any shares of Series A Preferred Stock
  prior to, with respect to any shares of Series A Preferred Stock, the 30th
  day after the twentieth anniversary of the issuance of such shares.
  Thereafter, subject to the restrictions set forth in Section 4.3(c)(i),
  each holder of shares of Series A Preferred Stock shall have the right, at
  the sole option and election of such holder, to require the Corporation to
  redeem all (but not less than all) of the shares of Series A Preferred
  Stock owned by such holder at a price per share equal to the Series A
  Redemption Price;

     (ii) The holder of any shares of the Series A Preferred Stock may
  exercise such holder's right to require the Corporation to redeem such
  shares by surrendering for such purpose to the Corporation, at its
  principal office or at such other office or agency maintained by the
  Corporation for that purpose, certificates representing the shares of
  Series A Preferred Stock to be redeemed, accompanied by a written notice
  stating that such holder elects to require the Corporation to redeem all
  (but not less than all) of such shares in accordance with the provisions of
  this Section 4.3(f), which notice may specify an account for delivery of
  the Series A Redemption Price;

     (iii) Within two Business Days after the surrender of such certificates,
  the Corporation shall pay to the holder of the shares being redeemed the
  Series A Redemption Price therefor. Such payment shall be made by wire
  transfer of immediately available funds to an account designated by such
  holder or by overnight delivery (by a nationally recognized courier) of a
  bank check to such holder's address as it appears on the books of the
  Corporation; and

     (iv) Such redemptions shall be deemed to have been made at the close of
  business on the date of the receipt of such notice and of such surrender of
  the certificates representing the shares of the Series A Preferred Stock to
  be redeemed and the rights of the holder thereof, except for the right to
  receive the Series A Redemption Price therefor in accordance herewith,
  shall cease on such date of receipt and surrender.

   (g) Reacquired Shares. Any shares of the Series A Preferred Stock redeemed
or purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued pursuant to Section 4.2(c) as part of a new
series of Preferred Stock to be

                                      B-8
<PAGE>

created by resolution or resolutions of the Board of Directors, subject to the
conditions or restrictions on issuance set forth herein.

   (h) Liquidation, Dissolution or Winding Up.

     (i) In the event of any liquidation, dissolution or winding up of the
  Corporation, either voluntary or involuntary, before any distribution or
  payment to holders of Junior Stock, the holders of shares of Series A
  Preferred Stock shall be entitled to be paid an amount equal to the
  Liquidation Preference with respect to each share of Series A Preferred
  Stock.

     (ii) If, upon any liquidation, dissolution or winding up of the
  Corporation, the assets of the Corporation available for distribution to
  the holders of Series A Preferred Stock shall be insufficient to permit
  payment in full to such holders of the sums which such holders are entitled
  to receive in such case, then all of the assets available for distribution
  to holders of the Series A Preferred Stock, Series B Preferred Stock,
  Series H Preferred Stock and Series I Preferred Stock shall be distributed
  among and paid to such holders ratably in proportion to the amounts that
  would be payable to such holders if such assets were sufficient to permit
  payment in full.

     (iii) Neither the consolidation or merger of the Corporation with or
  into any other Person nor the sale or other distribution to another Person
  of all or substantially all the assets, property or business of the
  Corporation, shall be deemed to be a liquidation, dissolution or winding up
  of the Corporation for purposes of this Section 4.3(h).

   (i) Conversion.

     (i) Stockholders' Right To Convert. No holder of shares of Series A
  Preferred Stock shall have any right to convert any shares of Series A
  Preferred Stock into Class A Common Stock or any other securities of the
  Corporation prior to July 17, 2006. Thereafter, each share of Series A
  Preferred Stock held by the Initial Holders or a Qualified Transferee shall
  be convertible, at the sole option and election of the Initial Holders or
  Qualified Transferee, into fully paid and non-assessable shares of Class A
  Common Stock.

     (ii) Number of Shares of Class A Common Stock Issuable upon
  Conversion. The number of shares of Class A Common Stock to be issued upon
  conversion of shares of Series A Preferred Stock pursuant to paragraph (i)
  above shall be equal to the product of (A) the Series A Conversion Rate as
  of the date of the applicable notice pursuant to paragraph (iv) below,
  multiplied by (B) the number of shares of Series A Preferred Stock to be
  converted.

     (iii) Fractional Shares. Notwithstanding any other provision of this
  Amended and Restated Certificate of Incorporation, the Corporation shall
  not be required to issue fractions of shares upon conversion of any shares
  of Series A Preferred Stock or to distribute certificates which evidence
  fractional shares. In lieu of fractional shares, the Corporation may pay
  therefor, at the time of any conversion of shares of Series A Preferred
  Stock as herein provided, an amount in cash equal to such fraction
  multiplied by the Market Price of a share of Class A Common Stock on such
  date.

     (iv) Mechanics of Conversion. The Initial Holders or Qualified
  Transferee may exercise its option to convert by surrendering for such
  purpose to the Corporation, at its principal office or such other office or
  agency maintained by the Corporation for that purpose, certificates
  representing the shares of Series A Preferred Stock to be converted,
  accompanied by a written notice, delivered in accordance with the terms of
  the Stockholders Agreement, stating that such holder elects to convert such
  shares in accordance with this Section 4.3(i). The date of receipt of such
  certificates and notice by the Corporation at such office shall be the
  conversion date (the "Series A Conversion Date"). If required by the
  Corporation, certificates surrendered for conversion shall be endorsed or
  accompanied by a written instrument or instruments of transfer, in form
  satisfactory to the Corporation, duly executed by the registered holder or
  his or its attorney duly authorized in writing. Within ten Business Days
  after the Series A Conversion Date (or, if at the time of such surrender
  the shares of Class A Common Stock are not listed or admitted for trading
  on any national securities exchange and are not quoted on NASDAQ or any
  similar service, within ten

                                      B-9
<PAGE>

  Business Days of the determination of the Market Price pursuant to the
  Appraisal Procedure), the Corporation shall issue to such holder a number
  of shares of Class A Common Stock into which such shares of Series A
  Preferred Stock are convertible pursuant to paragraph (ii) above.
  Certificates representing such shares of Class A Common Stock shall be
  delivered to such holder at such holder's address as it appears on the
  books of the Corporation.

     (v) Termination of Rights. All shares of Series A Preferred Stock which
  shall have been surrendered for conversion as herein provided shall no
  longer be deemed to be outstanding and all rights with respect to such
  shares, including the rights, if any, to receive notices and to vote, shall
  immediately cease and terminate on the Series A Conversion Date, except
  only the right of the holders thereof to receive shares of Class A Common
  Stock in exchange therefor and payment of any declared and unpaid dividends
  thereon.

     (vi) No Conversion Charge or Tax. The issuance and delivery of
  certificates for shares of Class A Common Stock upon the conversion of
  shares of Series A Preferred Stock shall be made without charge to the
  holder of shares of Series A Preferred Stock for any issue or transfer tax,
  or other incidental expense in respect of the issuance or delivery of such
  certificates or the securities represented thereby, all of which taxes and
  expenses shall be paid by the Corporation.

     (vii) Reorganization, Reclassification and Merger Adjustment. If there
  occurs any capital reorganization or any reclassification of the Class A
  Common Stock of the Corporation, the consolidation or merger of the
  Corporation with or into another Person (other than a merger or
  consolidation of the Corporation in which the Corporation is the continuing
  corporation and which does not result in any reclassification or change of
  outstanding shares of its Class A Common Stock) or the sale or conveyance
  of all or substantially all of the assets of the Corporation to another
  Person, then each share of Series A Preferred Stock shall thereafter be
  convertible into the same kind and amounts of securities (including shares
  of stock) or other assets, or both, which were issuable or distributable to
  the holders of outstanding Class A Common Stock of the Corporation upon
  such reorganization, reclassification, consolidation, merger, sale or
  conveyance, in respect of that number of shares of Class A Common Stock
  into which such share of Series A Preferred Stock might have been converted
  immediately prior to such reorganization, reclassification, consolidation,
  merger, sale or conveyance; and, in any such case, appropriate adjustments
  (as determined in good faith by the Board of Directors of the Corporation,
  whose determination shall be conclusive) shall be made to assure that the
  provisions set forth herein shall thereafter be applicable, as nearly as
  reasonably may be practicable, in relation to any securities or other
  assets thereafter deliverable upon the conversion of the Series A Preferred
  Stock.

     (viii) Notice of Adjustment. Whenever the securities or other property
  deliverable upon the conversion of the Series A Preferred Stock shall be
  adjusted pursuant to the provisions hereof, the Corporation shall promptly
  give written notice thereof to each holder of shares of Series A Preferred
  Stock at such holder's address as it appears on the transfer books of the
  Corporation and shall forthwith file, at its principal executive office and
  with any transfer agent or agents for the Series A Preferred Stock and the
  Class A Common Stock, a certificate, signed by the Chairman of the Board,
  President or one of the Vice Presidents of the Corporation, and by its
  Chief Financial Officer, Treasurer or one of its Assistant Treasurers,
  stating the securities or other property deliverable per share of Series A
  Preferred Stock calculated to the nearest cent or to the nearest one-
  hundredth of a share and setting forth in reasonable detail the method of
  calculation and the facts requiring such adjustment and upon which such
  calculation is based. Each adjustment shall remain in effect until a
  subsequent adjustment hereunder is required.

     (ix) Reservation of Class A Common Stock. The Corporation shall at all
  times reserve and keep available for issuance upon the conversion of the
  shares of Series A Preferred Stock the maximum number of its authorized but
  unissued shares of Class A Common Stock as is reasonably anticipated to be
  sufficient to permit the conversion of all outstanding shares of Series A
  Preferred Stock, and shall take all action required to increase the
  authorized number of shares of Class A Common Stock if at any time there
  shall be insufficient authorized but unissued shares of Class A Common
  Stock to permit such reservation or to permit the conversion of all
  outstanding shares of Series A Preferred Stock.

                                      B-10
<PAGE>

   (j) Qualified Transfer. If at any time an Initial Holder or Qualified
Transferee desires to sell, transfer or otherwise dispose of shares of Series A
Preferred Stock pursuant to a Qualified Transfer, it shall, with respect to
each such proposed transfer, give written notice (a "Qualified Transfer
Notice") to the Corporation at its principal executive office specifying up to
ten prospective transferees. Upon receipt of such notice, the Corporation shall
have ten days to give written notice to the Initial Holders or Qualified
Transferee specifying its disapproval of (A) any or all of such prospective
transferees if it has good reason for such disapproval and specifying such
reason and (B) up to two of such prospective transferees with or without good
reason.

   (k) Notice of Certain Events. In case the Corporation shall propose at any
time or from time to time (i) to declare or pay any dividend payable in stock
of any class to the holders of Common Stock or to make any other distribution
to the holders of Common Stock, (ii) to offer to the holders of Common Stock
rights or warrants to subscribe for or to purchase any additional shares of
Common Stock or shares of stock of any class or any other securities, rights or
options, (iii) to effect any reclassification of its Common Stock, (iv) to
effect any consolidation, merger or sale, transfer or other disposition of all
or substantially all of the property, assets or business of the Corporation
which would, if consummated, adjust the Series A Conversion Rate or the
securities issuable upon conversion of shares of Series A Preferred Stock, or
(v) to effect the liquidation, dissolution or winding up of the Corporation,
then, in each such case, the Corporation shall mail to each holder of shares of
Series A Preferred Stock, at such holder's address as it appears on the
transfer books of the Corporation, a written notice of such proposed action,
which shall specify (A) the date on which a record is to be taken for the
purpose of such dividend or distribution of rights or warrants or, if a record
is not to be taken, the date as of which the holders of shares of Common Stock
of record to be entitled to such dividend or distribution of rights or warrants
are to be determined, or (B) the date on which such reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation or winding up
is expected to become effective, and such notice shall be so given as promptly
as possible but in any event at least ten Business Days prior to the applicable
record, determination or effective date, specified in such notice.

   (l) Certain Remedies. Any registered holder of shares of Series A Preferred
Stock shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Amended and Restated Certificate of Incorporation and to
enforce specifically the terms and provisions of this Amended and Restated
Certificate of Incorporation in any court of the United States or any state
thereof having jurisdiction, this being in addition to any other remedy to
which such holder may be entitled at law or in equity.

   4.4 Powers, Preferences and Rights of the Series B Preferred Stock. The
Series B Preferred Stock shall rank on a parity with the Series A Preferred
Stock, the Series H Preferred Stock and the Series I Preferred Stock, and the
powers, preferences and rights of the Series B Preferred Stock, and the
qualifications, limitations, and restrictions thereof, shall be identical to
those of the Series A Preferred Stock, except that (a) any references to the
"December 2008 Dividend Payment Date" shall instead be a reference to the "June
2009 Dividend Payment Date"; (b) holders shall have the right to designate one
director and designate replacements for such director, pursuant to Section
4.3(d)(iii), so long as the Initial Holders own, in the aggregate, an amount of
Series B Preferred Stock equal to at least 60,446 shares, (c) no holder of
Series B Preferred Stock shall have the right to convert Series B Preferred
Stock into Class A Common Stock or any other securities, pursuant to Section
4.3(i), prior to January 15, 2007; and (d) the words "Series B Preferred Stock"
and "Series A Preferred Stock" shall be substituted for all references in
Section 4.3 to Series A Preferred Stock and Series B Preferred Stock,
respectively, and any references in Section 4.3 to "TeleCorp PCS, Inc." shall
instead be a reference to "Tritel, Inc."

   4.5 Powers, Preferences and Rights of the Series C Preferred Stock. The
powers, preferences and rights of the Series C Preferred Stock and the
qualifications, limitations and restrictions thereof are as follows:

   (a) Ranking. The Series C Preferred Stock shall rank (i) junior to the
Series A Preferred Stock, the Series B Preferred Stock, the Series H Preferred
Stock and the Series I Preferred Stock with respect to the payment of dividends
and the distribution of assets on liquidation, dissolution or winding up, (ii)
junior to the Series D Preferred Stock with respect to the distribution of
assets on a Statutory Liquidation, (iii) on a parity

                                      B-11
<PAGE>

with the Series D Preferred Stock with respect to the distribution of assets on
liquidation, dissolution or winding up (other than on a Statutory Liquidation),
(iv) on a parity with the Series D Preferred Stock and the Common Stock with
respect to the payment of dividends, and (v) senior to the Common Stock and any
series or class of the Corporation's common or preferred stock, now or
hereafter authorized (other than Series A Preferred Stock, Series B Preferred
Stock, Series D Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock), with respect to the payment of dividends and the distribution of assets
on liquidation, dissolution and winding up.

   (b) Dividends. Holders of Series C Preferred Stock shall be entitled to
dividends in cash or property when, as and if, declared by the Board of
Directors of the Corporation; provided that, in no event shall dividends in
excess of the Liquidation Preference be declared or paid. So long as shares of
Series C Preferred Stock are outstanding or dividends payable on shares of
Series C Preferred Stock have not been paid in full in cash, the Corporation
shall not declare or pay cash dividends on, or redeem, purchase or otherwise
acquire for consideration, any shares of any class of common stock or series of
preferred stock ranking junior to or on a parity with the Series C Preferred
Stock, except that the Corporation may acquire, in accordance with the terms of
any agreement between the Corporation and its employees, shares of Common Stock
or Preferred Stock at a price not greater than the Market Price as of such
date. The Corporation shall not declare or pay cash dividends on, or redeem,
purchase or otherwise acquire for consideration, any shares of Series D
Preferred Stock unless concurrently therewith the Corporation shall declare or
pay cash dividends on, or redeem, purchase or otherwise acquire for
consideration, as the case may be, shares of Series C Preferred Stock ratably
in accordance with the number of shares of Series C Preferred Stock and Series
D Preferred Stock then outstanding.

   (c) Liquidation Preference.

     (i) In the event of any liquidation, dissolution or winding up of the
  Corporation, the holders of Series C Preferred Stock shall be entitled to
  receive out of the assets of the Corporation, whether such assets are
  capital or surplus of any nature, after payment is made to holders of all
  series of preferred stock ranking senior to the Series C Preferred Stock
  with respect to rights on liquidation, dissolution or winding up
  (including, in the case of a Statutory Liquidation, the Series D Preferred
  Stock), but before any payment shall be made or any assets distributed to
  the holders of Common Stock or any series of preferred stock ranking junior
  to the Series C Preferred Stock with respect to rights on liquidation,
  dissolution or winding up, an amount equal to the Liquidation Preference
  and no more.

     (ii) If upon any liquidation, dissolution or winding up of the
  Corporation the assets of the Corporation to be distributed are
  insufficient to permit the payment to all holders of Series C Preferred
  Stock and any other series of preferred stock ranking on a parity with
  Series C Preferred Stock with respect to rights on liquidation, dissolution
  or winding up (including, in the case of a liquidation, dissolution or
  winding up other than a Statutory Liquidation, the Series D Preferred
  Stock), to receive their full preferential amounts, the entire assets of
  the Corporation shall be distributed among the holders of Series C
  Preferred Stock and all such other series ratably in accordance with their
  respective Liquidation Preference.

     (iii) Neither the consolidation or merger of the Corporation with or
  into any other Person nor the sale or other distribution to another Person
  of all or substantially all the assets, property or business of the
  Corporation, shall be deemed to be a liquidation, dissolution or winding up
  of the Corporation for purposes of this Section 4.5(c).

   (d) Voting Rights.

     (i) In addition to the voting rights set forth in Section 4.2(e) or
  otherwise provided by law, the holders of shares of Series C Preferred
  Stock shall have the voting rights provided in paragraph (ii) below.

     (ii) The affirmative vote of holders of not less than a majority of
  Series C Preferred Stock shall be required 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

                                      B-12
<PAGE>

  classes of stock ranking senior to or pari passu with the Series C
  Preferred Stock or any additional shares of Series C Preferred Stock,
  except upon conversion or exchange pursuant to Section 4.14 of outstanding
  securities, (B) authorize, adopt or approve each amendment to this Amended
  and Restated Certificate of Incorporation that would increase or decrease
  the par value of the shares of Series C Preferred Stock, alter or change
  the powers, preferences or rights of the shares of Series C Preferred Stock
  or alter or change the powers, preferences or rights of any other capital
  stock of the Corporation if such alteration or change results in such
  capital stock ranking senior to or pari passu with the Series C Preferred
  Stock, (C) amend, alter or repeal any provision of this Amended and
  Restated Certificate of Incorporation so as to affect the shares of Series
  C 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 stock senior to or
  pari passu with the Series C Preferred Stock.

   (e) Redemption at Option of the Corporation. The Corporation shall have the
right to redeem shares of Series C Preferred Stock pursuant to the following
provisions:

     (i) Subject to the restrictions set forth in Section 4.5(g)(i), the
  Corporation shall have the right, at its sole option and election, to
  redeem the shares of the Series C Preferred Stock, in whole but not in
  part, at any time at a redemption price per share (the "Series C Redemption
  Price") equal to the Liquidation Preference thereof as of the redemption
  date; provided, that concurrently with such redemption, the Corporation
  shall redeem the shares of Series D Preferred Stock, in whole and not in
  part, at a redemption price per share (the "Series D Redemption Price")
  equal to the Liquidation Preference thereof as of the redemption date;
  provided, further, that if the funds legally available to the Corporation
  are insufficient to effect the redemption of the Series C Preferred Stock
  and the Series D Preferred Stock in full, such funds shall be allocated
  among the shares of Series C Preferred Stock and Series D Preferred Stock
  ratably in accordance with the number of shares of each Series outstanding
  as of the redemption date;

     (ii) Notice of any redemption of the Series C Preferred Stock and Series
  D Preferred Stock shall be mailed at least ten but not more than 60 days
  prior to the date fixed for redemption to each holder of Series C Preferred
  Stock and Series D Preferred Stock to be redeemed, at such holder's address
  as it appears on the books of the Corporation. In order to facilitate the
  redemption of the Series C Preferred Stock and Series D Preferred Stock,
  the Board of Directors may fix a record date for the determination of
  holders of Series C Preferred Stock and Series D Preferred Stock to be
  redeemed, or may cause the transfer books of the Corporation to be closed
  for the transfer of the Series C Preferred Stock and Series D Preferred
  Stock, not more than 60 days prior to the date fixed for such redemption;

     (iii) Within two Business Days after the redemption date specified in
  the notice given pursuant to paragraph (ii) above and the surrender of the
  certificate(s) representing shares of Series C Preferred Stock or Series D
  Preferred Stock, as the case may be, the Corporation shall pay to the
  holder of the shares being redeemed the Series C Redemption Price or the
  Series D Redemption Price therefor. Such payment shall be made by wire
  transfer of immediately available funds to an account designated by such
  holder or by overnight delivery (by a nationally recognized courier) of a
  bank check to such holder's address as it appears on the books of the
  Corporation; and

     (iv) Effective upon the date of the notice given pursuant to paragraph
  (ii) above, notwithstanding that any certificate for such shares shall not
  have been surrendered for cancellation, the shares represented thereby
  shall no longer be deemed outstanding, the rights to receive dividends
  thereon shall cease to accrue from and after the date of redemption
  designated in the notice of redemption and all rights of the holders of the
  shares of the Series C Preferred Stock or Series D Preferred Stock, as the
  case may be, called for redemption shall cease and terminate, excepting
  only the right to receive the Series C Redemption Price or the Series D
  Redemption Price therefor in accordance with paragraph (iii) above.

   (f) Redemption at Option of Holder.

     (i) No holder of shares of Series C Preferred Stock shall have any right
  to require the Corporation to redeem any shares of Series C Preferred Stock
  prior to, with respect to any shares of the Series C

                                      B-13
<PAGE>

  Preferred Stock, the 30th day after the twentieth anniversary of the
  issuance of such shares. Thereafter, subject to the restrictions set forth
  in Section 4.5(g)(i), each holder of shares of Series C Preferred Stock
  shall have the right, at the sole option and election of such holder, to
  require the Corporation to redeem all (but not less than all) of the shares
  of Series C Preferred Stock owned by such holder at a price per share equal
  to the Series C Redemption Price;

     (ii) The holder of any shares of the Series C Preferred Stock may
  exercise such holder's right to require the Corporation to redeem such
  shares by surrendering for such purpose to the Corporation, at its
  principal office or at such other office or agency maintained by the
  Corporation for that purpose, certificates representing the shares of
  Series C Preferred Stock to be redeemed, accompanied by a written notice
  stating that such holder elects to require the Corporation to redeem all
  (but not less than all) of such shares in accordance with the provisions of
  this Section 4.5(f), which notice may specify an account for delivery of
  the Series C Redemption Price;

     (iii) Within two Business Days after the surrender of such certificates,
  the Corporation shall pay to the holder of the shares being redeemed the
  Series C Redemption Price therefor. Such payment shall be made by wire
  transfer of immediately available funds to an account designated by such
  holder or by overnight delivery (by a nationally recognized courier) of a
  bank check to such holder's address as it appears on the books of the
  Corporation; and

     (iv) Such redemptions shall be deemed to have been made at the close of
  business on the date of the receipt of such notice and of such surrender of
  the certificates representing the shares of the Series C Preferred Stock to
  be redeemed and the rights of the holder thereof, except for the right to
  receive the Series C Redemption Price therefor in accordance herewith,
  shall cease on such date of receipt and surrender.

   (g) Certain Restrictions.

     (i) Notwithstanding the provisions of Sections 4.5(b) or (f), cash
  dividends on the Series C Preferred Stock may not be declared, paid or set
  apart for payment, nor may the Corporation redeem, purchase or otherwise
  acquire any shares of Series C Preferred Stock, if (A) the Corporation is
  not solvent or would be rendered insolvent thereby or (B) at such time the
  terms and provisions of any law or agreement of the Corporation, including
  any agreement relating to its indebtedness, specifically prohibit such
  declaration, payment or setting apart for payment or such redemption,
  purchase or other acquisition, or provide that such declaration, payment or
  setting apart for payment or such redemption, purchase or other acquisition
  would constitute a violation or breach thereof or a default thereunder.

     (ii) So long as shares of Series C Preferred Stock are outstanding or
  dividends payable on shares of Series C Preferred Stock have not been paid
  in full in cash, the Corporation shall not declare or pay cash dividends
  on, or redeem, purchase or otherwise acquire for consideration, any shares
  of Common Stock or other shares of capital stock of the Corporation ranking
  junior to or on a parity basis with the Series C Preferred Stock, except
  with the prior written consent of holders of a majority of the outstanding
  shares of Series C Preferred Stock, except that the Corporation may
  acquire, in accordance with the terms of any agreement between the
  Corporation and its employees, shares of Common Stock from its employees at
  a price equal to such employee's purchase price therefor without such
  consent.

     (iii) The Corporation shall not permit any Subsidiary of the
  Corporation, or cause any other Person, to make any distribution with
  respect to, or purchase or otherwise acquire for consideration, any shares
  of Common Stock or other shares of capital stock of the Corporation ranking
  junior to or on a parity basis with the Series C Preferred Stock unless the
  Corporation could, pursuant to paragraph (i) above, make such distribution
  or purchase or otherwise acquire such shares at such time and in such
  manner.

   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)

                                      B-14
<PAGE>

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) the shares of Series D Preferred Stock shall be subject to redemption, pro
rata with the Series C Preferred Stock, in accordance with Section 4.5(e), and
(iii) 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.

   (b) Ranking. The Series D Preferred Stock shall rank (i) junior to the
Series A Preferred Stock, the Series B Preferred Stock, the Series H Preferred
Stock and the Series I Preferred Stock with respect to the payment of dividends
and the distribution of assets on liquidation, dissolution or winding up, (ii)
senior to the Series C Preferred Stock with respect to the distribution of
assets on a Statutory Liquidation, (iii) on a parity with the Series C
Preferred Stock with respect to the distribution of assets on liquidation,
dissolution or winding up (other than on a Statutory Liquidation), (iv) on a
parity with the Series C Preferred Stock and the Common Stock with respect to
the payment of dividends, and (v) senior to the Common Stock and any series or
class of the Corporation's common or preferred stock, now or hereafter
authorized (other than Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock), with respect to the payment of dividends and distribution of assets on
liquidation, dissolution and winding up.

   4.7 Powers, Preferences and Rights of the Series E Preferred Stock. The
powers, preferences and rights of the Series E Preferred Stock, and the
qualifications, limitations and restrictions thereof, shall be identical to
those of the Series C Preferred Stock, except that (a) the Series E Preferred
Stock shall rank, with respect to the payment of dividends and the distribution
of assets on liquidation, dissolution or winding up, (i) junior to the Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, the Series H Preferred Stock and the Series I Preferred Stock
and (ii) senior to the Series F Preferred Stock and the Common Stock and any
series or class of the Corporation's common or preferred stock, now or
hereafter authorized (other than the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series H
Preferred Stock or Series I Preferred Stock), (b) the provisos to Section
4.5(e)(i) shall not apply to a redemption of the Series E Preferred Stock, and
(c) the words "Series E Preferred Stock" shall be substituted for all
references in Section 4.5 to Series C Preferred Stock.

   4.8 Powers, Preferences and Rights of the Series F Preferred Stock. The
powers, preferences and rights of the Series F Preferred Stock, and the
qualifications, limitations and restrictions thereof are as follows:

   (a) Ranking. The Series F Preferred Stock shall rank (i) junior to the
Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred
Stock, the Series D Preferred Stock, the Series E Preferred Stock, the Series H
Preferred Stock and the Series I Preferred Stock with respect to the payment of
dividends and the distribution of assets on liquidation, dissolution or winding
up, (ii) on a parity with the Series G Preferred Stock with respect to the
payment of dividends and the distribution of assets on liquidation, dissolution
or winding up, (iii) on a parity with the Common Stock with respect to the
distribution of assets on liquidation, dissolution or winding up (other than on
a Statutory Liquidation), (iv) senior to the Common Stock with respect to the
distribution of assets on a Statutory Liquidation, (v) on a parity with the
Common Stock with respect to the payment of dividends, and (vi) senior to any
series or class of the Corporation's common or preferred stock hereafter
authorized (other than Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock,
Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock,
Series I Preferred Stock or Common Stock), with respect to the payment of
dividends and the distribution of assets on liquidation, dissolution and
winding up.

   (b) Dividends. Holders of Series F Preferred Stock shall be entitled to
dividends in cash or property when, as and if, declared by the Board of
Directors of the Corporation.

   (c) Liquidation Preference.

     (i) In the event of any liquidation, dissolution or winding up of the
  Corporation, the holders of Series F Preferred Stock shall be entitled to
  receive out of the assets of the Corporation, whether such

                                      B-15
<PAGE>

  assets are capital or surplus of any nature, after payment is made to
  holders of all series of preferred stock ranking senior to the Series F
  Preferred Stock with respect to rights on liquidation, dissolution or
  winding up, but before any payment shall be made or any assets distributed
  to the holders of Common Stock or any series of preferred stock ranking
  junior to the Series F Preferred Stock with respect to rights on
  liquidation, dissolution or winding up, an amount equal to the Liquidation
  Preference and no more.

     (ii) If upon any liquidation, dissolution or winding up of the
  Corporation the assets of the Corporation to be distributed are
  insufficient to permit the payment to all holders of Series F Preferred
  Stock and any other series of preferred stock ranking on a parity with
  Series F Preferred Stock with respect to rights on liquidation, dissolution
  or winding up, to receive their full preferential amounts, the entire
  assets of the Corporation shall be distributed among the holders of Series
  F Preferred Stock and all such other series ratably in accordance with
  their respective Liquidation Preference.

     (iii) After payment to the holders of Series F Preferred Stock of the
  amounts set forth in paragraph (i) above, the entire remaining assets and
  funds of the Corporation legally available for distribution, if any, shall
  be distributed among the holders of the Participating Stock in proportion
  to the shares of Participating Stock then held by them as of the date of
  the liquidation, dissolution or winding up of the Corporation.

     (iv) Neither the consolidation or merger of the Corporation with or into
  any other Person nor the sale or other distribution to another Person of
  all or substantially all the assets, property or business of the
  Corporation, shall be deemed to be a liquidation, dissolution or winding up
  of the Corporation for purposes of this Section 4.8(c).

   (d) Voting Rights.

     (i) In addition to the voting rights set forth in Section 4.12(c)(i) or
  otherwise provided by law, the holders of shares of Series F Preferred
  Stock shall have the voting rights provided in paragraph (ii) below.

     (ii) The affirmative vote of holders of not less than a majority of
  Series F Preferred Stock shall be required 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 stock ranking
  senior to or pari passu with the Series F Preferred Stock or any additional
  shares of Series F Preferred Stock, except upon conversion or exchange of
  outstanding securities pursuant to Section 4.14, (B) authorize, adopt or
  approve each amendment to this Amended and Restated Certificate of
  Incorporation that would increase or decrease the par value of the shares
  of Series F Preferred Stock, alter or change the powers, preferences or
  rights of the shares of Series F Preferred Stock or alter or change the
  powers, preferences or rights of any other capital stock of the Corporation
  if such alteration or change results in such capital stock ranking senior
  to or pari passu with the Series F Preferred Stock, (C) amend, alter or
  repeal any provision of this Amended and Restated Certificate of
  Incorporation so as to affect the shares of Series F 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 stock senior to or pari passu with
  the Series F Preferred Stock. For purposes hereof, Common Stock shall not
  be deemed to be pari passu with or on parity with the Series F Preferred
  Stock.

   (e) Conversion. The shares of Series F Preferred Stock shall be convertible
into shares of Common Stock as follows:

     (i) Optional Conversion. Each share of Series F Preferred Stock shall be
  convertible, at the option of the holder thereof, at any time and from time
  to time, into one fully paid and non-assessable share of Class A Common
  Stock; provided that, unless and until the Tracked Common Stock shall be
  convertible into Class A Common Stock in accordance with Section 4.12(e),
  each of the first 195,063 shares of Series F Preferred Stock converted
  pursuant to this paragraph shall be convertible into one fully paid and
  non-assessable share of Class D Common Stock.

                                      B-16
<PAGE>

     (ii) Mechanics of Optional Conversion. In order for a holder of Series F
  Preferred Stock to convert such shares into shares of Common Stock, such
  holder shall surrender the certificate(s) for such shares of Series F
  Preferred Stock at the office of the transfer agent for the Series F
  Preferred Stock (or if the Corporation serves as its own transfer agent, at
  the principal office of the Corporation), together with written notice that
  such holder elects to convert all or any number of the shares of the Series
  F Preferred Stock represented by such certificate(s). If required by the
  Corporation, certificates surrendered for conversion shall be endorsed or
  accompanied by a written instrument or instruments of transfer, in form
  satisfactory to the Corporation, duly executed by the registered holder or
  his or its attorney duly authorized in writing. The date of receipt of such
  certificates and notice by the transfer agent (or by the Corporation if the
  Corporation serves as its own transfer agent) shall be the conversion date
  (the "Optional Conversion Date"). The Corporation shall, within ten
  Business Days after the Optional Conversion Date, issue and deliver at such
  office to such holder of Series F Preferred Stock, or to his or its
  nominees, one or more certificates for the number of whole shares of Common
  Stock (and any shares of Series F Preferred Stock represented by the
  certificate delivered to the Corporation by the holder thereof that are not
  converted into Common Stock) issuable upon such conversion in accordance
  with the provisions hereof.

     (iii) Reservation of Shares. The Corporation shall at all times when the
  Series F Preferred Stock shall be outstanding, reserve and keep available
  out of its authorized but unissued stock, for the purpose of effecting the
  conversion of the Series F Preferred Stock, such number of its duly
  authorized shares of Common Stock as shall from time to time be sufficient
  to effect the conversion of all outstanding shares of Series F Preferred
  Stock. Before taking any action which would cause Common Stock upon the
  conversion of Series F Preferred Stock, to be issued below the then par
  value of the shares of Common Stock the Corporation will take any corporate
  action that may, in the opinion of its counsel, be necessary in order that
  the Corporation may validly and legally issue fully paid and non-assessable
  shares of Common Stock, as the case may be, to the holders of Series F
  Preferred Stock.

     (iv) Adjustments for Dividends. Upon any conversion of Series F
  Preferred Stock, no adjustment to the conversion ratio shall be made for
  declared and unpaid dividends on the Series F Preferred Stock surrendered
  for conversion or on the Common Stock delivered upon conversion.

     (v) Termination of Rights. All shares of Series F Preferred Stock which
  shall have been surrendered for conversion as herein provided shall no
  longer be deemed to be outstanding and all rights with respect to such
  shares, including the rights, if any, to receive notices and to vote, shall
  immediately cease and terminate on the Optional Conversion Date, except
  only the right of the holders thereof to receive shares of Common Stock in
  exchange therefor and payment of any declared and unpaid dividends thereon.
  On and as of the Optional Conversion Date, the shares of Common Stock
  issuable upon such conversion shall be deemed to be outstanding, and the
  holder thereof shall be entitled to exercise and enjoy all rights with
  respect to such shares of Common Stock including the rights, if any, to
  receive notices and to vote. Shares of Series F Preferred Stock converted
  into Common Stock will be restored to the status of authorized but unissued
  shares of Common Stock or preferred stock without designation as to class
  or series, and may thereafter be issued, whether or not designated as
  shares of Class A Common Stock or Series F Preferred Stock.

     (vi) No Conversion Charge or Tax. The issuance and delivery of
  certificates for shares of Common Stock upon the conversion of shares of
  Series F Preferred Stock shall be made without charge to the holder of
  shares of Series F Preferred Stock for any issue or transfer tax, or other
  incidental expense in respect of the issuance or delivery of such
  certificates or the securities represented thereby, all of which taxes and
  expenses shall be paid by the Corporation.

     (vii) Reorganization, Reclassification and Merger Adjustment. If there
  occurs any capital reorganization or any reclassification of the Common
  Stock of the Corporation, the consolidation or merger of the Corporation
  with or into another Person (other than a merger or consolidation of the
  Corporation in which the Corporation is the continuing corporation and
  which does not result in any reclassification or change of outstanding
  shares of its Common Stock) or the sale or conveyance of all or

                                      B-17
<PAGE>

  substantially all of the assets of the Corporation to another Person, then
  each share of Series F Preferred Stock shall thereafter be convertible into
  the same kind and amounts of securities (including shares of stock) or
  other assets, or both, which were issuable or distributable to the holders
  of outstanding Common Stock of the Corporation upon such reorganization,
  reclassification, consolidation, merger, sale or conveyance, in respect of
  that number of shares of Common Stock into which such share of Series F
  Preferred Stock might have been converted immediately prior to such
  reorganization, reclassification, consolidation, merger, sale or
  conveyance; and, in any such case, appropriate adjustments (as determined
  in good faith by the Board of Directors of the Corporation, whose
  determination shall be conclusive) shall be made to assure that the
  provisions set forth herein shall thereafter be applicable, as nearly as
  reasonably may be practicable, in relation to any securities or other
  assets thereafter deliverable upon the conversion of the Series F Preferred
  Stock.

     (viii) Effect of Dividends, Distributions, Subdivisions of
  Combinations. If the Corporation declares a dividend or other distribution
  payable in Common Stock or Securities convertible into or exchangeable for
  Common Stock or subdivides its outstanding shares of Common Stock into a
  larger number or combines its outstanding shares of Common Stock into a
  smaller number, then the number of shares of Common Stock issuable upon
  conversion of the Series F Preferred Stock shall be appropriately adjusted
  to give effect to such dividend, other distribution, subdivision or
  combination.

     (ix) Effect of Distributions In Kind. In case the corporation shall
  distribute to the holders of its capital stock any additional shares of its
  capital stock or other securities of other persons, evidences of
  indebtedness issued by the Corporation or other persons, assets (excluding
  cash dividends) or options, warrants or rights, then, in such case,
  immediately following the record date fixed for the determination of the
  holders of common Stock entitled to receive such distribution, the number
  of shares of Common Stock issuable upon conversion of the Series F
  Preferred Stock shall be appropriately adjusted to give effect to such
  distribution. Such adjustment shall be made on the date such distribution
  is made, and shall become effective at the opening of business on the
  business day following the record date for the determination of
  stockholders entitled to such distribution.

   (f) Certain Restrictions.

     (i) Notwithstanding the provisions of Sections 4.8(b), cash dividends on
  the Series F Preferred Stock may not be declared, paid or set apart for
  payment, nor may the Corporation redeem, purchase or otherwise acquire any
  shares of Series F Preferred Stock, if (A) the Corporation is not solvent
  or would be rendered insolvent thereby or (B) at such time the terms and
  provisions of any law or agreement of the Corporation, including any
  agreement relating to its indebtedness, specifically prohibit such
  declaration, payment or setting apart for payment or such redemption,
  purchase or other acquisition, or provide that such declaration, payment or
  setting apart for payment or such redemption, purchase or other acquisition
  would constitute a violation or breach thereof or a default thereunder.

     (ii) The Corporation shall not permit any Subsidiary of the Corporation,
  or cause any other Person, to make any distribution with respect to, or
  purchase or otherwise acquire for consideration, any shares of Common Stock
  or other shares of capital stock of the Corporation ranking junior to or on
  a parity basis with the Series F Preferred Stock unless the Corporation
  could, pursuant to paragraph (i) above, make such distribution or purchase
  or otherwise acquire such shares at such time and in such manner.

   (g) Redemption. The Series F Preferred Stock is not redeemable.

   (h) Sinking Fund. There shall be no sinking fund for the payment of
dividends or Liquidation Preferences on the Series F Preferred Stock.

   4.9 Powers, Preferences and Rights of the Series G Preferred Stock

   (a) The powers, preferences and rights of the Series G Preferred Stock, and
the qualifications, limitations, and restrictions thereof, shall be identical
to those of the Series F Preferred Stock, except that (i) unless and

                                      B-18
<PAGE>

until the Tracked Common Stock shall be convertible into Class A Common Stock
or Class B Common Stock in accordance with Section 4.12(e)(iii), instead of
each share of Class A Common Stock issuable upon conversion by a holder of
Series G Preferred Stock being convertible on a one-for-one basis, each holder
shall receive their pro rata share (based on the number of shares of Series G
Preferred Stock outstanding) of (i) 14,031,972 shares of Class A Common Stock
and (ii)(A) 949,398 shares of Class F Common Stock, or (B) if the Tritel
Tracking Stock is convertible into Class A or Class B Common Stock in
accordance with Section 4.12(e)(iii), an additional 949,398 shares of Class A
Common Stock, and (ii) the words "Series G Preferred Stock" and "Series F
Preferred Stock" shall be substituted for all references in Section 4.8 to
Series F Preferred Stock and Series G Preferred Stock, respectively.

   4.10 Powers, Preferences and Rights of the Series H Preferred Stock. The
Series H Preferred Stock shall rank on a parity with the Series A Preferred
Stock, the Series B Preferred Stock and Series I Preferred Stock, and the
powers, preferences and rights of the Series H Preferred Stock, and the
qualifications, limitations, and restrictions thereof, shall be identical to
those of the Series A Preferred Stock, except that (a) shares of Series H
Preferred Stock shall not have any right to vote on any matters to be voted on
by the stockholders of the Corporation except as provided in Sections 4.2(e)(i)
and 4.3(d)(i) and (ii), or as provided by law, and shall not be included in
determining the number of shares voting or entitled to vote on any such matters
(other than the matters described in Sections 4.2 (e)(i) and 4.3(d)(i) and (ii)
or otherwise required by law), (b) shares of Series H Preferred Stock shall not
be, pursuant to the terms of Section 4.3(i) or otherwise, convertible into
shares of Common Stock or any other security issued by the Corporation, (c) the
Corporation may redeem shares of Series H Preferred Stock in accordance with
the terms of Section 4.3(e) at any time without regard to whether the
redemption date is before, on or after the date referred to in Section
4.3(e)(i), (d) shares of Series H Preferred Stock may be issued by the
Corporation in accordance with the terms of Section 4.14, (e) holders of Series
H Preferred Stock shall not, pursuant to Section 4.3(d) or otherwise, have the
right to designate any directors of the Corporation (except to the extent
provided in Section 4.2(e)(i)), and (f) the words "Series H Preferred Stock"
and "Series A Preferred Stock" shall be substituted for all references in
Section 4.3 to Series A Preferred Stock and Series H Preferred Stock,
respectively.

   4.11 Powers, Preferences and Rights of the Series I Preferred Stock. The
Series I Preferred Stock shall rank on a parity with the Series A Preferred
Stock, the Series B Preferred Stock and Series H Preferred Stock, and the
powers, preferences and rights of the Series I Preferred Stock, and the
qualifications, limitations, and restrictions thereof, shall be identical to
those of the Series B Preferred Stock, except that (a) shares of Series I
Preferred Stock shall not have any right to vote on any matters to be voted on
by the stockholders of the Corporation (except as provided in Sections
4.2(e)(i) and 4.3(d)(i) and (ii)), or as provided by law, and shall not be
included in determining the number of shares voting or entitled to vote on any
such matters (other than the matters described in Sections 4.2(e)(i) and
4.3(d)(i) and (ii) or otherwise required by law), (b) shares of Series I
Preferred Stock shall not be, pursuant to the terms of Section 4.3(i) or
otherwise, convertible into shares of Common Stock or any other security issued
by the Corporation, (c) the Corporation may redeem shares of Series I Preferred
Stock in accordance with the terms of Section 4.3(e) at any time without regard
to whether the redemption date is before, on or after the date referred to in
Section 4.3(e)(i), (d) shares of Series I Preferred Stock may be issued by the
Corporation in accordance with the terms of Section 4.14, (e) holders of Series
I Preferred Stock shall not, pursuant to Section 4.3(d) or otherwise, have the
right to designate any directors of the Corporation (except to the extent
provided in Section 4.2(e)(i)), and (f) the words "Series I Preferred Stock"
and "Series B Preferred Stock" shall be substituted for all references in
Section 4.4 to Series B Preferred Stock and Series I Preferred Stock,
respectively.

   4.12 Common Stock.

   (a) General. Except as otherwise provided herein, all shares of Common Stock
issued and outstanding shall be identical, and shall entitle the holders
thereof to the same rights, powers and privileges of stockholders under
Delaware law. For purposes of this Section 4.12 (and the definitions relating
thereto), the Class A Common Stock and the Class B Common Stock are herein
collectively referred to as the "Non-Tracked

                                      B-19
<PAGE>

Common Stock" and the Class C Common Stock, the Class D Common Stock, the Class
E Common Stock and the Class F Common Stock are herein collectively referred to
as the "Tracked Common Stock".

   (b) Dividends. Subject to Section 4.13(a)(ii) and (b)(ii) and the express
terms of any outstanding series of Preferred Stock, dividends may be paid in
cash or otherwise with respect to each class of Common Stock out of the assets
of the Corporation, upon the terms, and subject to the limitations, provided in
this Section 4.12(b), as the Board of Directors may determine.

     (i) Dividends on the Non-Tracked Common Stock. Dividends on the Non-
  Tracked Common Stock may be declared and paid only out of the excess of (A)
  the funds of the Corporation legally available therefor over (B) the
  Tracked Business Available Dividend Amount (the "Non-Tracked Business
  Available Dividend Amount").

     (ii) Dividends on Class C and D Common Stock. Dividends on the Class C
  Common Stock and the Class D Common Stock (the "TeleCorp Tracking Stock")
  may be declared and paid only out of the lesser of (A) the funds of the
  Corporation legally available therefor and (B) the TeleCorp Tracked
  Business Available Dividend Amount. The Corporation shall not declare or
  pay cash dividends on, or redeem, purchase or otherwise acquire for
  consideration, any shares of TeleCorp Tracking Stock unless concurrently
  therewith the Corporation shall declare or pay cash dividends on, or
  redeem, purchase or otherwise acquire for consideration, as the case may
  be, on the same terms, all shares of TeleCorp Tracking Stock ratably in
  accordance with the number of shares of each class of TeleCorp Tracking
  Stock then outstanding.

     (iii) Dividends on the Class E and F Common Stock. Dividends on the
  Class E Common Stock and the Class F Common Stock (the "Tritel Tracking
  Stock") may be declared and paid only out of the lesser of (A) the funds of
  the Corporation legally available therefor and (B) the Tritel Tracked
  Business Available Dividend Amount. The Corporation shall not declare or
  pay cash dividends on, or redeem, purchase or otherwise acquire for
  consideration, any shares of Tritel Tracking Stock unless concurrently
  therewith the Corporation shall declare or pay cash dividends on, or
  redeem, purchase or otherwise acquire for consideration, as the case may
  be, on the same terms, all shares of the Tritel Tracking Stock ratably in
  accordance with the number of shares of each class of Tritel Tracking Stock
  then outstanding.

     (iv) Discrimination in Dividends Among the Tracked and Non-Tracked
  Common Stock. The Board of Directors may at any time, subject to the
  provisions of Sections 4.12(b)(i), (ii) and (iii) and Section 4.13, declare
  and pay dividends exclusively on the Non-Tracked Common Stock, exclusively
  on the TeleCorp Tracking Stock, exclusively on the Tritel Tracking Stock or
  on each of such category of Common Stock in equal or unequal amounts,
  notwithstanding the relative amounts of the Non-Tracked Business Available
  Dividend Amount, the TeleCorp Tracked Business Available Dividend Amount or
  the Tritel Tracked Business Available Dividend Amount.

   (c) Voting.

     (i) The holders of shares of Common Stock, Series F Preferred Stock and
  Series G Preferred 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, Series F Preferred Stock or Series G Preferred 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, Series F Preferred Stock or Series G
  Preferred then outstanding, the Common Stock (other than the Class B Common
  Stock and the Voting Preference Common Stock), the Series F Preferred Stock
  and the Series G Preferred Stock shall be entitled to the number of votes
  set forth below and the number of votes or fractional votes to which each
  share of a particular class of Common Stock (other than the Class B Common
  Stock and the Voting Preference Common Stock), Series F Preferred Stock and
  Series G Preferred Stock shall be entitled shall be the quotient determined
  by dividing the aggregate number of votes to which the Common Stock (other
  than the Class B Common Stock and Voting Preference

                                      B-20
<PAGE>

  Common Stock), Series F Preferred Stock and Series G Preferred Stock then
  outstanding. For purposes of such vote, the shares of Series F Preferred
  Stock and Series G Preferred Stock shall be entitled to the number of votes
  that the holders thereof would receive upon conversion of such shares into
  Common Stock. Except as otherwise required by law or provided herein, the
  Common Stock (other than the Class B Common Stock and Voting Preference
  Common Stock), the Series F Preferred Stock and the Series G Preferred
  Stock shall have 4,690,000 votes, the Voting Preference Common Stock shall
  have 5,010,000 votes and the Class B Common Stock shall have no votes.

     (ii) A quorum for the transaction of business shall be present when a
  majority of the shares of Voting Preference Common Stock outstanding as of
  the record date are present and when shares of all classes of Common Stock
  and Preferred Stock with at least 5,010,000 votes are present, except that
  with respect to actions requiring a majority vote of any of the Class A
  Common Stock, Class B Common Stock, Class C Common Stock, Class D Common
  Stock, Class E Common Stock, Class F Common Stock, Series A Preferred
  Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
  Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series
  G Preferred Stock, Series H Preferred Stock or Series I Preferred Stock,
  the presence of a majority of the outstanding shares of such class or
  series shall also be required for a quorum to be present. Except as
  otherwise required by law or provided herein, the majority vote of the
  Voting Preference Common Stock present at any meeting at which a quorum is
  present shall be sufficient to approve any action required to be approved
  by the holders of the Common Stock and Preferred Stock.

     (iii) In any matter requiring a separate class vote of holders 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 class shall be entitled to one
  vote per share.

     (iv) In the event that the Corporation shall have received an opinion of
  regulatory counsel of nationally recognized standing to the effect that the
  rules, regulations or policies of the Federal Communications Commission
  (the "FCC") permit the Class A Common Stock and the Voting Preference
  Common Stock (x) to be voted as a single class on all matters, (y) to be
  treated as a single class for purposes of all quorum requirements and (z)
  to have one vote per share, then, unless the Board of Directors of the
  Corporation shall have determined, within 30 days after the date of receipt
  of such opinion, that obtaining the FCC consent described below would be
  reasonably expected to have a significant detrimental effect on the
  Corporation, the Corporation shall, upon the affirmative vote of 66 2/3% or
  more of the Class A Common Stock, 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. From and after the date that
  such consent is obtained, the Class A Common Stock and the Voting
  Preference Common Stock shall be voted as a single class on all matters,
  shall be treated as a single class for purposes of all quorum requirements,
  and shall have one vote per share; provided, that the voting rights of the
  Class B Common Stock, Class C Common Stock, Class D Common Stock, Class E
  Common Stock, Class F Common Stock and the Preferred Stock shall remain
  unaffected.

     (v) 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 this Amended and Restated Certificate of Incorporation that
  adversely affects the powers, preferences or special rights of the holders
  of the Class B Common Stock.

     (vi) The holders of shares of Voting Preference Common Stock shall have
  the exclusive right, voting separately as a single class, to elect two
  directors to the Board of Directors of the Corporation. Each director so
  elected shall be entitled to 1/2 of a vote on all matters voted upon by the
  directors of the Corporation. The foregoing right to elect two directors
  may be exercised at any annual meeting of stockholders or a special meeting
  of stockholders or holders of Voting Preference Common Stock held for such
  purpose or any adjournment thereof, or by the written consent, delivered to
  the Secretary of the Corporation, of the holders of a majority of the
  issued and outstanding shares of Voting Preference Common Stock.
  Notwithstanding the foregoing, the holders of a majority of the shares of
  Voting

                                      B-21
<PAGE>

  Preference Common Stock shall have the right, exercisable at any time by
  written notice delivered to the Secretary of the Corporation, to surrender
  and cancel irrevocably all or a portion of such right to elect such
  directors. In the event any director so nominated by the holders of the
  Voting Preference Common Stock 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
  remaining director shall be entitled to one vote and the voting rights of
  the holders of the shares of Voting Preference Common Stock set forth in
  this Section 4.12(e)(vi) shall terminate and be of no further force and
  effect. In the event the Corporation receives an opinion from regulatory
  counsel as described in subparagraph (c)(iv) of this Section, the voting
  rights of the holders of the shares of Voting Preference Common Stock set
  forth in this Section 4.12(e)(vi) shall terminate and be of no further
  force and effect.

   (d) Dissolution, Liquidation or Winding Up. Upon the dissolution,
liquidation or winding up of the Corporation, after any preferential amounts to
be distributed to the holders of the Preferred Stock and any other class or
series of stock having a preference over the Common Stock then outstanding have
been paid or declared and funds sufficient for the payment thereof in full set
apart for payment, (i) the holders of the TeleCorp Tracking Stock shall be
entitled to receive pro rata the TeleCorp Tracked Business Available
Liquidation Amount, (ii) the holders of the Tritel Tracking Stock shall be
entitled to receive pro rata the Tritel Tracked Business Available Liquidation
Amount and (iii) the holders of the Non-Tracked Common Stock shall be entitled
to receive pro rata the excess of (A) all the remaining assets of the
Corporation available for distribution to its stockholders over (B) the
TeleCorp Tracked Business Available Liquidation Amount plus the Tritel Tracked
Business Available Liquidation Amount.

   (e) Conversion.

     (i) Each share of Class B Common Stock may, at the option of the holder
  thereof, at any time, be converted into one fully paid and non-assessable
  share of Class A Common Stock.

     (ii) Each share of Class A Common Stock may, at the option of the holder
  thereof, at any time, be converted into one fully paid and non-assessable
  share of Class B Common Stock.

     (iii) In the event that the Corporation shall have received an opinion
  of regulatory counsel of nationally recognized standing to the effect that
  the rules, regulations or policies of the FCC permit the conversion of
  shares of Tracked Common Stock into Class A Common Stock or Class B Common
  Stock, then, unless the Board of Directors of the Corporation shall have
  determined, within 30 days after receipt of such opinion, that permitting
  such conversion would be reasonably expected to have a significant
  detrimental effect on the Corporation, each share of Class C Common Stock,
  Class D Common Stock, Class E Common Stock and Class F Common Stock shall,
  at the option of the holder thereof and upon the affirmative vote of 66
  2/3% or more of the Class A Common Stock, be converted into one fully paid
  and non-assessable share of Class A Common Stock or Class B Common Stock.

   4.13 Participating Stock.

   (a) Participating Stock

     (i) Changes in Capital Stock. The Corporation shall not effect any
  change in or reclassification of any class or series of the outstanding
  Participating Stock whether through stock dividends, stock splits, reverse
  stock splits, combinations or otherwise, without the payment to the
  Corporation of any consideration therefor in money, services or property,
  unless concurrently therewith the Corporation shall effect a corresponding
  change in each other class and series of the outstanding Participating
  Stock.

     (ii) Dividends and Distributions. The Corporation shall not declare or
  pay cash dividends on, or redeem, purchase or otherwise acquire for
  consideration, any shares of Participating Stock unless concurrently
  therewith the Corporation shall declare or pay cash dividends on, or
  redeem, purchase or otherwise acquire for consideration, as the case may
  be, on the same terms, all shares of Participating

                                      B-22
<PAGE>

  Stock ratably in accordance with the number of shares of each class and
  series of Participating Stock then outstanding.

     (iii) Notices. Any written notice or communication by the Corporation to
  holders of any class or series of Participating Stock shall be sent to all
  holders of Participating Stock.

   (b) Tritel Tracking Stock.

     (i) Changes in Capital Stock. The Corporation shall not effect any
  change in or reclassification of any class or series of the outstanding
  Tritel Tracking Stock, whether through stock dividends, stock splits,
  reverse stock splits, combinations or otherwise, without the payment to the
  Corporation of any consideration therefor in money, services or property,
  unless concurrently therewith the Corporation shall effect a corresponding
  change in each other class and series of the outstanding Tritel Tracking
  Stock.

     (ii) Dividends and Distributions. The Corporation shall not declare or
  pay cash dividends on, or redeem, purchase or otherwise acquire for
  consideration, any shares of Tritel Tracking Stock unless concurrently
  therewith the Corporation shall declare or pay cash dividends on, or
  redeem, purchase or otherwise acquire for consideration, as the case may
  be, on the same terms, all shares of Tritel Tracking Stock ratably in
  accordance with the number of shares of each class and series of Tritel
  Tracking Stock then outstanding.

     (iii) Notices. Any written notice or communication by the Corporation to
  holders of any class or series of Tritel Tracking Stock shall be sent to
  all holders of Tritel Tracking Stock.

   4.14 Exchange of Capital Stock. Notwithstanding any other provision of this
Amended and Restated Certificate of Incorporation to the contrary, in the event
that AT&T Wireless terminates its obligations under Section 8.6 of the
Stockholders Agreement pursuant to Section 8.8(c) thereof with respect to any
Overlap Territory (as defined therein) (any such termination being referred to
hereinafter as the "Exchange Event"), the following provisions shall apply:

   (a) Right to Exchange. The Corporation shall have the right, exercisable in
its sole discretion by written notice (the "Exchange Notice") given to the
Initial Holders and Section 4.14 Transferees within 60 days after the Exchange
Event, to:

     (i) require the Initial Holders and each Section 4.14 Transferee to
  exchange for an equivalent number of shares of Series H Preferred Stock
  either (A) all of the shares of Series A Preferred Stock then owned by the
  Initial Holders and each Section 4.14 Transferee or (B) a number of shares
  of Series A Preferred Stock then owned by each such holder equal to the
  product of (x) the number of shares of Series A Preferred Stock then owned
  by such holder multiplied by (y) a fraction, the numerator of which is
  equal to the number of POPs (as defined in the Stockholders Agreement) in
  the Overlap Territory and the denominator of which is equal to the total
  number of POPs in the Territory (as defined in the Stockholders Agreement);

     (ii) require the Initial Holders and each Section 4.14 Transferee to
  exchange, for a number of shares of Series H Preferred Stock determined in
  accordance with paragraph (b) below, either (A) all of the shares of
  capital stock of the Corporation received in exchange for TeleCorp Original
  Shares and that the Initial Holders or a Section 4.14 Transferee continues
  to own on the date of delivery of the Exchange Notice (any such shares
  being referred to hereinafter collectively as "TeleCorp Exchange Shares")
  or (B) a number of TeleCorp Exchange Shares equal to the product of (x) the
  number of TeleCorp Exchange Shares 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; provided, that (x) if the
  Corporation exercises its right under clause (i)(A) of this paragraph (a),
  it shall be required to exercise its right under clause (ii)(A) of this
  paragraph (a), and vice-versa; and if the Corporation exercises its right
  under clause (i)(B) of this paragraph (a), it shall be required to exercise
  its right under clause (ii)(B) of this paragraph (a), and vice-versa and
  (y) the

                                      B-23
<PAGE>

  provisions of this Section 4.14(a) shall not apply to any Section 4.14
  Transferee which is a Cash Equity Investor;

     (iii) require the Initial Holders and each Section 4.14 Transferee to
  exchange for an equivalent number of shares of Series I Preferred Stock
  either (A) all of the shares of Series B Preferred Stock then owned by the
  Initial Holders and each Section 4.14 Transferee or (B) a number of shares
  of Series B Preferred Stock then owned by each such holder equal to the
  product of (x) the number of shares of Series B Preferred Stock then owned
  by such holder multiplied by (y) a fraction, the numerator of which is
  equal to the number of POPs (as defined in the Stockholders Agreement) in
  the Overlap Territory and the denominator of which is equal to the total
  number of POPs in the Territory (as defined in the Stockholders Agreement);
  and

     (iv) require the Initial Holders and each Section 4.14 Transferee to
  exchange, for a number of shares of Series I Preferred Stock determined in
  accordance with paragraph (b) below, either (A) all of the shares of
  capital stock of the Corporation received in exchange for Tritel Original
  Shares and that the Initial Holders or a Section 4.14 Transferee continues
  to own on the date of delivery of the Exchange Notice (any such shares
  being referred to hereinafter collectively as "Tritel Exchange Shares") or
  (B) a number of Tritel Exchange Shares equal to the product of (x) the
  number of Tritel Exchange Shares 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; provided, that (x) if the Corporation
  exercises its right under clause (iii)(A) of this paragraph (a), it shall
  be required to exercise its right under clause (iv)(A) of this paragraph
  (a), and vice-versa; and if the Corporation exercises its right under
  clause (iii)(B) of this paragraph (a), it shall be required to exercise its
  right under clause (iv)(B) of this paragraph (a), and vice-versa and (y)
  the provisions of this Section 4.14(a) shall not apply to any Section 4.14
  Transferee which is a Cash Equity Investor. (TeleCorp Exchange Shares and
  Tritel Exchange Shares subject to exchange pursuant to this Section 4.14
  are hereinafter referred to collectively as "Exchange Shares.")

   (b) Number of Shares of Series H and I Preferred Stock Issuable in
Exchange. The number of shares of Series H Preferred Stock issuable in exchange
for TeleCorp Exchange Shares pursuant to clause (ii) of paragraph (a) above
shall be equal to the quotient of the aggregate purchase price paid by the
Initial Holders for the TeleCorp Exchange Shares being exchanged, divided by
$1,000. The number of shares of Series I Preferred Stock issuable in exchange
for Tritel Exchange Shares pursuant to clause (iv) of paragraph (a) above shall
be equal to the quotient of the aggregate purchase price paid by the Initial
Holders for the Tritel Exchange Shares being exchanged, divided by $1,000.

   (c) Fractional Shares. Notwithstanding any other provision of this Amended
and Restated Certificate of Incorporation, the Corporation shall not be
required to issue fractions of shares upon exchange of any Exchange Shares or
to distribute certificates which evidence fractional shares. In lieu of
fractional shares, the Corporation may pay therefor, at the time of any
exchange of Exchange Shares as herein provided, an amount in cash equal to such
fraction multiplied by the Market Price of a share of Common Stock on such
date.

   (d) Mechanics of Exchange. The Exchange Notice shall specify the date fixed
for the exchange (the "Exchange Date"), which shall be at least ten but no more
than 60 days following delivery of the Exchange Notice, and the place
designated for exchange of the Exchange Shares pursuant to this Section 4.14.
Such notice will be sent by first class or registered mail, postage prepaid, to
the Initial Holders and each Section 4.14 Transferee at such holder's address
last shown on the records of the transfer agent for the Exchange Shares (or the
records of the Corporation if it serves as its own transfer agent). On or
before the Exchange Date, the Initial Holders and each Section 4.14 Transferee
shall surrender its certificate or certificates for all such shares to the
Corporation at the place designated in such notice. If required by the
Corporation, certificates surrendered for exchange shall be endorsed or
accompanied by a written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the Initial Holders and each
Section 4.14 Transferee or its attorney duly authorized in writing.

                                      B-24
<PAGE>

   (e) Termination of Rights. On and after the Exchange Date (whether or not
the applicable certificates have theretofore been surrendered), all rights with
respect to the Exchange Shares, including the rights, if any, to receive
notices and to vote, will terminate, except only the rights of the Initial
Holders and Section 4.14 Transferees to receive certificates for the number of
shares of Series H Preferred Stock or Series I Preferred Stock, as applicable,
into which such Exchange Shares have been exchanged, upon surrender of its
certificate or certificates therefor, and payment of any declared but unpaid
dividends thereon (which shall accrue and be payable at the times and on the
other terms applicable to such dividends when declared) and payment of any
deferred dividends in respect of Series A Preferred Stock and Series B
Preferred Stock which shall be payable as set forth in Section 4.3(b)(iii).
Within ten Business Days after the Exchange Date, the Corporation shall issue
and deliver to the Initial Holders and each Section 4.14 Transferee, or on its
written order to its nominees, a certificate or certificates for the number of
whole shares of Series H Preferred Stock or Series I Preferred Stock, as
applicable, issuable upon such exchange in accordance with the provisions
hereof, together with cash in lieu of fractional shares calculated in
accordance with paragraph (c) of this Section 4.14.

   (f) Reservation of Shares. The Corporation shall at all times reserve and
keep available for issuance upon the exchange of Exchange Shares the maximum
number of its authorized but unissued shares of Series H Preferred Stock and
Series I Preferred Stock as is reasonably anticipated to be sufficient to
permit the exchange of all outstanding Exchange Shares, and shall take all
action required to increase the authorized number of shares of Series H
Preferred Stock and Series I Preferred Stock if at any time there shall be
insufficient authorized but unissued shares of Series H Preferred Stock or
Series I Preferred Stock to permit such reservation or to permit the exchange
of all outstanding Exchange Shares.

   (g) Adjustments for Dividends. Upon any exchange of Exchange Shares, no
adjustment to the rate of conversion shall be made for accrued and unpaid
dividends (whether or not declared) on the Exchange Shares, as the case may be,
surrendered for exchange or on the Series H Preferred Stock or Series I
Preferred Stock delivered upon exchange.

   (h) No Exchange Charge or Tax. The issuance and delivery of certificates for
shares of Series H Preferred Stock or Series I Preferred Stock upon the
exchange of Exchange Shares shall be made without charge to the Initial Holder
for any issue or transfer tax, or other incidental expense in respect of the
issuance or delivery of such certificates or the securities represented
thereby, all of which taxes and expenses shall be paid by the Corporation.

   4.15 Redemption of Capital Stock; FCC Approval.

   (a) Redemption. Notwithstanding any other provision of this Amended and
Restated Certificate of Incorporation to the contrary, outstanding shares of
capital stock of the Corporation held by Disqualified Holders shall always be
subject to redemption by the Corporation, by action of the Board of Directors,
if, in the judgment of the Board of Directors, such action should be taken,
pursuant to Section 151(b) of the GCL or any other applicable provision of law,
to the extent necessary to prevent the loss or secure the reinstatement of any
license or franchise from any governmental agency held by the Corporation or
any of its subsidiaries to conduct any portion of the business of the
Corporation or any of its subsidiaries, which license or franchise is
conditioned upon some or all of the holders of the Corporation's stock
possessing prescribed qualifications. The terms and conditions of such
redemption shall be as follows:

     (i) the redemption price of the shares to be redeemed pursuant to this
  Section 4.15 shall be equal to the lesser of (x) the Market Price or (y) if
  such stock was purchased by such Disqualified Holder within one year of the
  Section 4.15 Redemption Date, such Disqualified Holder's purchase price for
  such shares;

     (ii) the redemption price of such shares may be paid in cash, Redemption
  Securities or any combination thereof;

     (iii) if less than all the shares held by Disqualified Holders are to be
  redeemed, the shares to be redeemed shall be selected in such manner as
  shall be determined by the Board of Directors, which may

                                      B-25
<PAGE>

  include selection first of the most recently purchased shares thereof,
  selection by lot or selection in any other manner determined by the Board
  of Directors;

     (iv) at least 30 days' written notice of the Section 4.15 Redemption
  Date shall be given to the record holders of the shares selected to be
  redeemed (unless waived in writing by any such holder); provided, however,
  that only 10 days' written notice of the Redemption Date shall be given to
  record holders if the cash or Redemption Securities necessary to effect the
  redemption shall have been deposited in trust for the benefit of such
  record holders and subject to immediate withdrawal by them upon surrender
  of the stock certificates for their shares to be redeemed; provided,
  further, that the record holders of the shares selected to be redeemed may
  transfer such shares prior to the Section 4.15 Redemption Date to any
  holder that is not a Disqualified Holder and, thereafter, for so long as
  such shares are not held by a Disqualified Holder, such shares shall not be
  subject to redemption by the Corporation;

     (v) from and after the Section 4.15 Redemption Date, any and all rights
  of whatever nature (including without limitation any rights to vote or
  participate in dividends declared on stock of the same class or series as
  such shares) with respect to the shares selected from redemption held by
  Disqualified Holders on the Section 4.15 Redemption Date shall cease and
  terminate and such Disqualified Holders thenceforth shall be entitled only
  to receive the cash or Redemption Securities payable upon redemption; and

     (vi) such other terms and conditions as the Board of Directors shall
  determine.

   (b) FCC Approval. Notwithstanding anything herein to the contrary, if
Federal Communications Commission or other regulatory approval is required to
be obtained prior to the conversion of shares of any series or class of
Preferred Stock or Common Stock, the holder thereof may nevertheless elect to
convert any or all of its shares by written notice given to the Corporation in
accordance with the applicable provision hereof, provided, that such conversion
shall not become effective until the close of business on the date of the
receipt of the last of any such approvals and of the surrender of the
certificates representing the shares of the applicable Preferred Stock or
Common Stock to be converted, and the rights of the holder thereof shall
continue in full force and effect pending the receipt of all such approvals,
except that, in the case of the Series A Preferred Stock and the Series B
Preferred Stock, no dividends shall be payable in respect of the period
following the Series A Conversion Date or Series B Conversion Date,
respectively, unless the required approvals are not obtained and the conversion
has not been effected within one year of the Series A Conversion Date or the
Series B Conversion Date, as applicable, and the applicable conversion notice
is withdrawn, in which event the obligation to pay dividends from and after the
Series A Conversion Date or Series B Conversion Date shall be payable in
accordance with the terms of Section 4.3(b).

   4.16 Definitions. For the purposes of this Amended and Restated Certificate
of Incorporation, the following terms shall have the meanings indicated:

   "Affiliate" means, with respect to any Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with that Person. For purposes of this
definition, "control" (including the terms "controlling" and "controlled")
means the power to direct or cause the direction of the management and policies
of a Person, directly or indirectly, whether through the ownership of
securities or partnership or other ownership interests, by contract or
otherwise.

   "Appraisal Procedure" means the following procedure for determining the
Market Price, for the purpose of calculating the Series A Conversion Rate or
Series B Conversion Rate, in the event that the shares of Class A Common Stock
are not listed or admitted for trading on any national securities exchange and
are not quoted on NASDAQ or any similar service:

     (i) Two independent accounting or investment banking firms of nationally
  recognized standing (each, an "Appraiser"), one chosen by the Corporation
  and one chosen by the holders of a majority of the outstanding shares of
  Series A Preferred Stock and the Series B Preferred Stock, as the case may
  be, shall

                                      B-26
<PAGE>

  each determine and attempt to mutually agree upon, the Market Price. Each
  party shall deliver a notice to the other appointing its Appraiser within
  15 days after the applicable notice and surrender pursuant to Section
  4.3(e)(iv). If either the Corporation or such holders fail to appoint an
  appraiser within such 15-day period, the Market Price shall be determined
  by the Appraiser that has been so appointed.

     (ii) If within 30 days after appointment of the two Appraisers they are
  unable to agree upon the Market Price, an independent accounting or
  investment banking firm of nationally recognized standing shall within ten
  days thereafter be chosen to serve as a third Appraiser by the mutual
  consent of such first two Appraisers. The determination of the Market Price
  by the third Appraiser so appointed and chosen shall be made within 30 days
  after the selection of such third Appraiser.

     (iii) If three Appraisers shall be appointed and the determination of
  one Appraiser is disparate from the middle determination by more than twice
  the amount by which the other determination is disparate from the middle
  determination, then the determination of such Appraiser shall be excluded,
  the remaining two determinations shall be averaged, and such average shall
  be binding and conclusive on the Corporation and the holders of the Series
  A Preferred Stock and the Series B Preferred Stock; as the case may be,
  otherwise the average of all three determinations shall be binding and
  conclusive on the Corporation and the holders of the Series A Preferred
  Stock and the Series B Preferred Stock, as the case may be.

     (iv) In connection with any appraisal conducted pursuant to this
  Appraisal Procedure, the Appraiser shall adhere to the guidelines provided
  in the definition of "Market Price" set forth below, including the proviso
  thereto.

     (v) The fees and expenses of each Appraiser shall be borne by the
  Corporation.

   "AT&T Wireless" shall mean AT&T Wireless PCS, LLC, a Delaware limited
liability company.

   "Board of Directors" has the meaning specified in Section 4.2(a).

   "Business Day" shall mean any day other than a Saturday, Sunday or other day
on which commercial banks in the City of New York are authorized or required by
law or executive order to close.

   "Class A Common Stock" has the meaning specified in Section 4.1.

   "Class B Common Stock" has the meaning specified in Section 4.1.

   "Class C Common Stock" has the meaning specified in Section 4.1.

   "Class D Common Stock" has the meaning specified in Section 4.1.

   "Class E Common Stock" has the meaning specified in Section 4.1.

   "Class F Common Stock" has the meaning specified in Section 4.1.

   "Closing Price" shall mean, with respect to each share of any class or
series of capital stock for any day, (i) the last reported sale price regular
way or, in case no such sale takes place on such day, the average of the
closing bid and asked prices regular way, in either case as reported on the
principal national securities exchange on which such class or series of capital
stock is listed or admitted for trading or (ii) if such class or series of
capital stock is not listed or admitted for trading on any national securities
exchange, the last reported sale price or, in case no such sale takes place on
such day, the average of the highest reported bid and the lowest reported asked
quotation for such class or series of capital stock, in either case as reported
on NASDAQ or a similar service if NASDAQ is no longer reporting such
information.

   "Common Stock" has the meaning specified in Section 4.1.

                                      B-27
<PAGE>

   "Disqualified Holder" shall mean any holder of shares of capital stock of
the Corporation whose holding of such stock, either individually or when taken
together with the holding of shares of capital stock of the Corporation by any
other holders, may result, in the judgment of the Board of Directors, in the
loss of, or the failure to secure the reinstatement of, any license or
franchise from any governmental agency held by the Corporation or any of its
subsidiaries or affiliates to conduct any portion of the business of the
Corporation or any of its subsidiaries or affiliates.

   "Dividend Payment Date" shall mean the last day of each March, June,
September and December, except that if any Dividend Payment Date is not a
Business Day, then the next succeeding Business Day shall be the Dividend
Payment Date.

   "Fully Diluted Basis" shall mean, with respect to the outstanding shares of
Common Stock, the number of shares of Common Stock outstanding assuming the
conversion of all outstanding convertible securities (other than the Series A
Preferred Stock and Series B Preferred Stock) and the exercise of all
outstanding warrants, options or other rights to subscribe for or purchase any
shares of Common Stock.

   "Initial Holder" means AT&T Wireless PCS, LLC, a Delaware limited liability
company and/or any of their respective Affiliates that is a Subsidiary of AT&T
Corp.

   "Invested Amount" means, as of any date with respect to each share of Series
C Preferred Stock held by any stockholder, an amount equal to the quotient of
(i) the aggregate paid-in capital actually paid with respect to all shares of
Series C Preferred Stock held by such stockholder as of such date, or any
Predecessor Stock exchanged therefor, divided by (ii) the total number of
shares of Series C Preferred Stock held by such stockholder.

   "Junior Stock" shall mean, with respect to shares of Series A Preferred
Stock, Series B Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock, any capital stock of the Corporation, including without limitation the
Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock,
Series F Preferred Stock, Series G Preferred Stock and the Common Stock,
ranking junior to the Series A Preferred Stock, Series B Preferred Stock,
Series H Preferred Stock or Series I Preferred Stock, as the case may be, with
respect to dividends, distribution in liquidation or any other preference,
right or power.

   "Liquidation Preference" shall mean, as of any date, and subject to
adjustment for subdivisions or combinations affecting the number of shares of
the applicable series of Preferred Stock:

     (i) with respect to each share of Series A Preferred Stock and Series B
  Preferred Stock, $1,000 plus accrued and unpaid dividends thereon, and,
  with respect to shares of Series A Preferred Stock and Series B Preferred
  Stock received in exchange for any Predecessor Stock, $1,000 plus accrued
  and unpaid dividends from the date when such Predecessor Stock was issued.

     (ii) with respect to each share of Series C Preferred Stock, the
  Invested Amount plus accrued and unpaid dividends on such share (if any),
  plus an amount equal to interest on the Invested Amount at the rate of six
  percent (6%) per annum, compounded quarterly, less the amount of dividends
  (if any) theretofore declared and paid in respect of such share;

     (iii) with respect to each share of Series D Preferred Stock, $1,000
  plus accrued and unpaid dividends thereon (if any), plus an amount equal to
  interest on $1,000 at the rate of six percent (6%) per annum, compounded
  quarterly, from the date of issuance of such share and, with respect to
  shares of Series D Preferred Stock received in exchange for any Predecessor
  Stock, the date when such Predecessor Stock was issued, to and including
  the date of the calculation, less the amount of dividends (if any)
  theretofore declared and paid in respect of such share;

     (iv) with respect to each share of Series E Preferred Stock, accrued and
  unpaid dividends thereon (if any), plus an amount equal to interest on
  $1,000 at the rate of six percent (6%) per annum, compounded quarterly,
  from the date of issuance of such share and, with respect to shares of
  Series E Preferred Stock

                                      B-28
<PAGE>

  received in exchange for any Predecessor Stock, the date when such
  Predecessor Stock was issued, to and including the date of the calculation,
  less the amount of dividends (if any) theretofore declared and paid in
  respect of such share;

     (v) with respect to each share of Series F Preferred Stock, $.000032
  plus accrued and unpaid dividends thereon;

     (vi) with respect to each share of Series G Preferred Stock, $1,000 plus
  declared but unpaid dividends thereon (if any), plus an amount equal to
  interest on $1,000 at the rate of six and one-half percent (6.5%) per
  annum, compounded quarterly, from the date of issuance of such share, with
  respect to shares of Series G Preferred Stock received in exchange for any
  Predecessor Stock, the date when such Predecessor Stock was issued, to and
  including the date of calculation; and

     (vii) with respect to each share of Series H Preferred Stock, $1,000
  plus accrued and unpaid dividends thereon.

     (viii) with respect to each share of Series I Preferred Stock, $1,000
  plus accrued and unpaid dividends thereon.

   "Market Price" shall mean, with respect to each share of any class or series
of capital stock for any day, (i) the average of the daily Closing Prices for
the ten consecutive trading days commencing 15 days before the day in question
or (ii) if on such date the shares of such class or series of capital stock are
not listed or admitted for trading on any national securities exchange and are
not quoted on NASDAQ or any similar service, the cash amount that a willing
buyer would pay a willing seller (neither acting under compulsion) in an arm's-
length transaction without time constraints per share of such class or series
of capital stock as of such date, viewing the Corporation on a going concern
basis, as determined (A) in the case of a determination of "Market Price" for
the purpose of calculating the Series A Conversion Rate or Series B Conversion
Rate, as the case may be, pursuant to the Appraisal Procedure and (B) in the
case of a determination of Market Price for any other purpose, in good faith by
the Board of Directors, whose determination shall be conclusive; provided that,
in determining such cash amount, the following shall be ignored: (i) any
contract or legal limitation in respect of shares of Common Stock or Preferred
Stock, including transfer, voting and other rights, (ii) the "minority
interest" or "control" status of shares of Common Stock into which shares of
Series A Preferred Stock or Series B Preferred Stock, as the case may be, would
be converted, and (iii) any illiquidity arising by contract in respect of the
shares of Common Stock and any voting rights or control rights amongst the
stockholders.

   "NASDAQ" shall mean the National Association of Securities Dealers Automated
Quotations System.

   "Non-Tracked Common Stock" has the meaning specified in Section 4.12(a).

   "Non-Tracked Business Available Dividend Amount" has the meaning specified
in Section 4.12(b)(i).

   "Optional Conversion Date" has the meaning specified in 4.8(e)(ii).

   "Parity Stock" shall mean, with respect to shares of Series A Preferred
Stock, Series B Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock, any capital stock of the Corporation ranking on a parity with the Series
A Preferred Stock, Series B Preferred Stock, Series H Preferred Stock, or
Series I Preferred Stock, as the case may be, with respect to dividends,
distribution in liquidation or any other preference, right or power.

   "Participating Stock" shall mean, collectively, the Series F Preferred
Stock, the Series G Preferred Stock and the Non-Tracked Common Stock.

   "Person" shall mean any individual, firm, corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
governmental agency or political subdivision thereof or other entity of any
kind, and shall include any successor (by merger or otherwise) of such entity.

                                      B-29
<PAGE>

   "Preferred Stock" has the meaning specified in Section 4.1.

   "Predecessor Stock" shall mean any share of Class A Voting Common Stock,
Class B Non-Voting Common Stock, Class C Common Stock, Class D Common Stock,
Voting Preference Common Stock, Series A Convertible Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock, or Series F Preferred Stock of TeleCorp PCS, Inc. or any share
of Class A Voting Common Stock, Class B Non-Voting Common Stock, Class C Common
Stock, Class D Common Stock, Voting Preference Stock, Series A Convertible
Preferred Stock, Series B Preferred Stock, Series C Convertible Preferred Stock
and Series D Preferred Stock of Tritel, Inc.

   "Qualified Transfer" shall mean a sale, transfer or other disposition of
shares of Series A Preferred Stock or Series B Preferred Stock to any
prospective transferee specified in a Qualified Transfer Notice, other than a
prospective transferee as to which the Corporation disapproves in accordance
with the terms of the second sentence of Section 4.3(j), provided such sale,
transfer or other disposition is made pursuant to a binding agreement entered
into no later than 180 days after the applicable Qualified Transfer Notice is
given.

   "Qualified Transferee" shall mean, with respect to any shares of Series A
Preferred Stock or Series B Preferred Stock, (i) any Cash Equity Investor that
acquired such shares pursuant to Section 4.2 of the Stockholders Agreement or
(ii) any other holder that acquired such shares in a Qualified Transfer from an
Initial Holders or Qualified Transferee.

   "Qualified Transfer Notice" has the meaning specified in Section 4.3(i)(x).

   "Redemption Securities" shall mean any debt or equity securities of the
Corporation, any of its subsidiaries or affiliates or any other corporation, or
any combination thereof, having such terms and conditions as shall be approved
by the Board of Directors and which, together with any cash to be paid as part
of the redemption price payable pursuant to Section 4.15, in the opinion of any
nationally recognized investment banking firm selected by the Board of
Directors (which may be a firm which provides investment banking, brokerage or
other services to the Corporation), has a value, at the time notice of
redemption is given pursuant to Section 4.15(d) at least equal to the price
required to be paid pursuant to Section 4.15(a) (assuming, in the case of
Redemption Securities to be publicly traded, that such Redemption Securities
were fully distributed and subject only to normal trading activity).

   "Section 4.15 Transferee" shall mean any transferee of shares of (i) Series
A Convertible Preferred Stock, Series D Preferred Stock and Series F Preferred
Stock of TeleCorp PCS, Inc. issued to the Initial Holder on July 17, 1998 or
any capital stock of Holding Company exchanged therefor (or any shares of
Common Stock into which any such shares are converted) or (ii) Series A
Convertible Preferred Stock or Series D Convertible Preferred Stock of Tritel,
Inc. issued to an Initial Holder on January 7, 1999 or any capital stock of
Holding Company exchanged therefor (or any shares of Common Stock into which
any such shares are converted) that are acquired in a private transaction.

   "Section 4.15 Redemption Date" shall mean the date fixed by the Board of
Directors for the redemption of any shares of stock of the Corporation pursuant
to Section 4.15.

   "Senior Stock" shall mean, with respect to shares of Series A Preferred
Stock, Series B Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock, as the case may be, any capital stock of the Corporation ranking senior
to the Series A Preferred Stock, Series B Preferred Stock, Series H Preferred
Stock or Series I Preferred Stock, as the case may be, with respect to
dividends, distribution in liquidation or any other preference, right or power.

   "Series A Conversion Date" has the meaning specified in Section 4.3(i)(iv).

   "Series A Conversion Rate" shall mean, as of any date of determination, a
fraction in which the numerator is the Liquidation Preference of one share of
Series A Preferred Stock as of such date, and the denominator is the Market
Price of Class A Common Stock as of such date.


                                      B-30
<PAGE>

   "Series A Preferred Stock" has the meaning specified in Section 4.1.

   "Series A Redemption Price" has the meaning specified in Section 4.3(e)(i).

   "Series B Conversion Rate" shall mean, as of any date of determination, a
fraction in which the numerator is the Liquidation Preference of one share of
Series B Preferred Stock as of such date, and the denominator is the Market
Price of Class A Common Stock as of such date.

   "Series B Redemption Price" the Liquidation Preference of the Series B
Preferred Stock as of any applicable redemption date.

   "Series B Preferred Stock" has the meaning specified in Section 4.1.

   "Series C Preferred Stock" has the meaning specified in Section 4.1.

   "Series C Redemption Price" has the meaning specified in 4.5(e)(i).

   "Series D Preferred Stock" has the meaning specified in Section 4.1.

   "Series D Redemption Price" has the meaning specified in Section 4.5(e)(i).

   "Series E Preferred Stock" has the meaning specified in Section 4.1.

   "Series F Preferred Stock" has the meaning specified in Section 4.1.

   "Series G Preferred Stock" has the meaning specified in Section 4.1.

   "Series H Preferred Stock" has the meaning specified in Section 4.1.

   "Series I Preferred Stock" has the meaning specified in Section 4.1.

   "Statutory Liquidation" means the liquidation of the Corporation pursuant to
Section 275 of the GCL, as amended.

   "Stockholders Agreement" means the Stockholders Agreement by and among the
Corporation, and the other stockholders of the Corporation named therein, dated
as of      , 2000, as the same may be amended, modified or supplemented in
accordance with the terms thereof, a copy of which is available for inspection
by any stockholder at the principal executive offices of the Corporation.

   "Subsidiary" shall mean, with respect to any Person, a corporation or other
entity of which 50% or more of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.

   "TeleCorp Common Stock" shall mean the Class A Voting Common Stock, $.01 par
value per share, the Class B Non-Voting Common Stock, $.01 par value per share,
the Class C Common Stock, $.01 par value per share, and the Class D Common
Stock, $.01 par value per share, and the Voting Preference Common Stock, $.01
par value per share, of TeleCorp PCS, Inc.

   "TeleCorp Exchange Shares" shall have the meaning set forth in Section
4.14(a)(ii).

   "Tritel Exchange Shares" shall have the meaning set forth in Section
4.14(a)(iv).

   "TeleCorp Holding" shall mean TeleCorp Holding Corp., Inc., a Delaware
corporation, or any successor thereto.

   "TeleCorp Original Shares" shall mean (i) the TeleCorp Common Stock held by
the Initial Holders and TWR Cellular, Inc. on July 17, 1998, (ii) the Series D
Preferred Stock, $.01 par value per share, of TeleCorp

                                      B-31
<PAGE>

PCS, Inc. held by the Initial Holders and TWR Cellular Inc. on July 17, 1998,
or any TeleCorp Common Stock into which such shares were converted and (iii)
the Series F Preferred Stock, $.01 par value per share, of TeleCorp PCS, Inc.
held by the Initial Holders and TWR Cellular Inc. on July 17, 1998, or any
TeleCorp Common Stock into which such shares were converted.

   "TeleCorp Tracking Stock" shall have the meaning set forth in Section
4.12(b)(ii).

   "TeleCorp Tracked Business Available Dividend Amount" shall mean, on any
date, the excess (if any) of (i) the fair market value of the total assets of
TeleCorp Holding (including, without limitation, investments held by TeleCorp
Holding), less the total amount of the liabilities of TeleCorp Holding, in
each case as of such date determined in accordance with generally accepted
accounting principles, over (ii) the aggregate par value of, or any greater
amount determined in accordance with GCL to be capital in respect of, all
outstanding shares of the TeleCorp Tracking Stock.

   "TeleCorp Tracked Business Available Liquidation Amount" shall mean, on any
date, the fair market value of the total assets of TeleCorp Holding
(including, without limitation, investments held by TeleCorp Holding, less the
total amount of the liabilities of TeleCorp Holding, in each case as of such
date determined in accordance with generally accepted accounting principles.

   "Tracked Business Available Dividend Amount" shall mean the aggregate of
the TeleCorp Tracked Business Available Dividend Amount plus the Tritel
Tracked Business Available Dividend Amount.

   "Tracked Common Stock" has the meaning specified in Section 4.12(a).

   "Tritel Common Stock" shall mean the Class A Voting Common Stock, $.01 par
value per share, the Class B Non-Voting Common Stock, $.01 par value per
share, the Class C Common Stock, $.01 par value per share, and the Class D
Common Stock, $.01 par value per share, and the Voting Preference Common
Stock, $.01 par value per share, of Tritel PCS, Inc.

   "Tritel Holding" shall mean Tritel C/F Holding Corp., a Delaware
corporation, or any successor thereto.

   "Tritel Original Shares" shall mean the Series D Preferred Stock, $.01 par
value, of Tritel PCS, Inc. owned by the Initial Holders and TWR Cellular Inc.
on January 7, 1999, or any shares of Tritel Series C Preferred Stock or Tritel
Common Stock into which such shares or any shares of Tritel Series A Preferred
Stock or Tritel Series C Preferred Stock were converted.

   "Tritel Series A Preferred Stock" shall mean the Series A Convertible
Preferred Stock, $.01 par value, of Tritel PCS, Inc.

   "Tritel Series C Preferred Stock" shall mean the Series C Convertible
Preferred Stock, $.01 par value, of Tritel PCS, Inc.

   "Tritel Tracking Stock" shall have the meaning set forth in Section
4.12(b)(iii).

   "Tritel Tracked Business Available Dividend Amount" shall mean, on any
date, the excess (if any) of (i) the fair market value of the total assets of
Tritel Holding (including, without limitation, investments held by Tritel
Holding), less the total amount of the liabilities of Tritel Holding, in each
case as of such date determined in accordance with generally accepted
accounting principles, over (ii) the aggregate par value of, or any greater
amount determined in accordance with GCL to be capital in respect of, all
outstanding shares of the Tritel Tracking Stock.

   "Tritel Tracked Business Available Liquidation Amount" shall mean, on any
date, the fair market value of the total assets of Tritel Holding (including,
without limitation, investments held by Tritel Holding, less the total amount
of the liabilities of Tritel Holding, in each case as of such date determined
in accordance with generally accepted accounting principles.

                                     B-32
<PAGE>

                                   ARTICLE V

   Election of Directors need not be by written ballot.

                                   ARTICLE VI

   6.1 Amendment of Amended and Restated Certificate of Incorporation. Subject
to the separate class vote requirements relating to any class or series of
Preferred Stock, the holders of shares of capital stock representing at least
two-thirds ( 2/3) of the votes entitled to be cast for the election of
directors of the Corporation, voting together as a single class, in person or
by proxy, at a special or annual meeting of stockholders called for the
purpose, or by written consent, may amend, alter or repeal this Amended and
Restated Certificate of Incorporation.

   6.2 Amendment of the Bylaws. Except as otherwise provided by law or by this
Amended and Restated Certificate of Incorporation, the Bylaws of the
Corporation, as from time to time altered or amended, may be made, altered or
amended by the holders of shares of capital stock representing at least two-
thirds ( 2/3) of the votes entitled to be cast for the election of directors of
the Corporation, voting together as a single class, in person or by proxy at
any annual or special meeting of the stockholders called for such purpose, of
which the notice shall specify the subject matter of the proposed alteration or
amendment or new bylaw or the article or articles to be affected thereby, or by
written consent of such holders having such requisite number of votes. The
Bylaws may also be made, altered or amended by a majority of the whole number
of directors then in office. Notwithstanding anything to the contrary contained
in this Section 6.2, the rights of any Stockholder (as such term is defined in
the Stockholders Agreement) or group of Stockholders under Section 2.11(b) of
the Bylaws shall not be amended, altered or repealed without the prior written
approval of any such Stockholder or group of Stockholders, as the case may be.

                                  ARTICLE VII

   7.1 Indemnification. 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 (a "Proceeding"), whether civil, criminal, administrative, or
investigative (whether or not by or in the right of the Corporation), by reason
of the fact that such person, or a person of whom such person is the legal
representative, is or was a director, officer, incorporator, employee, or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, incorporator, employee, partner, trustee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise (an "Other Entity"), shall be entitled to be indemnified by
the Corporation to the full extent then permitted by law against expenses
(including counsel fees and disbursements), judgments, fines (including excise
taxes assessed on a person with respect to an employee benefit plan), and
amounts paid in settlement incurred by him in connection with such Proceeding.
Persons who are not Directors or officers of the Corporation may be similarly
indemnified in respect of service to the Corporation or to an Other Entity at
the request of the Corporation to the extent the Board of Directors at any time
specifies that such persons are entitled to the benefits of this Article VII.

   7.2 Advancement of Expenses. The Corporation shall, from time to time,
reimburse or advance to any Director or officer or other person entitled to
indemnification hereunder the funds necessary for payment of expenses,
including attorneys' fees and disbursements, incurred in connection with any
Proceeding, in advance of the final disposition of such Proceeding; provided,
however, that, if (and only if) required by the GCL, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition of a Proceeding only upon receipt by the Corporation
of an undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.


                                      B-33
<PAGE>

   7.3 Rights Not Exclusive. The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Article VII
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Amended and Restated Certificate
of Incorporation, the Bylaws, any agreement, any vote of stockholders or
disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

   7.4 Continuing Rights. The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Article VII
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder), shall inure to the benefit of the
executors, administrators, legatees and distributees of such person, and in
either case, shall inure whether or not the claim asserted is based on matters
which antedate the adoption of this Article VII.

   7.5 Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether
or not the Corporation would have the power to indemnify such person against
such liability under the provisions of this Article VII, the Bylaws or under
Section 145 of the GCL or any other provision of law.

   7.6 Contract Rights; No Repeal. The provisions of this Article VII shall be
a contract between the Corporation, on the one hand, and each Director and
officer who serves in such capacity at any time while this Article VII is in
effect and any other person indemnified hereunder, on the other hand, pursuant
to which the Corporation and each such Director, officer, or other person
intend to be legally bound. No repeal or modification of this Article VII shall
affect any rights or obligations with respect to any state of facts then or,
heretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.

   7.7 Enforceability; Burden of Proof. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article VII shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any court of
competent jurisdiction. The burden of proving that such indemnification or
reimbursement or advancement of expenses is not appropriate shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel and its stockholders) to have made a
determination prior to the commencement of such action that such
indemnification or reimbursement or advancement of expenses is proper in the
circumstances nor an actual determination by the Corporation (including its
Board of Directors, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such Proceeding.

   7.8 Service at the Request of the Corporation. Any Director or officer of
the Corporation serving in any capacity in (a) another corporation of which a
majority of the shares entitled to vote in the election of its directors is
held, directly or indirectly, by the Corporation or (b) any employee benefit
plan of the Corporation or any corporation referred to in clause (a) shall be
deemed to be doing so at the request of the Corporation.

   7.9 Right to Be Covered by Applicable Law. Any person entitled to be
indemnified or to reimbursement or advancement of expenses as a matter of right
pursuant to this Article VII may elect to have the right to indemnification or
reimbursement or advancement of expenses interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the applicable Proceeding, to the extent permitted by law, or on
the basis of the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought. Such election shall be
made, by a notice in writing to the

                                      B-34
<PAGE>

Corporation, at the time indemnification or reimbursement or advancement of
expenses is sought; provided, however, that if no such notice is given, the
right to indemnification or reimbursement or advancement of expenses shall be
determined by the law in effect at the time indemnification or reimbursement or
advancement of expenses is sought.

   7.10 Section 203 Election. The Corporation elects not to have Section 203 of
the GCL govern the issuance of capital stock of the Corporation to (a) AT&T
Wireless or its Affiliates, (b) Gerald T. Vento or (c) Thomas H. Sullivan.

                                  ARTICLE VIII

   No Director of the Corporation shall be liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
Director, provided that this provision does not eliminate the liability of the
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 GCL or (iv) for any transaction from which the
Director derived an improper personal benefit. For purposes of the prior
sentence, the term "damages" shall, to the extent permitted by law, include
without limitation, any judgment, fine, amount paid in settlement, penalty,
punitive damages, excise or other tax assessed with respect to an employee
benefit plan, or expense of any nature (including, without limitation, counsel
fees and disbursements). Each person who serves as a Director of the
Corporation while this Article VIII is in effect shall be deemed to be doing so
in reliance on the provisions of this Article VIII, and neither the amendment
or repeal of this Article VIII, nor the adoption of any provision of this
Amended and Restated Certificate of Incorporation inconsistent with this
Article VIII, shall apply to or have any effect on the liability or alleged
liability of any Director of the Corporation for, arising out of, based upon,
or in connection with any acts or omissions of such Director occurring prior to
such amendment, repeal, or adoption of an inconsistent provision. The
provisions of this Article VIII are cumulative and shall be in addition to and
independent of any and all other limitations on or eliminations of the
liabilities of Directors of the Corporation, as such, whether such limitations
or eliminations arise under or are created by any law, rule, regulation, bylaw,
agreement, vote of stockholders or disinterested Directors, or otherwise.

                                   ARTICLE IX

   9.1 Number, Terms and Election of Directors.

   (a) Subject to the rights, if any, of the holders of any class or series of
Preferred Stock to elect additional directors under specified circumstances,
the number of directors of the Corporation shall be fixed and may be increased
or decreased from time to time by the Board of Directors, but in no case shall
the number be less than one nor more than fifteen.

   (b) The directors, other than the directors designated by the holders of the
Voting Preference Common Stock pursuant to Section 3.1(e) of the Stockholders'
Agreement (the "Voting Preference Directors"), shall be divided into three
classes, as nearly equal in number as possible, by the affirmative vote (which
vote may be taken prior to such closing) of a majority of the directors then
holding office. One class of directors shall be appointed to the Board of
Directors for a term expiring at the first annual meeting of stockholders to be
held after the filing of this Amended and Restated Certificate of
Incorporation, another class of directors shall be appointed to the Board of
Directors for a term expiring at the second annual meeting of stockholders to
be held after the filing of this Amended and Restated Certificate of
Incorporation, and another class of directors shall be appointed to the Board
of Directors for a term expiring the third annual meeting of stockholders to be
held after the filing of this Amended and Restated Certificate of
Incorporation, with members of each class to hold office until their successors
are elected and qualified. At each succeeding annual meeting of the
stockholders of the Corporation, the successors of the class of directors whose
term expires at that meeting shall be elected by

                                      B-35
<PAGE>

plurality vote of all votes cast at such meeting to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
their year of election. The Voting Preference Directors shall be elected to the
Board of Directors for a one year term expiring at each annual meeting.

   9.2 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, newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled solely by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the board of directors, or by a sole
remaining director. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of an incumbent director.

   9.3 Removal. 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 with or without cause in the following manner. At any
annual meeting 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 with or without cause.

   9.4 Additional Rights of Certain Stockholders Regarding
Directors. Notwithstanding anything to the contrary contained in this Article
IX, 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 Amended and Restated Certificate of Incorporation (including,
without limitation, the right of the Initial Holders to nominate a director
pursuant to Section 4.3(d)(iii) and Section 4.4 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 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 or for any other reason) shall be
filled in accordance with the terms of the Stockholders' Agreement or this
Amended and Restated Certificate of Incorporation, as the case may be.

   IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed
this Amended and Restated Certificate of Incorporation this  day of      ,
2000.


                                          _____________________________________
                                          Name:
                                          Title:

                                      B-36
<PAGE>

                                  ANNEX II to

  Amendment No. 1 to the Agreement and Plan of Reorganization and Contribution

                                      B-37
<PAGE>

                                   SCHEDULE A

                        BOARD OF DIRECTORS AND OFFICERS

TELECORP II:

Officers:

<TABLE>
<CAPTION>
   Name                                                Position
   ----                                                --------
   <S>                                                 <C>
   Gerald T. Vento.................................... Chief Executive Officer
   Thomas H. Sullivan................................. President, Treasurer, and
                                                       Secretary
   Julie A. Dobson.................................... Chief Operating Officer

Board of Directors:

<CAPTION>
   Name                                                Position
   ----                                                --------
   <S>                                                 <C>
   Thomas H. Sullivan................................. Director
   Gerald T. Vento.................................... Director

TRITEL II:

Officers:

<CAPTION>
   Name                                                Position
   ----                                                --------
   <S>                                                 <C>
   Gerald T. Vento.................................... Chief Executive Officer
   Thomas H. Sullivan................................. Executive Vice President-
                                                       Chief Financial Officer
                                                       and Treasurer
   William Arnett..................................... President and Chief
                                                       Operating Officer
   James H. Neeld, IV, Esq............................ Senior Vice President-
                                                       General Counsel and
                                                       Secretary

Board of Directors:

<CAPTION>
   Name                                                Position
   ----                                                --------
   <S>                                                 <C>
   Thomas H. Sullivan................................. Director
   Gerald T. Vento.................................... Director

HOLDING COMPANY:

   A. Before the Merger.

Officers:

<CAPTION>
   Name                                                Position
   ----                                                --------
   <S>                                                 <C>
   Gerald T. Vento.................................... President
   Thomas H. Sullivan................................. Vice President,
                                                       Treasurer, and Secretary

Board of Directors:

<CAPTION>
   Name                                                Position
   ----                                                --------
   <S>                                                 <C>
   Gerald T. Vento.................................... Director
   Thomas H. Sullivan................................. Director
</TABLE>

                                      B-38
<PAGE>

   B. After the Merger.

Officers:

<TABLE>
<CAPTION>
   Name                                                 Position
   ----                                                 --------
   <S>                                                  <C>
   Gerald T. Vento..................................... Chief Executive Officer
   Thomas H. Sullivan.................................. Chief Financial Officer
   William M. Mounger.................................. Chairman of the Board of
                                                        Directors
   E.B. Martin......................................... Vice-Chairman of the
                                                        Board of Directors
</TABLE>

Board of Directors:

<TABLE>
<CAPTION>
   Class                                            Name                Position
   -----                                            ----                --------
   <S>                                              <C>                 <C>
   Class of 2001................................... Gerald T. Vento     Director
                                                    Thomas H. Sullivan  Director
                                                    William M. Mounger* Director
                                                    E.B. Martin*        Director
   Class of 2002................................... Alex P. Coleman     Director
                                                    Michael R. Hannon   Director
                                                    Michael Schwartz    Director
                                                    Mary Hawkins-Key    Director
                                                    Scott Anderson      Director
   Class of 2003................................... James M. Hoak       Director
                                                    David A. Jones, Jr. Director
                                                    Andrew Hubregsen    Director
                                                    William W. Hague    Director
                                                    Rohit M. Desai      Director
</TABLE>
--------
*  Mr. Mounger and Mr. Martin hold two seats, but are entitled to one vote.

                                      B-39
<PAGE>


                                                                    Annex C

                          AMENDMENT No. 2 TO THE

           AGREEMENT AND PLAN OF REORGANIZATION AND CONTRIBUTION

   This Amendment No. 2 is dated as of June 12, 2000 (the "Amendment No. 2")
and amends the Agreement and Plan of Reorganization and Contribution, dated as
of February 28, 2000, by and among TeleCorp PCS, Inc., a Delaware corporation
("TeleCorp"), Tritel, Inc., a Delaware corporation ("Tritel"), and AT&T
Wireless Services, Inc., a Delaware corporation ("AT&T"), as amended by
Amendment No. 1 to the Agreement and Plan of Reorganization and Contribution,
dated as of May 4, 2000 (the "Existing Agreement").

   WHEREAS, TeleCorp, Tritel, and AT&T desire to amend the Existing Agreement;

   NOW THEREFORE, in consideration of the premises and the agreements contained
herein, the parties hereto agree as follows:

     1. All capitalized terms used herein and not otherwise defined shall
  have the meanings ascribed to them in the Existing Agreement.

     2. Certificate of Incorporation. Exhibit H to the Existing Agreement is
  hereby amended by deleting Exhibit H in its entirety and replacing it with
  Annex I attached hereto.

     3. Limited Effect. Except as expressly amended and modified by this
  Amendment No. 2, the Existing Agreement shall continue to be, and shall
  remain, in full force and effect in accordance with its terms.

     4. Counterparts. This Amendment No. 2 may be executed by each of the
  parties hereto on any number of separate counterparts, each of which shall
  be an original and all of which taken together shall constitute one and the
  same instrument.

     5. GOVERNING LAW. THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY, AND
  CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT
  REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

                         [SIGNATURE PAGE FOLLOWS]

                                      C-1
<PAGE>


   IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be
executed and delivered as of the date first above written.

                                          TELECORP PCS, INC.

                                          By: ____________________________

                                            Name:

                                            Title:

                                          TRITEL, INC.

                                          By: ____________________________

                                            Name:

                                            Title:

                                          AT&T WIRELESS SERVICES, INC.

                                          By: ____________________________

                                            Name:

                                            Title:

                                      C-2
<PAGE>


                                ANNEX I to

  Amendment No. 2 to the Agreement and Plan of Reorganization and Contribution

                                 EXHIBIT H

                           AMENDED AND RESTATED

                       CERTIFICATE OF INCORPORATION

                                    OF

                            TELECORP PCS, INC.,

                             formerly known as

                      TeleCorp-Tritel Holding Company

   TeleCorp PCS, Inc., formerly known as TeleCorp-Tritel Holding Company, a
corporation organized and existing under the laws of the State of Delaware,
hereby certifies as follows:

   FIRST: The name of the corporation is TeleCorp PCS, Inc. (the
"Corporation"). The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware (the "Secretary
of State") on                    (the "Certificate of Incorporation").

   SECOND: This Amended and Restated Certificate of Incorporation (the "Amended
and Restated Certificate of Incorporation") has been duly adopted in accordance
with the provisions of Sections 242 and 245 of the General Corporation Law of
the State of Delaware ("GCL") and written consent has been given by the
stockholders of the Corporation in accordance with Section 228 of the GCL.

   THIRD: The Certificate of Incorporation is hereby amended and restated in
its entirety as follows:

                                 ARTICLE I

   The name of the Corporation shall be TeleCorp PCS, Inc.

                                ARTICLE II

   The address of the Corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

                                ARTICLE III

   The purpose of the Corporation is to engage in, carry on and conduct any
lawful act or activity for which corporations may be organized under the GCL.

                                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     , consisting of (a)
20,000,000 shares of preferred stock, par value $.01 per share (the "Preferred
Stock"), consisting of 100,000 shares designated "Series A Convertible
Preferred Stock" (the "Series A Preferred Stock"), 200,000 shares designated
"Series B Convertible Preferred Stock" (the "Series B Preferred Stock"),
215,000 shares designated "Series C Preferred Stock" (the "Series C Preferred
Stock"), 50,000 shares designated "Series D Preferred Stock" (the "Series D
Preferred Stock"), 30,000 shares designated "Series E Preferred Stock" (the
"Series E Preferred Stock"), 15,450,000 shares designated "     Series F
Preferred Stock" (the "Series F Preferred Stock"), 100,000 shares designated as
"Series G Preferred Stock"

                                      C-3
<PAGE>


(the "Series G Preferred Stock"), 200,000 shares designated as Series H
Preferred Stock" (the "Series H Preferred Stock"), 300,000 shares designated as
Series I Preferred Stock (the "Series I Preferred Stock") and 3,355,000
undesignated shares available for designation and issuance pursuant to Section
4.2, and (b)      shares of common stock, par value $0.01 per share (the
"Common Stock"), consisting of 1,108,550,000 shares designated "Class A Voting
Common Stock" (the "Class A Common Stock"), 808,550,000 shares designated
"Class B Non-Voting Common Stock" (the "Class B Common Stock"), 309,000 shares
designated "Class C Common Stock" (the "Class C Common Stock"), 927,000 shares
designated "Class D Common Stock" (the "Class D Common Stock"), 4,000,000
shares designated "Class E Common Stock" (the "Class E Common Stock"),
12,000,000 shares designated "Class F Common Stock" (the "Class F Common
Stock") and 3,093 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 4.16.)

   4.2 Additional Series of Preferred Stock and Voting Rights of Preferred
Stock.

   (a) Subject to approval by holders of shares of any class or series of
Preferred Stock to the extent such approval is required by its terms, the Board
of Directors of the Corporation (the "Board of Directors") is hereby expressly
authorized, by resolution or resolutions, to provide, out of the unissued
shares of Preferred Stock, for series of Preferred Stock in addition to the
Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred
Stock, the Series D Preferred Stock, the Series E Preferred Stock, the Series F
Preferred Stock, the Series G Preferred Stock, the Series H Preferred Stock and
the Series I Preferred Stock. Before any shares of any such series are issued,
the Board of Directors shall fix, and hereby is expressly empowered to fix, by
resolutions, the following provisions of the shares thereof:

     (i) the designation of such series, the number of shares to constitute
  such series and the stated value thereof if different from the par value
  thereof;

     (ii) whether the shares of such series shall have voting rights, in
  addition to any voting rights provided by law, and, if so, the terms of
  such voting rights, which may be general or limited;

     (iii) the dividends, if any, payable on such series, whether any such
  dividends shall be cumulative, and, if so, from what dates, the conditions
  and dates upon which such dividends shall be payable, the preference or
  relation which such dividends shall bear to the dividends payable on any
  shares of stock of any other class or any other series of this class;

     (iv) whether the shares of such series shall be subject to redemption by
  the Corporation, and, if so, the times, prices and other conditions of such
  redemption;

     (v) the amount or amounts payable upon shares of such series upon, and
  the rights of the holders of such series in, the voluntary or involuntary
  liquidation, dissolution or winding up, or upon any distribution of the
  assets, of the Corporation;

     (vi) whether the shares of such series shall be subject to the operation
  of a retirement or sinking fund and, if so, the extent to and manner in
  which any such retirement or sinking fund shall be applied to the purchase
  or redemption of the shares of such series for retirement or other
  corporate purposes and the terms and provisions relative to the operation
  thereof;

     (vii) whether the shares of such series shall be convertible into, or
  exchangeable for, shares of stock of any other class or any other series of
  this class or any other securities and, if so, the price or prices or the
  rate or rates of conversion or exchange and the method, if any, of
  adjusting the same, and any other terms and conditions of conversion or
  exchange;

     (viii) the limitations and restrictions, if any, to be effective while
  any shares of such series are outstanding upon the payment of dividends or
  the making of other distributions on, and upon the purchase, redemption
  other acquisition by the Corporation of, the Common Stock or shares of
  stock of any other class or any other series of this class;

                                      C-4
<PAGE>


     (ix) the conditions or restrictions, if any, upon the creation of
  indebtedness of the Corporation or upon the issue of any additional stock,
  including additional shares of such series or of any other series of this
  class or of any other class; and

     (x) any other powers, preferences and relative, participating, optional
  and other special rights, and any qualifications, limitations and
  restrictions thereof.

   (b) The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
Preferred Stock shall be identical in all respects with all other shares of
such series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall be cumulative.

   (c) Shares of Preferred Stock of any series that have been redeemed (whether
through the operation of a sinking fund or otherwise) or that, if convertible
or exchangeable, have been converted into or exchanged for any other security
shall have the status of authorized and unissued shares of Preferred Stock of
the same series and may be reissued as a part of the series of which they were
originally a part or may be reclassified and reissued as part of a new series
of shares of Preferred Stock to be created by resolution or resolutions of the
Board of Directors or as part of any other series of shares of Preferred Stock,
all subject to the conditions or restrictions on issuance set forth in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of any series of shares of Preferred Stock.

   (d) Subject to the provisions of this Amended and Restated Certificate of
Incorporation and except as otherwise provided by law, the stock of the
Corporation, regardless of class, may be issued for such consideration and for
such corporate purposes as the Board of Directors may from time to time
determine.

   (e) Voting.

     (i) The holders of shares of Preferred 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 series of Preferred 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 series of
  Preferred Stock then outstanding, each Series of Preferred Stock shall be
  entitled to the number of votes voting as a class with all equity
  securities of the Corporation enumerated below and the number of votes or
  fractional votes to which each share of a particular series of Preferred
  Stock shall be entitled shall be the quotient determined by dividing the
  aggregate number of votes to which such series of Preferred Stock is
  entitled by the number of shares of such series of Preferred Stock then
  outstanding. Except as otherwise required by law or provided herein, the
  Series A Preferred Stock shall have 67,804 votes; the Series B Preferred
  Stock shall have 61,608 votes; the Series C Preferred Stock shall have
  124,096 votes; the Series D Preferred Stock shall have 30,308 votes; the
  Series E Preferred Stock shall have 16,184 votes; the Series H Preferred
  Stock shall have the number of votes which shares of Series A Preferred
  Stock exchanged for such Series H Preferred Stock in accordance with
  Section 4.14 previously had; the Series I Preferred Stock shall have the
  number of votes which shares of Series B Preferred Stock exchanged for such
  Series I Preferred Stock in accordance with Section 4.14 previously had;
  and the Series F Preferred Stock and the Series G Preferred Stock shall
  have the voting rights described in Section 4.12(c).

     (ii) In any matter requiring a separate class vote of holders of any
  series of Preferred Stock or a separate vote of two or more series of
  Preferred Stock voting together as a single class, for the purposes of such
  a class vote, each share of Preferred Stock of such series shall be
  entitled to one vote per share.

   4.3 Powers, Preferences and Rights of the Series A Preferred Stock. The
powers, preferences and rights of the Series A Preferred Stock and the
qualifications, limitations and restrictions thereof are as follows:

                                      C-5
<PAGE>


   (a) Ranking. The Series A Preferred Stock shall, with respect to the payment
of dividends and the distribution of assets on liquidation, dissolution or
winding up, rank on a parity with the Series B Preferred Stock, the Series H
Preferred Stock and the Series I Preferred Stock, and rank senior to Junior
Stock.

   (b) Dividends and Distributions.

     (i) Dividends. The holders of shares of Series A Preferred Stock shall
  be entitled to receive, as and when declared by the Board of Directors, out
  of funds legally available therefor, dividends on each outstanding share of
  Series A Preferred Stock, at an annual rate per share equal to ten percent
  (10%) of the Liquidation Preference, calculated on the basis of a 360-day
  year consisting of twelve 30-day months. Dividends shall be paid quarterly
  in arrears commencing on the Dividend Payment Date immediately following
  the last Dividend Payment Date arising with respect to Predecessor Stock
  exchanged for the Series A Preferred Stock in the manner provided in
  paragraph (iii) below.

     (ii) Accrued Dividends, Record Date. Dividends payable pursuant to
  paragraph (i) above shall begin to accrue and be cumulative from the date
  on which shares of Series A Preferred Stock are issued, or, with respect to
  shares of Series A Preferred Stock received in exchange for any Predecessor
  Stock, on the date when such Predecessor Stock was issued, and shall begin
  to accrue on a daily basis, in each case whether or not earned or declared.
  The Board of Directors may fix a record date for the determination of
  holders of shares of Series A Preferred Stock entitled to receive payment
  of the dividends payable pursuant to paragraph (i) above, which record date
  shall not be more than 60 days prior to the Dividend Payment Date.

     (iii) Payment. All dividends shall be payable in cash. Until the
  December 2008 Dividend Payment Date, the Corporation shall have the option
  to defer payment of dividends on Series A Preferred Stock. Any dividend
  payments so deferred shall be payable on and not earlier than the December
  2008 Dividend Payment Date.

     (iv) Dividends Pro Rata. All dividends paid with respect to shares of
  Series A Preferred Stock pursuant to this Section 4.3(b) shall be paid pro
  rata to the holders entitled thereto. In the event that the funds legally
  available therefor shall be insufficient for the payment of the entire
  amount of cash dividends payable at any Dividend Payment Date, subject to
  Section 4.3(c), such funds shall be allocated for the payment of dividends
  with respect to the shares of Series A Preferred Stock, Series B Preferred
  Stock, Series H Preferred Stock and Series I Preferred Stock pro rata based
  upon the Liquidation Preference of the outstanding shares.

   (c) Certain Restrictions.

     (i) Notwithstanding the provisions of Sections 4.3(b), (e) and (f), cash
  dividends on the Series A Preferred Stock may not be declared, paid or set
  apart for payment, nor may the Corporation redeem, purchase or otherwise
  acquire any shares of Series A Preferred Stock, if (A) the Corporation is
  not solvent or would be rendered insolvent thereby or (B) at such time the
  terms and provisions of any law or agreement of the Corporation, including
  any agreement relating to its indebtedness, specifically prohibit such
  declaration, payment or setting apart for payment or such redemption,
  purchase or other acquisition, or provide that such declaration, payment or
  setting apart for payment or such redemption, purchase or other acquisition
  would constitute a violation or breach thereof or a default thereunder.

     (ii) So long as shares of Series A Preferred Stock are outstanding or
  dividends payable on shares of Series A Preferred Stock have not been paid
  in full in cash, then the Corporation shall not declare or pay cash
  dividends on, or redeem, purchase or otherwise acquire for consideration,
  any shares of Common Stock or other shares of Junior Stock, except with the
  prior written consent of holders of a majority of the outstanding shares of
  Series A Preferred Stock, except that the Corporation may acquire, in
  accordance with the terms of any agreement between the Corporation and its
  employees, shares of Common Stock or Preferred Stock at a price not greater
  than the Market Price as of such date.

                                      C-6
<PAGE>


     (iii) The Corporation shall not permit any Subsidiary of the
  Corporation, or cause any other Person, to make any distribution with
  respect to, or purchase or otherwise acquire for consideration, any shares
  of capital stock of the Corporation, unless the Corporation could, pursuant
  to paragraph (ii) above, make such distribution or purchase or otherwise
  acquire such shares at such time and in such manner.

   (d) Voting Rights; Election of Directors.

     (i) In addition to the voting rights set forth in Section 4.2(e) or
  otherwise provided by law, the holders of shares of Series A Preferred
  Stock shall have the voting rights provided in paragraphs (ii) and (iii)
  below.

     (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, or by written consent, 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, except
  upon conversion or exchange pursuant to Section 4.14 of outstanding
  securities, (B) authorize, adopt or approve each amendment to this Amended
  and 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 such alteration or change results in such
  capital stock being Senior Stock or Parity Stock, (C) amend, alter or
  repeal any provision of this Amended and 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 in the aggregate an amount of
  shares of Series A Preferred Stock equal to at least 44,481 shares, holders
  of shares of Series A Preferred Stock shall have the exclusive right,
  voting separately as a single class, to designate one director of the
  Corporation. The foregoing right to designate one director may be exercised
  at any annual meeting of stockholders or a special meeting of stockholders
  or holders of Series A Preferred Stock held for such purpose or any
  adjournment thereof, or by the written consent, delivered to the Secretary
  of the Corporation, of 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 designate one director of
  the Corporation. So long as the Initial Holders own in the aggregate an
  amount of shares of Series A Preferred Stock equal to at least 44,481
  shares in the event any director so designated 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 or appointed 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.

   (e) Redemption at Option of the Corporation. The Corporation shall have the
right to redeem shares of Series A Preferred Stock pursuant to the following
provisions:

     (i) The Corporation shall not have any right to redeem shares of the
  Series A Preferred Stock prior to, with respect to any shares of Series A
  Preferred Stock, the 30th day after the twentieth anniversary of the
  issuance of such shares. Thereafter, subject to the restrictions in Section
  4.3(c)(i), the Corporation shall have the right, at its sole option and
  election, to redeem the shares of the Series A Preferred Stock, in whole
  but not in part, at any time at a redemption price (the "Series A
  Redemption Price") per share equal to the Liquidation Preference as of the
  redemption date;

                                      C-7
<PAGE>


     (ii) Notice of any redemption of the Series A Preferred Stock shall be
  mailed at least ten, but not more than 60, days prior to the date fixed for
  redemption to each holder of Series A Preferred Stock to be redeemed, at
  such holder's address as it appears on the books of the Corporation. In
  order to facilitate the redemption of the Series A Preferred Stock, the
  Board of Directors may fix a record date for the determination of holders
  of Series A Preferred Stock to be redeemed, or may cause the transfer books
  of the Corporation to be closed for the transfer of the Series A Preferred
  Stock, not more than 60 days prior to the date fixed for such redemption;

     (iii) Within two Business Days after the redemption date specified in
  the notice given pursuant to paragraph (ii) above and the surrender of the
  certificate(s) representing shares of Series A Preferred Stock, the
  Corporation shall pay to the holder of the shares being redeemed the Series
  A Redemption Price therefor. Such payment shall be made by wire transfer of
  immediately available funds to an account designated by such holder or by
  overnight delivery (by a nationally recognized courier) of a bank check to
  such holder's address as it appears on the books of the Corporation; and

     (iv) Effective upon the date of the notice given pursuant to paragraph
  (ii) above, notwithstanding that any certificate for such shares shall not
  have been surrendered for cancellation, the shares represented thereby
  shall no longer be deemed outstanding, the rights to receive dividends
  thereon shall cease to accrue from and after the date of redemption
  designated in the notice of redemption and all rights of the holders of the
  shares of the Series A Preferred Stock called for redemption shall cease
  and terminate, excepting only the right to receive the Series A Redemption
  Price therefor in accordance with paragraph (iii) above and the right to
  convert such shares into shares of Class A Common Stock until the close of
  business on the third Business Day preceding the redemption date, as
  provided in Section 4.3(i).

   (f) Redemption at Option of Holder.

     (i) No holder of shares of Series A Preferred Stock shall have any right
  to require the Corporation to redeem any shares of Series A Preferred Stock
  prior to, with respect to any shares of Series A Preferred Stock, the 30th
  day after the twentieth anniversary of the issuance of such shares.
  Thereafter, subject to the restrictions set forth in Section 4.3(c)(i),
  each holder of shares of Series A Preferred Stock shall have the right, at
  the sole option and election of such holder, to require the Corporation to
  redeem all (but not less than all) of the shares of Series A Preferred
  Stock owned by such holder at a price per share equal to the Series A
  Redemption Price;

     (ii) The holder of any shares of the Series A Preferred Stock may
  exercise such holder's right to require the Corporation to redeem such
  shares by surrendering for such purpose to the Corporation, at its
  principal office or at such other office or agency maintained by the
  Corporation for that purpose, certificates representing the shares of
  Series A Preferred Stock to be redeemed, accompanied by a written notice
  stating that such holder elects to require the Corporation to redeem all
  (but not less than all) of such shares in accordance with the provisions of
  this Section 4.3(f), which notice may specify an account for delivery of
  the Series A Redemption Price;

     (iii) Within two Business Days after the surrender of such certificates,
  the Corporation shall pay to the holder of the shares being redeemed the
  Series A Redemption Price therefor. Such payment shall be made by wire
  transfer of immediately available funds to an account designated by such
  holder or by overnight delivery (by a nationally recognized courier) of a
  bank check to such holder's address as it appears on the books of the
  Corporation; and

     (iv)  Such redemptions shall be deemed to have been made at the close of
  business on the date of the receipt of such notice and of such surrender of
  the certificates representing the shares of the Series A Preferred Stock to
  be redeemed and the rights of the holder thereof, except for the right to
  receive the Series A Redemption Price therefor in accordance herewith,
  shall cease on such date of receipt and surrender.

                                      C-8
<PAGE>


   (g) Reacquired Shares. Any shares of the Series A Preferred Stock redeemed
or purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued pursuant to Section 4.2(c) as part of a new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors, subject to the conditions or restrictions on issuance set
forth herein.

   (h) Liquidation, Dissolution or Winding Up.

     (i) In the event of any liquidation, dissolution or winding up of the
  Corporation, either voluntary or involuntary, before any distribution or
  payment to holders of Junior Stock, the holders of shares of Series A
  Preferred Stock shall be entitled to be paid an amount equal to the
  Liquidation Preference with respect to each share of Series A Preferred
  Stock.

     (ii) If, upon any liquidation, dissolution or winding up of the
  Corporation, the assets of the Corporation available for distribution to
  the holders of Series A Preferred Stock shall be insufficient to permit
  payment in full to such holders of the sums which such holders are entitled
  to receive in such case, then all of the assets available for distribution
  to holders of the Series A Preferred Stock, Series B Preferred Stock,
  Series H Preferred Stock and Series I Preferred Stock shall be distributed
  among and paid to such holders ratably in proportion to the amounts that
  would be payable to such holders if such assets were sufficient to permit
  payment in full.

     (iii) Neither the consolidation or merger of the Corporation with or
  into any other Person nor the sale or other distribution to another Person
  of all or substantially all the assets, property or business of the
  Corporation, shall be deemed to be a liquidation, dissolution or winding up
  of the Corporation for purposes of this Section 4.3(h).

   (i) Conversion.

     (i) Stockholders' Right To Convert. No holder of shares of Series A
  Preferred Stock shall have any right to convert any shares of Series A
  Preferred Stock into Class A Common Stock or any other securities of the
  Corporation prior to July 17, 2006. Thereafter, each share of Series A
  Preferred Stock held by the Initial Holders or a Qualified Transferee shall
  be convertible, at the sole option and election of the Initial Holders or
  Qualified Transferee, into fully paid and non-assessable shares of Class A
  Common Stock.

     (ii) Number of Shares of Class A Common Stock Issuable upon
  Conversion. The number of shares of Class A Common Stock to be issued upon
  conversion of shares of Series A Preferred Stock pursuant to paragraph (i)
  above shall be equal to the product of (A) the Series A Conversion Rate as
  of the date of the applicable notice pursuant to paragraph (iv) below,
  multiplied by (B) the number of shares of Series A Preferred Stock to be
  converted.

     (iii) Fractional Shares. Notwithstanding any other provision of this
  Amended and Restated Certificate of Incorporation, the Corporation shall
  not be required to issue fractions of shares upon conversion of any shares
  of Series A Preferred Stock or to distribute certificates which evidence
  fractional shares. In lieu of fractional shares, the Corporation may pay
  therefor, at the time of any conversion of shares of Series A Preferred
  Stock as herein provided, an amount in cash equal to such fraction
  multiplied by the Market Price of a share of Class A Common Stock on such
  date.

     (iv) Mechanics of Conversion. The Initial Holders or Qualified
  Transferee may exercise its option to convert by surrendering for such
  purpose to the Corporation, at its principal office or such other office or
  agency maintained by the Corporation for that purpose, certificates
  representing the shares of Series A Preferred Stock to be converted,
  accompanied by a written notice, delivered in accordance with the terms of
  the Stockholders Agreement, stating that such holder elects to convert such
  shares in accordance with this Section 4.3(i). The date of receipt of such
  certificates and notice by the Corporation at such office shall be the
  conversion date (the "Series A Conversion Date"). If required by the
  Corporation, certificates surrendered for conversion shall be endorsed or
  accompanied by a written instrument or instruments of

                                      C-9
<PAGE>


  transfer, in form satisfactory to the Corporation, duly executed by the
  registered holder or his or its attorney duly authorized in writing. Within
  ten Business Days after the Series A Conversion Date (or, if at the time of
  such surrender the shares of Class A Common Stock are not listed or
  admitted for trading on any national securities exchange and are not quoted
  on NASDAQ or any similar service, within ten Business Days of the
  determination of the Market Price pursuant to the Appraisal Procedure), the
  Corporation shall issue to such holder a number of shares of Class A Common
  Stock into which such shares of Series A Preferred Stock are convertible
  pursuant to paragraph (ii) above. Certificates representing such shares of
  Class A Common Stock shall be delivered to such holder at such holder's
  address as it appears on the books of the Corporation.

     (v) Termination of Rights. All shares of Series A Preferred Stock which
  shall have been surrendered for conversion as herein provided shall no
  longer be deemed to be outstanding and all rights with respect to such
  shares, including the rights, if any, to receive notices and to vote, shall
  immediately cease and terminate on the Series A Conversion Date, except
  only the right of the holders thereof to receive shares of Class A Common
  Stock in exchange therefor and payment of any declared and unpaid dividends
  thereon.

     (vi) No Conversion Charge or Tax. The issuance and delivery of
  certificates for shares of Class A Common Stock upon the conversion of
  shares of Series A Preferred Stock shall be made without charge to the
  holder of shares of Series A Preferred Stock for any issue or transfer tax,
  or other incidental expense in respect of the issuance or delivery of such
  certificates or the securities represented thereby, all of which taxes and
  expenses shall be paid by the Corporation.

     (vii) Reorganization, Reclassification and Merger Adjustment. If there
  occurs any capital reorganization or any reclassification of the Class A
  Common Stock of the Corporation, the consolidation or merger of the
  Corporation with or into another Person (other than a merger or
  consolidation of the Corporation in which the Corporation is the continuing
  corporation and which does not result in any reclassification or change of
  outstanding shares of its Class A Common Stock) or the sale or conveyance
  of all or substantially all of the assets of the Corporation to another
  Person, then each share of Series A Preferred Stock shall thereafter be
  convertible into the same kind and amounts of securities (including shares
  of stock) or other assets, or both, which were issuable or distributable to
  the holders of outstanding Class A Common Stock of the Corporation upon
  such reorganization, reclassification, consolidation, merger, sale or
  conveyance, in respect of that number of shares of Class A Common Stock
  into which such share of Series A Preferred Stock might have been converted
  immediately prior to such reorganization, reclassification, consolidation,
  merger, sale or conveyance; and, in any such case, appropriate adjustments
  (as determined in good faith by the Board of Directors of the Corporation,
  whose determination shall be conclusive) shall be made to assure that the
  provisions set forth herein shall thereafter be applicable, as nearly as
  reasonably may be practicable, in relation to any securities or other
  assets thereafter deliverable upon the conversion of the Series A Preferred
  Stock.

     (viii) Notice of Adjustment. Whenever the securities or other property
  deliverable upon the conversion of the Series A Preferred Stock shall be
  adjusted pursuant to the provisions hereof, the Corporation shall promptly
  give written notice thereof to each holder of shares of Series A Preferred
  Stock at such holder's address as it appears on the transfer books of the
  Corporation and shall forthwith file, at its principal executive office and
  with any transfer agent or agents for the Series A Preferred Stock and the
  Class A Common Stock, a certificate, signed by the Chairman of the Board,
  President or one of the Vice Presidents of the Corporation, and by its
  Chief Financial Officer, Treasurer or one of its Assistant Treasurers,
  stating the securities or other property deliverable per share of Series A
  Preferred Stock calculated to the nearest cent or to the nearest one-
  hundredth of a share and setting forth in reasonable detail the method of
  calculation and the facts requiring such adjustment and upon which such
  calculation is based. Each adjustment shall remain in effect until a
  subsequent adjustment hereunder is required.

     (ix) Reservation of Class A Common Stock. The Corporation shall at all
  times reserve and keep available for issuance upon the conversion of the
  shares of Series A Preferred Stock the maximum number

                                      C-10
<PAGE>


  of its authorized but unissued shares of Class A Common Stock as is
  reasonably anticipated to be sufficient to permit the conversion of all
  outstanding shares of Series A Preferred Stock, and shall take all action
  required to increase the authorized number of shares of Class A Common
  Stock if at any time there shall be insufficient authorized but unissued
  shares of Class A Common Stock to permit such reservation or to permit the
  conversion of all outstanding shares of Series A Preferred Stock.

   (j) Qualified Transfer. If at any time an Initial Holder or Qualified
Transferee desires to sell, transfer or otherwise dispose of shares of Series A
Preferred Stock pursuant to a Qualified Transfer, it shall, with respect to
each such proposed transfer, give written notice (a "Qualified Transfer
Notice") to the Corporation at its principal executive office specifying up to
ten prospective transferees. Upon receipt of such notice, the Corporation shall
have ten days to give written notice to the Initial Holders or Qualified
Transferee specifying its disapproval of (A) any or all of such prospective
transferees if it has good reason for such disapproval and specifying such
reason and (B) up to two of such prospective transferees with or without good
reason.

   (k) Notice of Certain Events. In case the Corporation shall propose at any
time or from time to time (i) to declare or pay any dividend payable in stock
of any class to the holders of Common Stock or to make any other distribution
to the holders of Common Stock, (ii) to offer to the holders of Common Stock
rights or warrants to subscribe for or to purchase any additional shares of
Common Stock or shares of stock of any class or any other securities, rights or
options, (iii) to effect any reclassification of its Common Stock, (iv) to
effect any consolidation, merger or sale, transfer or other disposition of all
or substantially all of the property, assets or business of the Corporation
which would, if consummated, adjust the Series A Conversion Rate or the
securities issuable upon conversion of shares of Series A Preferred Stock, or
(v) to effect the liquidation, dissolution or winding up of the Corporation,
then, in each such case, the Corporation shall mail to each holder of shares of
Series A Preferred Stock, at such holder's address as it appears on the
transfer books of the Corporation, a written notice of such proposed action,
which shall specify (A) the date on which a record is to be taken for the
purpose of such dividend or distribution of rights or warrants or, if a record
is not to be taken, the date as of which the holders of shares of Common Stock
of record to be entitled to such dividend or distribution of rights or warrants
are to be determined, or (B) the date on which such reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation or winding up
is expected to become effective, and such notice shall be so given as promptly
as possible but in any event at least ten Business Days prior to the applicable
record, determination or effective date, specified in such notice.

   (l) Certain Remedies. Any registered holder of shares of Series A Preferred
Stock shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Amended and Restated Certificate of Incorporation and to
enforce specifically the terms and provisions of this Amended and Restated
Certificate of Incorporation in any court of the United States or any state
thereof having jurisdiction, this being in addition to any other remedy to
which such holder may be entitled at law or in equity.

   4.4 Powers, Preferences and Rights of the Series B Preferred Stock. The
Series B Preferred Stock shall rank on a parity with the Series A Preferred
Stock, the Series H Preferred Stock and the Series I Preferred Stock, and the
powers, preferences and rights of the Series B Preferred Stock, and the
qualifications, limitations, and restrictions thereof, shall be identical to
those of the Series A Preferred Stock, except that (a) any references to the
"December 2008 Dividend Payment Date" shall instead be a reference to the "June
2009 Dividend Payment Date"; (b) holders shall have the right to designate one
director and designate replacements for such director, pursuant to Section
4.3(d)(iii), so long as the Initial Holders own, in the aggregate, an amount of
Series B Preferred Stock equal to at least 60,446 shares, (c) no holder of
Series B Preferred Stock shall have the right to convert Series B Preferred
Stock into Class A Common Stock or any other securities, pursuant to Section
4.3(i), prior to January 15, 2007; and (d) the words "Series B Preferred Stock"
and "Series A Preferred Stock" shall be substituted for all references in
Section 4.3 to Series A Preferred Stock and Series B Preferred Stock,
respectively, and any references in Section 4.3 to "TeleCorp PCS, Inc." shall
instead be a reference to "Tritel, Inc."

                                      C-11
<PAGE>


   4.5 Powers, Preferences and Rights of the Series C Preferred Stock. The
powers, preferences and rights of the Series C Preferred Stock and the
qualifications, limitations and restrictions thereof are as follows:

   (a) Ranking. The Series C Preferred Stock shall rank (i) junior to the
Series A Preferred Stock, the Series B Preferred Stock, the Series H Preferred
Stock and the Series I Preferred Stock with respect to the payment of dividends
and the distribution of assets on liquidation, dissolution or winding up, (ii)
junior to the Series D Preferred Stock with respect to the distribution of
assets on a Statutory Liquidation, (iii) on a parity with the Series D
Preferred Stock with respect to the distribution of assets on liquidation,
dissolution or winding up (other than on a Statutory Liquidation), (iv) on a
parity with the Series D Preferred Stock and the Common Stock with respect to
the payment of dividends, and (v) senior to the Common Stock and any series or
class of the Corporation's common or preferred stock, now or hereafter
authorized (other than Series A Preferred Stock, Series B Preferred Stock,
Series D Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock), with respect to the payment of dividends and the distribution of assets
on liquidation, dissolution and winding up.

   (b) Dividends. Holders of Series C Preferred Stock shall be entitled to
dividends in cash or property when, as and if, declared by the Board of
Directors of the Corporation; provided that, in no event shall dividends in
excess of the Liquidation Preference be declared or paid. So long as shares of
Series C Preferred Stock are outstanding or dividends payable on shares of
Series C Preferred Stock have not been paid in full in cash, the Corporation
shall not declare or pay cash dividends on, or redeem, purchase or otherwise
acquire for consideration, any shares of any class of common stock or series of
preferred stock ranking junior to or on a parity with the Series C Preferred
Stock, except that the Corporation may acquire, in accordance with the terms of
any agreement between the Corporation and its employees, shares of Common Stock
or Preferred Stock at a price not greater than the Market Price as of such
date. The Corporation shall not declare or pay cash dividends on, or redeem,
purchase or otherwise acquire for consideration, any shares of Series D
Preferred Stock unless concurrently therewith the Corporation shall declare or
pay cash dividends on, or redeem, purchase or otherwise acquire for
consideration, as the case may be, shares of Series C Preferred Stock ratably
in accordance with the number of shares of Series C Preferred Stock and Series
D Preferred Stock then outstanding.

   (c) Liquidation Preference.

     (i) In the event of any liquidation, dissolution or winding up of the
  Corporation, the holders of Series C Preferred Stock shall be entitled to
  receive out of the assets of the Corporation, whether such assets are
  capital or surplus of any nature, after payment is made to holders of all
  series of preferred stock ranking senior to the Series C Preferred Stock
  with respect to rights on liquidation, dissolution or winding up
  (including, in the case of a Statutory Liquidation, the Series D Preferred
  Stock), but before any payment shall be made or any assets distributed to
  the holders of Common Stock or any series of preferred stock ranking junior
  to the Series C Preferred Stock with respect to rights on liquidation,
  dissolution or winding up, an amount equal to the Liquidation Preference
  and no more.

     (ii) If upon any liquidation, dissolution or winding up of the
  Corporation the assets of the Corporation to be distributed are
  insufficient to permit the payment to all holders of Series C Preferred
  Stock and any other series of preferred stock ranking on a parity with
  Series C Preferred Stock with respect to rights on liquidation, dissolution
  or winding up (including, in the case of a liquidation, dissolution or
  winding up other than a Statutory Liquidation, the Series D Preferred
  Stock), to receive their full preferential amounts, the entire assets of
  the Corporation shall be distributed among the holders of Series C
  Preferred Stock and all such other series ratably in accordance with their
  respective Liquidation Preference.

     (iii) Neither the consolidation or merger of the Corporation with or
  into any other Person nor the sale or other distribution to another Person
  of all or substantially all the assets, property or business of the
  Corporation, shall be deemed to be a liquidation, dissolution or winding up
  of the Corporation for purposes of this Section 4.5(c).

                                      C-12
<PAGE>


   (d) Voting Rights.

     (i) In addition to the voting rights set forth in Section 4.2(e) or
  otherwise provided by law, the holders of shares of Series C Preferred
  Stock shall have the voting rights provided in paragraph (ii) below.

     (ii) The affirmative vote of holders of not less than a majority of
  Series C Preferred Stock shall be required 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 stock ranking
  senior to or pari passu with the Series C Preferred Stock or any additional
  shares of Series C Preferred Stock, except upon conversion or exchange
  pursuant to Section 4.14 of outstanding securities, (B) authorize, adopt or
  approve each amendment to this Amended and Restated Certificate of
  Incorporation that would increase or decrease the par value of the shares
  of Series C Preferred Stock, alter or change the powers, preferences or
  rights of the shares of Series C Preferred Stock or alter or change the
  powers, preferences or rights of any other capital stock of the Corporation
  if such alteration or change results in such capital stock ranking senior
  to or pari passu with the Series C Preferred Stock, (C) amend, alter or
  repeal any provision of this Amended and Restated Certificate of
  Incorporation so as to affect the shares of Series C 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 stock senior to or pari passu with
  the Series C Preferred Stock.

   (e) Redemption at Option of the Corporation. The Corporation shall have the
right to redeem shares of Series C Preferred Stock pursuant to the following
provisions:

     (i) Subject to the restrictions set forth in Section 4.5(g)(i), the
  Corporation shall have the right, at its sole option and election, to
  redeem the shares of the Series C Preferred Stock, in whole but not in
  part, at any time at a redemption price per share (the "Series C Redemption
  Price") equal to the Liquidation Preference thereof as of the redemption
  date; provided, that concurrently with such redemption, the Corporation
  shall redeem the shares of Series D Preferred Stock, in whole and not in
  part, at a redemption price per share (the "Series D Redemption Price")
  equal to the Liquidation Preference thereof as of the redemption date;
  provided, further, that if the funds legally available to the Corporation
  are insufficient to effect the redemption of the Series C Preferred Stock
  and the Series D Preferred Stock in full, such funds shall be allocated
  among the shares of Series C Preferred Stock and Series D Preferred Stock
  ratably in accordance with the number of shares of each Series outstanding
  as of the redemption date;

     (ii) Notice of any redemption of the Series C Preferred Stock and Series
  D Preferred Stock shall be mailed at least ten but not more than 60 days
  prior to the date fixed for redemption to each holder of Series C Preferred
  Stock and Series D Preferred Stock to be redeemed, at such holder's address
  as it appears on the books of the Corporation. In order to facilitate the
  redemption of the Series C Preferred Stock and Series D Preferred Stock,
  the Board of Directors may fix a record date for the determination of
  holders of Series C Preferred Stock and Series D Preferred Stock to be
  redeemed, or may cause the transfer books of the Corporation to be closed
  for the transfer of the Series C Preferred Stock and Series D Preferred
  Stock, not more than 60 days prior to the date fixed for such redemption;

     (iii) Within two Business Days after the redemption date specified in
  the notice given pursuant to paragraph (ii) above and the surrender of the
  certificate(s) representing shares of Series C Preferred Stock or Series D
  Preferred Stock, as the case may be, the Corporation shall pay to the
  holder of the shares being redeemed the Series C Redemption Price or the
  Series D Redemption Price therefor. Such payment shall be made by wire
  transfer of immediately available funds to an account designated by such
  holder or by overnight delivery (by a nationally recognized courier) of a
  bank check to such holder's address as it appears on the books of the
  Corporation; and

     (iv) Effective upon the date of the notice given pursuant to paragraph
  (ii) above, notwithstanding that any certificate for such shares shall not
  have been surrendered for cancellation, the shares represented thereby
  shall no longer be deemed outstanding, the rights to receive dividends
  thereon shall cease to

                                      C-13
<PAGE>


  accrue from and after the date of redemption designated in the notice of
  redemption and all rights of the holders of the shares of the Series C
  Preferred Stock or Series D Preferred Stock, as the case may be, called for
  redemption shall cease and terminate, excepting only the right to receive
  the Series C Redemption Price or the Series D Redemption Price therefor in
  accordance with paragraph (iii) above.

   (f) Redemption at Option of Holder.

     (i) No holder of shares of Series C Preferred Stock shall have any right
  to require the Corporation to redeem any shares of Series C Preferred Stock
  prior to, with respect to any shares of the Series C Preferred Stock, the
  30th day after the twentieth anniversary of the issuance of such shares.
  Thereafter, subject to the restrictions set forth in Section 4.5(g)(i),
  each holder of shares of Series C Preferred Stock shall have the right, at
  the sole option and election of such holder, to require the Corporation to
  redeem all (but not less than all) of the shares of Series C Preferred
  Stock owned by such holder at a price per share equal to the Series C
  Redemption Price;

     (ii) The holder of any shares of the Series C Preferred Stock may
  exercise such holder's right to require the Corporation to redeem such
  shares by surrendering for such purpose to the Corporation, at its
  principal office or at such other office or agency maintained by the
  Corporation for that purpose, certificates representing the shares of
  Series C Preferred Stock to be redeemed, accompanied by a written notice
  stating that such holder elects to require the Corporation to redeem all
  (but not less than all) of such shares in accordance with the provisions of
  this Section 4.5(f), which notice may specify an account for delivery of
  the Series C Redemption Price;

     (iii) Within two Business Days after the surrender of such certificates,
  the Corporation shall pay to the holder of the shares being redeemed the
  Series C Redemption Price therefor. Such payment shall be made by wire
  transfer of immediately available funds to an account designated by such
  holder or by overnight delivery (by a nationally recognized courier) of a
  bank check to such holder's address as it appears on the books of the
  Corporation; and

     (iv) Such redemptions shall be deemed to have been made at the close of
  business on the date of the receipt of such notice and of such surrender of
  the certificates representing the shares of the Series C Preferred Stock to
  be redeemed and the rights of the holder thereof, except for the right to
  receive the Series C Redemption Price therefor in accordance herewith,
  shall cease on such date of receipt and surrender.

   (g) Certain Restrictions.

     (i) Notwithstanding the provisions of Sections 4.5(b) or (f), cash
  dividends on the Series C Preferred Stock may not be declared, paid or set
  apart for payment, nor may the Corporation redeem, purchase or otherwise
  acquire any shares of Series C Preferred Stock, if (A) the Corporation is
  not solvent or would be rendered insolvent thereby or (B) at such time the
  terms and provisions of any law or agreement of the Corporation, including
  any agreement relating to its indebtedness, specifically prohibit such
  declaration, payment or setting apart for payment or such redemption,
  purchase or other acquisition, or provide that such declaration, payment or
  setting apart for payment or such redemption, purchase or other acquisition
  would constitute a violation or breach thereof or a default thereunder.

     (ii) So long as shares of Series C Preferred Stock are outstanding or
  dividends payable on shares of Series C Preferred Stock have not been paid
  in full in cash, the Corporation shall not declare or pay cash dividends
  on, or redeem, purchase or otherwise acquire for consideration, any shares
  of Common Stock or other shares of capital stock of the Corporation ranking
  junior to or on a parity basis with the Series C Preferred Stock, except
  with the prior written consent of holders of a majority of the outstanding
  shares of Series C Preferred Stock, except that the Corporation may
  acquire, in accordance with the terms of any agreement between the
  Corporation and its employees, shares of Common Stock from its employees at
  a price equal to such employee's purchase price therefor without such
  consent.

                                      C-14
<PAGE>


     (iii) The Corporation shall not permit any Subsidiary of the
  Corporation, or cause any other Person, to make any distribution with
  respect to, or purchase or otherwise acquire for consideration, any shares
  of Common Stock or other shares of capital stock of the Corporation ranking
  junior to or on a parity basis with the Series C Preferred Stock unless the
  Corporation could, pursuant to paragraph (i) above, make such distribution
  or purchase or otherwise acquire such shares at such time and in such
  manner.

   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) the
shares of Series D Preferred Stock shall be subject to redemption, pro rata
with the Series C Preferred Stock, in accordance with Section 4.5(e), and (iii)
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.

   (b) Ranking. The Series D Preferred Stock shall rank (i) junior to the
Series A Preferred Stock, the Series B Preferred Stock, the Series H Preferred
Stock and the Series I Preferred Stock with respect to the payment of dividends
and the distribution of assets on liquidation, dissolution or winding up, (ii)
senior to the Series C Preferred Stock with respect to the distribution of
assets on a Statutory Liquidation, (iii) on a parity with the Series C
Preferred Stock with respect to the distribution of assets on liquidation,
dissolution or winding up (other than on a Statutory Liquidation), (iv) on a
parity with the Series C Preferred Stock and the Common Stock with respect to
the payment of dividends, and (v) senior to the Common Stock and any series or
class of the Corporation's common or preferred stock, now or hereafter
authorized (other than Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock), with respect to the payment of dividends and distribution of assets on
liquidation, dissolution and winding up.

   4.7 Powers, Preferences and Rights of the Series E Preferred Stock. The
powers, preferences and rights of the Series E Preferred Stock, and the
qualifications, limitations and restrictions thereof, shall be identical to
those of the Series C Preferred Stock, except that (a) the Series E Preferred
Stock shall rank, with respect to the payment of dividends and the distribution
of assets on liquidation, dissolution or winding up, (i) junior to the Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, the Series H Preferred Stock and the Series I Preferred Stock
and (ii) senior to the Series F Preferred Stock and the Common Stock and any
series or class of the Corporation's common or preferred stock, now or
hereafter authorized (other than the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series H
Preferred Stock or Series I Preferred Stock), (b) the provisos to Section
4.5(e)(i) shall not apply to a redemption of the Series E Preferred Stock, and
(c) the words "Series E Preferred Stock" shall be substituted for all
references in Section 4.5 to Series C Preferred Stock.

   4.8 Powers, Preferences and Rights of the Series F Preferred Stock. The
powers, preferences and rights of the Series F Preferred Stock, and the
qualifications, limitations and restrictions thereof are as follows:

   (a) Ranking. The Series F Preferred Stock shall rank (i) junior to the
Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred
Stock, the Series D Preferred Stock, the Series E Preferred Stock, the Series H
Preferred Stock and the Series I Preferred Stock with respect to the payment of
dividends and the distribution of assets on liquidation, dissolution or winding
up, (ii) on a parity with the Series G Preferred Stock with respect to the
payment of dividends and the distribution of assets on liquidation, dissolution
or winding up, (iii) on a parity with the Common Stock with respect to the
distribution of assets on liquidation, dissolution or winding up (other than on
a Statutory Liquidation), (iv) senior to the Common Stock with respect to the
distribution of assets on a Statutory Liquidation, (v) on a parity with the
Common Stock with respect to the payment of dividends, and (vi) senior to any
series or class of the Corporation's common or preferred stock hereafter
authorized (other than Series A Preferred Stock, Series B Preferred Stock,
Series C

                                      C-15
<PAGE>


Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F
Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I
Preferred Stock or Common Stock), with respect to the payment of dividends and
the distribution of assets on liquidation, dissolution and winding up.

   (b) Dividends. Holders of Series F Preferred Stock shall be entitled to
dividends in cash or property when, as and if, declared by the Board of
Directors of the Corporation.

   (c) Liquidation Preference.

     (i) In the event of any liquidation, dissolution or winding up of the
  Corporation, the holders of Series F Preferred Stock shall be entitled to
  receive out of the assets of the Corporation, whether such assets are
  capital or surplus of any nature, after payment is made to holders of all
  series of preferred stock ranking senior to the Series F Preferred Stock
  with respect to rights on liquidation, dissolution or winding up, but
  before any payment shall be made or any assets distributed to the holders
  of Common Stock or any series of preferred stock ranking junior to the
  Series F Preferred Stock with respect to rights on liquidation, dissolution
  or winding up, an amount equal to the Liquidation Preference and no more.

     (ii) If upon any liquidation, dissolution or winding up of the
  Corporation the assets of the Corporation to be distributed are
  insufficient to permit the payment to all holders of Series F Preferred
  Stock and any other series of preferred stock ranking on a parity with
  Series F Preferred Stock with respect to rights on liquidation, dissolution
  or winding up, to receive their full preferential amounts, the entire
  assets of the Corporation shall be distributed among the holders of Series
  F Preferred Stock and all such other series ratably in accordance with
  their respective Liquidation Preference.

     (iii) After payment to the holders of Series F Preferred Stock of the
  amounts set forth in paragraph (i) above, the entire remaining assets and
  funds of the Corporation legally available for distribution, if any, shall
  be distributed among the holders of the Participating Stock in proportion
  to the shares of Participating Stock then held by them as of the date of
  the liquidation, dissolution or winding up of the Corporation.

     (iv) Neither the consolidation or merger of the Corporation with or into
  any other Person nor the sale or other distribution to another Person of
  all or substantially all the assets, property or business of the
  Corporation, shall be deemed to be a liquidation, dissolution or winding up
  of the Corporation for purposes of this Section 4.8(c).

   (d) Voting Rights.

     (i) In addition to the voting rights set forth in Section 4.12(c)(i) or
  otherwise provided by law, the holders of shares of Series F Preferred
  Stock shall have the voting rights provided in paragraph (ii) below.

     (ii) The affirmative vote of holders of not less than a majority of
  Series F Preferred Stock shall be required 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 stock ranking
  senior to or pari passu with the Series F Preferred Stock or any additional
  shares of Series F Preferred Stock, except upon conversion or exchange of
  outstanding securities pursuant to Section 4.14, (B) authorize, adopt or
  approve each amendment to this Amended and Restated Certificate of
  Incorporation that would increase or decrease the par value of the shares
  of Series F Preferred Stock, alter or change the powers, preferences or
  rights of the shares of Series F Preferred Stock or alter or change the
  powers, preferences or rights of any other capital stock of the Corporation
  if such alteration or change results in such capital stock ranking senior
  to or pari passu with the Series F Preferred Stock, (C) amend, alter or
  repeal any provision of this Amended and Restated Certificate of
  Incorporation so as to affect the shares of Series F 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 stock senior to or pari passu with
  the Series F Preferred Stock. For purposes hereof, Common Stock shall not
  be deemed to be pari passu with or on parity with the Series F Preferred
  Stock.

                                      C-16
<PAGE>


   (e) Conversion. The shares of Series F Preferred Stock shall be convertible
into shares of Common Stock as follows:

     (i) Optional Conversion. Each share of Series F Preferred Stock shall be
  convertible, at the option of the holder thereof, at any time and from time
  to time, into one fully paid and non-assessable share of Class A Common
  Stock; provided that, unless and until the Tracked Common Stock shall be
  convertible into Class A Common Stock in accordance with Section 4.12(e),
  each of the first 195,063 shares of Series F Preferred Stock converted
  pursuant to this paragraph shall be convertible into one fully paid and
  non-assessable share of Class D Common Stock.

     (ii) Mechanics of Optional Conversion. In order for a holder of Series F
  Preferred Stock to convert such shares into shares of Common Stock, such
  holder shall surrender the certificate(s) for such shares of Series F
  Preferred Stock at the office of the transfer agent for the Series F
  Preferred Stock (or if the Corporation serves as its own transfer agent, at
  the principal office of the Corporation), together with written notice that
  such holder elects to convert all or any number of the shares of the Series
  F Preferred Stock represented by such certificate(s). If required by the
  Corporation, certificates surrendered for conversion shall be endorsed or
  accompanied by a written instrument or instruments of transfer, in form
  satisfactory to the Corporation, duly executed by the registered holder or
  his or its attorney duly authorized in writing. The date of receipt of such
  certificates and notice by the transfer agent (or by the Corporation if the
  Corporation serves as its own transfer agent) shall be the conversion date
  (the "Optional Conversion Date"). The Corporation shall, within ten
  Business Days after the Optional Conversion Date, issue and deliver at such
  office to such holder of Series F Preferred Stock, or to his or its
  nominees, one or more certificates for the number of whole shares of Common
  Stock (and any shares of Series F Preferred Stock represented by the
  certificate delivered to the Corporation by the holder thereof that are not
  converted into Common Stock) issuable upon such conversion in accordance
  with the provisions hereof.

     (iii) Reservation of Shares. The Corporation shall at all times when the
  Series F Preferred Stock shall be outstanding, reserve and keep available
  out of its authorized but unissued stock, for the purpose of effecting the
  conversion of the Series F Preferred Stock, such number of its duly
  authorized shares of Common Stock as shall from time to time be sufficient
  to effect the conversion of all outstanding shares of Series F Preferred
  Stock. Before taking any action which would cause Common Stock upon the
  conversion of Series F Preferred Stock, to be issued below the then par
  value of the shares of Common Stock the Corporation will take any corporate
  action that may, in the opinion of its counsel, be necessary in order that
  the Corporation may validly and legally issue fully paid and non-assessable
  shares of Common Stock, as the case may be, to the holders of Series F
  Preferred Stock.

     (iv) Adjustments for Dividends. Upon any conversion of Series F
  Preferred Stock, no adjustment to the conversion ratio shall be made for
  declared and unpaid dividends on the Series F Preferred Stock surrendered
  for conversion or on the Common Stock delivered upon conversion.

     (v) Termination of Rights. All shares of Series F Preferred Stock which
  shall have been surrendered for conversion as herein provided shall no
  longer be deemed to be outstanding and all rights with respect to such
  shares, including the rights, if any, to receive notices and to vote, shall
  immediately cease and terminate on the Optional Conversion Date, except
  only the right of the holders thereof to receive shares of Common Stock in
  exchange therefor and payment of any declared and unpaid dividends thereon.
  On and as of the Optional Conversion Date, the shares of Common Stock
  issuable upon such conversion shall be deemed to be outstanding, and the
  holder thereof shall be entitled to exercise and enjoy all rights with
  respect to such shares of Common Stock including the rights, if any, to
  receive notices and to vote. Shares of Series F Preferred Stock converted
  into Common Stock will be restored to the status of authorized but unissued
  shares of Common Stock or preferred stock without designation as to class
  or series, and may thereafter be issued, whether or not designated as
  shares of Class A Common Stock or Series F Preferred Stock.

                                      C-17
<PAGE>


     (vi) No Conversion Charge or Tax. The issuance and delivery of
  certificates for shares of Common Stock upon the conversion of shares of
  Series F Preferred Stock shall be made without charge to the holder of
  shares of Series F Preferred Stock for any issue or transfer tax, or other
  incidental expense in respect of the issuance or delivery of such
  certificates or the securities represented thereby, all of which taxes and
  expenses shall be paid by the Corporation.

     (vii) Reorganization, Reclassification and Merger Adjustment. If there
  occurs any capital reorganization or any reclassification of the Common
  Stock of the Corporation, the consolidation or merger of the Corporation
  with or into another Person (other than a merger or consolidation of the
  Corporation in which the Corporation is the continuing corporation and
  which does not result in any reclassification or change of outstanding
  shares of its Common Stock) or the sale or conveyance of all or
  substantially all of the assets of the Corporation to another Person, then
  each share of Series F Preferred Stock shall thereafter be convertible into
  the same kind and amounts of securities (including shares of stock) or
  other assets, or both, which were issuable or distributable to the holders
  of outstanding Common Stock of the Corporation upon such reorganization,
  reclassification, consolidation, merger, sale or conveyance, in respect of
  that number of shares of Common Stock into which such share of Series F
  Preferred Stock might have been converted immediately prior to such
  reorganization, reclassification, consolidation, merger, sale or
  conveyance; and, in any such case, appropriate adjustments (as determined
  in good faith by the Board of Directors of the Corporation, whose
  determination shall be conclusive) shall be made to assure that the
  provisions set forth herein shall thereafter be applicable, as nearly as
  reasonably may be practicable, in relation to any securities or other
  assets thereafter deliverable upon the conversion of the Series F Preferred
  Stock.

     (viii) Effect of Dividends, Distributions, Subdivisions of
  Combinations. If the Corporation declares a dividend or other distribution
  payable in Common Stock or Securities convertible into or exchangeable for
  Common Stock or subdivides its outstanding shares of Common Stock into a
  larger number or combines its outstanding shares of Common Stock into a
  smaller number, then the number of shares of Common Stock issuable upon
  conversion of the Series F Preferred Stock shall be appropriately adjusted
  to give effect to such dividend, other distribution, subdivision or
  combination.

     (ix) Effect of Distributions In Kind. In case the corporation shall
  distribute to the holders of its capital stock any additional shares of its
  capital stock or other securities of other persons, evidences of
  indebtedness issued by the Corporation or other persons, assets (excluding
  cash dividends) or options, warrants or rights, then, in such case,
  immediately following the record date fixed for the determination of the
  holders of common Stock entitled to receive such distribution, the number
  of shares of Common Stock issuable upon conversion of the Series F
  Preferred Stock shall be appropriately adjusted to give effect to such
  distribution. Such adjustment shall be made on the date such distribution
  is made, and shall become effective at the opening of business on the
  business day following the record date for the determination of
  stockholders entitled to such distribution.

   (f) Certain Restrictions.

     (i) Notwithstanding the provisions of Sections 4.8(b), cash dividends on
  the Series F Preferred Stock may not be declared, paid or set apart for
  payment, nor may the Corporation redeem, purchase or otherwise acquire any
  shares of Series F Preferred Stock, if (A) the Corporation is not solvent
  or would be rendered insolvent thereby or (B) at such time the terms and
  provisions of any law or agreement of the Corporation, including any
  agreement relating to its indebtedness, specifically prohibit such
  declaration, payment or setting apart for payment or such redemption,
  purchase or other acquisition, or provide that such declaration, payment or
  setting apart for payment or such redemption, purchase or other acquisition
  would constitute a violation or breach thereof or a default thereunder.

     (ii) The Corporation shall not permit any Subsidiary of the Corporation,
  or cause any other Person, to make any distribution with respect to, or
  purchase or otherwise acquire for consideration, any shares of Common Stock
  or other shares of capital stock of the Corporation ranking junior to or on
  a parity basis with the Series F Preferred Stock unless the Corporation
  could, pursuant to paragraph (i) above, make such distribution or purchase
  or otherwise acquire such shares at such time and in such manner.

                                      C-18
<PAGE>


   (g) Redemption. The Series F Preferred Stock is not redeemable.

   (h) Sinking Fund. There shall be no sinking fund for the payment of
dividends or Liquidation Preferences on the Series F Preferred Stock.

   4.9 Powers, Preferences and Rights of the Series G Preferred Stock

   (a) The powers, preferences and rights of the Series G Preferred Stock, and
the qualifications, limitations, and restrictions thereof, shall be identical
to those of the Series F Preferred Stock, except that (i) unless and until the
Tracked Common Stock shall be convertible into Class A Common Stock or Class B
Common Stock in accordance with Section 4.12(e)(iii), instead of each share of
Class A Common Stock issuable upon conversion by a holder of Series G Preferred
Stock being convertible on a one-for-one basis, each holder shall receive their
pro rata share (based on the number of shares of Series G Preferred Stock
outstanding) of (i) 14,971,876 shares of Class A Common Stock and (ii)(A) 9,494
shares of Class F Common Stock, or (B) if the Tritel Tracking Stock is
convertible into Class A or Class B Common Stock in accordance with Section
4.12(e)(iii), an additional 9,494 shares of Class A Common Stock, and (ii) the
words "Series G Preferred Stock" and "Series F Preferred Stock" shall be
substituted for all references in Section 4.8 to Series F Preferred Stock and
Series G Preferred Stock, respectively.

   4.10 Powers, Preferences and Rights of the Series H Preferred Stock. The
Series H Preferred Stock shall rank on a parity with the Series A Preferred
Stock, the Series B Preferred Stock and Series I Preferred Stock, and the
powers, preferences and rights of the Series H Preferred Stock, and the
qualifications, limitations, and restrictions thereof, shall be identical to
those of the Series A Preferred Stock, except that (a) shares of Series H
Preferred Stock shall not have any right to vote on any matters to be voted on
by the stockholders of the Corporation except as provided in Sections 4.2(e)(i)
and 4.3(d)(i) and (ii), or as provided by law, and shall not be included in
determining the number of shares voting or entitled to vote on any such matters
(other than the matters described in Sections 4.2 (e)(i) and 4.3(d)(i) and (ii)
or otherwise required by law), (b) shares of Series H Preferred Stock shall not
be, pursuant to the terms of Section 4.3(i) or otherwise, convertible into
shares of Common Stock or any other security issued by the Corporation, (c) the
Corporation may redeem shares of Series H Preferred Stock in accordance with
the terms of Section 4.3(e) at any time without regard to whether the
redemption date is before, on or after the date referred to in Section
4.3(e)(i), (d) shares of Series H Preferred Stock may be issued by the
Corporation in accordance with the terms of Section 4.14, (e) holders of Series
H Preferred Stock shall not, pursuant to Section 4.3(d) or otherwise, have the
right to designate any directors of the Corporation (except to the extent
provided in Section 4.2(e)(i)), and (f) the words "Series H Preferred Stock"
and "Series A Preferred Stock" shall be substituted for all references in
Section 4.3 to Series A Preferred Stock and Series H Preferred Stock,
respectively.

   4.11 Powers, Preferences and Rights of the Series I Preferred Stock. The
Series I Preferred Stock shall rank on a parity with the Series A Preferred
Stock, the Series B Preferred Stock and Series H Preferred Stock, and the
powers, preferences and rights of the Series I Preferred Stock, and the
qualifications, limitations, and restrictions thereof, shall be identical to
those of the Series B Preferred Stock, except that (a) shares of Series I
Preferred Stock shall not have any right to vote on any matters to be voted on
by the stockholders of the Corporation (except as provided in Sections
4.2(e)(i) and 4.3(d)(i) and (ii)), or as provided by law, and shall not be
included in determining the number of shares voting or entitled to vote on any
such matters (other than the matters described in Sections 4.2(e)(i) and
4.3(d)(i) and (ii) or otherwise required by law), (b) shares of Series I
Preferred Stock shall not be, pursuant to the terms of Section 4.3(i) or
otherwise, convertible into shares of Common Stock or any other security issued
by the Corporation, (c) the Corporation may redeem shares of Series I Preferred
Stock in accordance with the terms of Section 4.3(e) at any time without regard
to whether the redemption date is before, on or after the date referred to in
Section 4.3(e)(i), (d) shares of Series I Preferred Stock may be issued by the
Corporation in accordance with the terms of Section 4.14, (e) holders of Series
I Preferred Stock shall not, pursuant to Section 4.3(d) or otherwise, have the
right to designate any directors of the Corporation (except to the extent
provided in Section 4.2(e)(i)), and (f) the words "Series I Preferred Stock"
and "Series B Preferred Stock" shall be substituted for all references in
Section 4.4 to Series B Preferred Stock and Series I Preferred Stock,
respectively.

                                      C-19
<PAGE>


   4.12 Common Stock.

   (a) General. Except as otherwise provided herein, all shares of Common Stock
issued and outstanding shall be identical, and shall entitle the holders
thereof to the same rights, powers and privileges of stockholders under
Delaware law. For purposes of this Section 4.12 (and the definitions relating
thereto), the Class A Common Stock and the Class B Common Stock are herein
collectively referred to as the "Non-Tracked Common Stock" and the Class C
Common Stock, the Class D Common Stock, the Class E Common Stock and the Class
F Common Stock are herein collectively referred to as the "Tracked Common
Stock".

   (b) Dividends. Subject to Section 4.13(a)(ii) and (b)(ii) and the express
terms of any outstanding series of Preferred Stock, dividends may be paid in
cash or otherwise with respect to each class of Common Stock out of the assets
of the Corporation, upon the terms, and subject to the limitations, provided in
this Section 4.12(b), as the Board of Directors may determine.

     (i) Dividends on the Non-Tracked Common Stock. Dividends on the Non-
  Tracked Common Stock may be declared and paid only out of the excess of (A)
  the funds of the Corporation legally available therefor over (B) the
  Tracked Business Available Dividend Amount (the "Non-Tracked Business
  Available Dividend Amount").

     (ii) Dividends on Class C and D Common Stock. Dividends on the Class C
  Common Stock and the Class D Common Stock (the "TeleCorp Tracking Stock")
  may be declared and paid only out of the lesser of (A) the funds of the
  Corporation legally available therefor and (B) the TeleCorp Tracked
  Business Available Dividend Amount. The Corporation shall not declare or
  pay cash dividends on, or redeem, purchase or otherwise acquire for
  consideration, any shares of TeleCorp Tracking Stock unless concurrently
  therewith the Corporation shall declare or pay cash dividends on, or
  redeem, purchase or otherwise acquire for consideration, as the case may
  be, on the same terms, all shares of TeleCorp Tracking Stock ratably in
  accordance with the number of shares of each class of TeleCorp Tracking
  Stock then outstanding.

     (iii) Dividends on the Class E and F Common Stock. Dividends on the
  Class E Common Stock and the Class F Common Stock (the "Tritel Tracking
  Stock") may be declared and paid only out of the lesser of (A) the funds of
  the Corporation legally available therefor and (B) the Tritel Tracked
  Business Available Dividend Amount. The Corporation shall not declare or
  pay cash dividends on, or redeem, purchase or otherwise acquire for
  consideration, any shares of Tritel Tracking Stock unless concurrently
  therewith the Corporation shall declare or pay cash dividends on, or
  redeem, purchase or otherwise acquire for consideration, as the case may
  be, on the same terms, all shares of the Tritel Tracking Stock ratably in
  accordance with the number of shares of each class of Tritel Tracking Stock
  then outstanding.

     (iv) Discrimination in Dividends Among the Tracked and Non-Tracked
  Common Stock. The Board of Directors may at any time, subject to the
  provisions of Sections 4.12(b)(i), (ii) and (iii) and Section 4.13, declare
  and pay dividends exclusively on the Non-Tracked Common Stock, exclusively
  on the TeleCorp Tracking Stock, exclusively on the Tritel Tracking Stock or
  on each of such category of Common Stock in equal or unequal amounts,
  notwithstanding the relative amounts of the Non-Tracked Business Available
  Dividend Amount, the TeleCorp Tracked Business Available Dividend Amount or
  the Tritel Tracked Business Available Dividend Amount.

   (c) Voting.

     (i) The holders of shares of Common Stock , Series F Preferred Stock and
  Series G Preferred 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, Series F Preferred Stock or Series G Preferred 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, Series F Preferred Stock or Series G
  Preferred then outstanding, the Common Stock (other than the

                                      C-20
<PAGE>


  Class B Common Stock and the Voting Preference Common Stock), the Series F
  Preferred Stock and the Series G Preferred Stock shall be entitled to the
  number of votes set forth below and the number of votes or fractional votes
  to which each share of a particular class of Common Stock (other than the
  Class B Common Stock and the Voting Preference Common Stock), Series F
  Preferred Stock and Series G Preferred Stock shall be entitled shall be the
  quotient determined by dividing the aggregate number of votes to which the
  Common Stock (other than the Class B Common Stock and Voting Preference
  Common Stock), the Series F Preferred Stock and the Series G Preferred
  Stock is entitled by the number of shares of all Common Stock (other than
  the Class B Common Stock and Voting Preference Common Stock), Series F
  Preferred Stock and Series G Preferred Stock then outstanding. For purposes
  of such vote, the shares of Series F Preferred Stock and Series G Preferred
  Stock shall be entitled to the number of votes that the holders thereof
  would receive upon conversion of such shares into Common Stock. Except as
  otherwise required by law or provided herein, the Common Stock (other than
  the Class B Common Stock and Voting Preference Common Stock), the Series F
  Preferred Stock and the Series G Preferred Stock shall have 4,690,000
  votes, the Voting Preference Common Stock shall have 5,010,000 votes and
  the Class B Common Stock shall have no votes.

     (ii) A quorum for the transaction of business shall be present when a
  majority of the shares of Voting Preference Common Stock outstanding as of
  the record date are present and when shares of all classes of Common Stock
  and Preferred Stock with at least 5,010,000 votes are present, except that
  with respect to actions requiring a majority vote of any of the Class A
  Common Stock, Class B Common Stock, Class C Common Stock, Class D Common
  Stock, Class E Common Stock, Class F Common Stock, Series A Preferred
  Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
  Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series
  G Preferred Stock, Series H Preferred Stock or Series I Preferred Stock,
  the presence of a majority of the outstanding shares of such class or
  series shall also be required for a quorum to be present. Except as
  otherwise required by law or provided herein, the majority vote of the
  Voting Preference Common Stock present at any meeting at which a quorum is
  present shall be sufficient to approve any action required to be approved
  by the holders of the Common Stock and Preferred Stock.

     (iii) In any matter requiring a separate class vote of holders 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 class shall be entitled to one
  vote per share.

     (iv) In the event that the Corporation shall have received an opinion of
  regulatory counsel of nationally recognized standing to the effect that the
  rules, regulations or policies of the Federal Communications Commission
  (the "FCC") permit the Class A Common Stock and the Voting Preference
  Common Stock (x) to be voted as a single class on all matters, (y) to be
  treated as a single class for purposes of all quorum requirements and (z)
  to have one vote per share, then, unless the Board of Directors of the
  Corporation shall have determined, within 30 days after the date of receipt
  of such opinion, that obtaining the FCC consent described below would be
  reasonably expected to have a significant detrimental effect on the
  Corporation, the Corporation shall, upon the affirmative vote of 66 2/3% or
  more of the Class A Common Stock, 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. From and after the date that
  such consent is obtained, the Class A Common Stock and the Voting
  Preference Common Stock shall be voted as a single class on all matters,
  shall be treated as a single class for purposes of all quorum requirements,
  and shall have one vote per share; provided, that the voting rights of the
  Class B Common Stock, Class C Common Stock, Class D Common Stock, Class E
  Common Stock, Class F Common Stock and the Preferred Stock shall remain
  unaffected.

     (v) 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 this Amended and Restated Certificate of Incorporation that
  adversely affects the powers, preferences or special rights of the holders
  of the Class B Common Stock.

                                      C-21
<PAGE>


     (vi) The holders of shares of Voting Preference Common Stock shall have
  the exclusive right, voting separately as a single class, to elect two
  directors to the Board of Directors of the Corporation. Each director so
  elected shall be entitled to 1/2 of a vote on all matters voted upon by the
  directors of the Corporation. The foregoing right to elect two directors
  may be exercised at any annual meeting of stockholders or a special meeting
  of stockholders or holders of Voting Preference Common Stock held for such
  purpose or any adjournment thereof, or by the written consent, delivered to
  the Secretary of the Corporation, of the holders of a majority of the
  issued and outstanding shares of Voting Preference Common Stock.
  Notwithstanding the foregoing, the holders of a majority of the shares of
  Voting Preference Common Stock shall have the right, exercisable at any
  time by written notice delivered to the Secretary of the Corporation, to
  surrender and cancel irrevocably all or a portion of such right to elect
  such directors. In the event any director so nominated by the holders of
  the Voting Preference Common Stock 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 remaining director shall be entitled to one vote and the
  voting rights of the holders of the shares of Voting Preference Common
  Stock set forth in this Section 4.12(e)(vi) shall terminate and be of no
  further force and effect. In the event the Corporation receives an opinion
  from regulatory counsel as described in subparagraph (c)(iv) of this
  Section, the voting rights of the holders of the shares of Voting
  Preference Common Stock set forth in this Section 4.12(e)(vi) shall
  terminate and be of no further force and effect.

   (d) Dissolution, Liquidation or Winding Up. Upon the dissolution,
liquidation or winding up of the Corporation, after any preferential amounts to
be distributed to the holders of the Preferred Stock and any other class or
series of stock having a preference over the Common Stock then outstanding have
been paid or declared and funds sufficient for the payment thereof in full set
apart for payment, (i) the holders of the TeleCorp Tracking Stock shall be
entitled to receive pro rata the TeleCorp Tracked Business Available
Liquidation Amount, (ii) the holders of the Tritel Tracking Stock shall be
entitled to receive pro rata the Tritel Tracked Business Available Liquidation
Amount and (iii) the holders of the Non-Tracked Common Stock shall be entitled
to receive pro rata the excess of (A) all the remaining assets of the
Corporation available for distribution to its stockholders over (B) the
TeleCorp Tracked Business Available Liquidation Amount plus the Tritel Tracked
Business Available Liquidation Amount.

   (e) Conversion.

     (i) Each share of Class B Common Stock may, at the option of the holder
  thereof, at any time, be converted into one fully paid and non-assessable
  share of Class A Common Stock.

     (ii) Each share of Class A Common Stock may, at the option of the holder
  thereof, at any time, be converted into one fully paid and non-assessable
  share of Class B Common Stock.

     (iii) In the event that the Corporation shall have received an opinion
  of regulatory counsel of nationally recognized standing to the effect that
  the rules, regulations or policies of the FCC permit the conversion of
  shares of Tracked Common Stock into Class A Common Stock or Class B Common
  Stock, then, unless the Board of Directors of the Corporation shall have
  determined, within 30 days after receipt of such opinion, that permitting
  such conversion would be reasonably expected to have a significant
  detrimental effect on the Corporation, each share of Class C Common Stock,
  Class D Common Stock, Class E Common Stock and Class F Common Stock shall,
  at the option of the holder thereof and upon the affirmative vote of 66
  2/3% or more of the Class A Common Stock, be converted into one fully paid
  and non-assessable share of Class A Common Stock or Class B Common Stock.

   4.13 Participating Stock.

   (a) Participating Stock

     (i) Changes in Capital Stock. The Corporation shall not effect any
  change in or reclassification of any class or series of the outstanding
  Participating Stock whether through stock dividends, stock splits,

                                      C-22
<PAGE>


  reverse stock splits, combinations or otherwise, without the payment to the
  Corporation of any consideration therefor in money, services or property,
  unless concurrently therewith the Corporation shall effect a corresponding
  change in each other class and series of the outstanding Participating
  Stock.

     (ii) Dividends and Distributions. The Corporation shall not declare or
  pay cash dividends on, or redeem, purchase or otherwise acquire for
  consideration, any shares of Participating Stock unless concurrently
  therewith the Corporation shall declare or pay cash dividends on, or
  redeem, purchase or otherwise acquire for consideration, as the case may
  be, on the same terms, all shares of Participating Stock ratably in
  accordance with the number of shares of each class and series of
  Participating Stock then outstanding.

     (iii) Notices. Any written notice or communication by the Corporation to
  holders of any class or series of Participating Stock shall be sent to all
  holders of Participating Stock.

   (b) Tritel Tracking Stock.

     (i) Changes in Capital Stock. The Corporation shall not effect any
  change in or reclassification of any class or series of the outstanding
  Tritel Tracking Stock, whether through stock dividends, stock splits,
  reverse stock splits, combinations or otherwise, without the payment to the
  Corporation of any consideration therefor in money, services or property,
  unless concurrently therewith the Corporation shall effect a corresponding
  change in each other class and series of the outstanding Tritel Tracking
  Stock.

     (ii) Dividends and Distributions. The Corporation shall not declare or
  pay cash dividends on, or redeem, purchase or otherwise acquire for
  consideration, any shares of Tritel Tracking Stock unless concurrently
  therewith the Corporation shall declare or pay cash dividends on, or
  redeem, purchase or otherwise acquire for consideration, as the case may
  be, on the same terms, all shares of Tritel Tracking Stock ratably in
  accordance with the number of shares of each class and series of Tritel
  Tracking Stock then outstanding.

     (iii) Notices. Any written notice or communication by the Corporation to
  holders of any class or series of Tritel Tracking Stock shall be sent to
  all holders of Tritel Tracking Stock.

   4.14 Exchange of Capital Stock. Notwithstanding any other provision of this
Amended and Restated Certificate of Incorporation to the contrary, in the event
that AT&T Wireless terminates its obligations under Section 8.6 of the
Stockholders Agreement pursuant to Section 8.8(c) thereof with respect to any
Overlap Territory (as defined therein) (any such termination being referred to
hereinafter as the "Exchange Event"), the following provisions shall apply:

   (a) Right to Exchange. The Corporation shall have the right, exercisable in
its sole discretion by written notice (the "Exchange Notice") given to the
Initial Holders and Section 4.14 Transferees within 60 days after the Exchange
Event, to:

     (i) require the Initial Holders and each Section 4.14 Transferee to
  exchange for an equivalent number of shares of Series H Preferred Stock
  either (A) all of the shares of Series A Preferred Stock then owned by the
  Initial Holders and each Section 4.14 Transferee or (B) a number of shares
  of Series A Preferred Stock then owned by each such holder equal to the
  product of (x) the number of shares of Series A Preferred Stock then owned
  by such holder multiplied by (y) a fraction, the numerator of which is
  equal to the number of POPs (as defined in the Stockholders Agreement) in
  the Overlap Territory and the denominator of which is equal to the total
  number of POPs in the Territory (as defined in the Stockholders Agreement);

     (ii) require the Initial Holders and each Section 4.14 Transferee to
  exchange, for a number of shares of Series H Preferred Stock determined in
  accordance with paragraph (b) below, either (A) all of the shares of
  capital stock of the Corporation received in exchange for TeleCorp Original
  Shares and that the Initial Holders or a Section 4.14 Transferee continues
  to own on the date of delivery of the Exchange Notice (any such shares
  being referred to hereinafter collectively as "TeleCorp Exchange Shares")
  or (B)

                                      C-23
<PAGE>


  a number of TeleCorp Exchange Shares equal to the product of (x) the number
  of TeleCorp Exchange Shares 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; provided, that (x) if the Corporation
  exercises its right under clause (i)(A) of this paragraph (a), it shall be
  required to exercise its right under clause (ii)(A) of this paragraph (a),
  and vice-versa; and if the Corporation exercises its right under clause
  (i)(B) of this paragraph (a), it shall be required to exercise its right
  under clause (ii)(B) of this paragraph (a), and vice-versa and (y) the
  provisions of this Section 4.14(a) shall not apply to any Section 4.14
  Transferee which is a Cash Equity Investor;

     (iii) require the Initial Holders and each Section 4.14 Transferee to
  exchange for an equivalent number of shares of Series I Preferred Stock
  either (A) all of the shares of Series B Preferred Stock then owned by the
  Initial Holders and each Section 4.14 Transferee or (B) a number of shares
  of Series B Preferred Stock then owned by each such holder equal to the
  product of (x) the number of shares of Series B Preferred Stock then owned
  by such holder multiplied by (y) a fraction, the numerator of which is
  equal to the number of POPs (as defined in the Stockholders Agreement) in
  the Overlap Territory and the denominator of which is equal to the total
  number of POPs in the Territory (as defined in the Stockholders Agreement);
  and

     (iv) require the Initial Holders and each Section 4.14 Transferee to
  exchange, for a number of shares of Series I Preferred Stock determined in
  accordance with paragraph (b) below, either (A) all of the shares of
  capital stock of the Corporation received in exchange for Tritel Original
  Shares and that the Initial Holders or a Section 4.14 Transferee continues
  to own on the date of delivery of the Exchange Notice (any such shares
  being referred to hereinafter collectively as "Tritel Exchange Shares") or
  (B) a number of Tritel Exchange Shares equal to the product of (x) the
  number of Tritel Exchange Shares 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; provided, that (x) if the Corporation
  exercises its right under clause (iii)(A) of this paragraph (a), it shall
  be required to exercise its right under clause (iv)(A) of this paragraph
  (a), and vice-versa; and if the Corporation exercises its right under
  clause (iii)(B) of this paragraph (a), it shall be required to exercise its
  right under clause (iv)(B) of this paragraph (a), and vice-versa and (y)
  the provisions of this Section 4.14(a) shall not apply to any Section 4.14
  Transferee which is a Cash Equity Investor.

  (TeleCorp Exchange Shares and Tritel Exchange Shares subject to exchange
  pursuant to this Section 4.14 are hereinafter referred to collectively as
  "Exchange Shares.")

   (b) Number of Shares of Series H and I Preferred Stock Issuable in
Exchange. The number of shares of Series H Preferred Stock issuable in exchange
for TeleCorp Exchange Shares pursuant to clause (ii) of paragraph (a) above
shall be equal to the quotient of the aggregate purchase price paid by the
Initial Holders for the TeleCorp Exchange Shares being exchanged, divided by
$1,000. The number of shares of Series I Preferred Stock issuable in exchange
for Tritel Exchange Shares pursuant to clause (iv) of paragraph (a) above shall
be equal to the quotient of the aggregate purchase price paid by the Initial
Holders for the Tritel Exchange Shares being exchanged, divided by $1,000.

   (c) Fractional Shares. Notwithstanding any other provision of this Amended
and Restated Certificate of Incorporation, the Corporation shall not be
required to issue fractions of shares upon exchange of any Exchange Shares or
to distribute certificates which evidence fractional shares. In lieu of
fractional shares, the Corporation may pay therefor, at the time of any
exchange of Exchange Shares as herein provided, an amount in cash equal to such
fraction multiplied by the Market Price of a share of Common Stock on such
date.

   (d) Mechanics of Exchange. The Exchange Notice shall specify the date fixed
for the exchange (the "Exchange Date"), which shall be at least ten but no more
than 60 days following delivery of the Exchange Notice, and the place
designated for exchange of the Exchange Shares pursuant to this Section 4.14.
Such notice will be sent by first class or registered mail, postage prepaid, to
the Initial Holders and each Section 4.14

                                      C-24
<PAGE>


Transferee at such holder's address last shown on the records of the transfer
agent for the Exchange Shares (or the records of the Corporation if it serves
as its own transfer agent). On or before the Exchange Date, the Initial Holders
and each Section 4.14 Transferee shall surrender its certificate or
certificates for all such shares to the Corporation at the place designated in
such notice. If required by the Corporation, certificates surrendered for
exchange shall be endorsed or accompanied by a written instrument or
instruments of transfer, in form satisfactory to the Corporation, duly executed
by the Initial Holders and each Section 4.14 Transferee or its attorney duly
authorized in writing.

   (e) Termination of Rights. On and after the Exchange Date (whether or not
the applicable certificates have theretofore been surrendered), all rights with
respect to the Exchange Shares, including the rights, if any, to receive
notices and to vote, will terminate, except only the rights of the Initial
Holders and Section 4.14 Transferees to receive certificates for the number of
shares of Series H Preferred Stock or Series I Preferred Stock, as applicable,
into which such Exchange Shares have been exchanged, upon surrender of its
certificate or certificates therefor, and payment of any declared but unpaid
dividends thereon (which shall accrue and be payable at the times and on the
other terms applicable to such dividends when declared) and payment of any
deferred dividends in respect of Series A Preferred Stock and Series B
Preferred Stock which shall be payable as set forth in Section 4.3(b)(iii).
Within ten Business Days after the Exchange Date, the Corporation shall issue
and deliver to the Initial Holders and each Section 4.14 Transferee, or on its
written order to its nominees, a certificate or certificates for the number of
whole shares of Series H Preferred Stock or Series I Preferred Stock, as
applicable, issuable upon such exchange in accordance with the provisions
hereof, together with cash in lieu of fractional shares calculated in
accordance with paragraph (c) of this Section 4.14.

   (f) Reservation of Shares. The Corporation shall at all times reserve and
keep available for issuance upon the exchange of Exchange Shares the maximum
number of its authorized but unissued shares of Series H Preferred Stock and
Series I Preferred Stock as is reasonably anticipated to be sufficient to
permit the exchange of all outstanding Exchange Shares, and shall take all
action required to increase the authorized number of shares of Series H
Preferred Stock and Series I Preferred Stock if at any time there shall be
insufficient authorized but unissued shares of Series H Preferred Stock or
Series I Preferred Stock to permit such reservation or to permit the exchange
of all outstanding Exchange Shares.

   (g) Adjustments for Dividends. Upon any exchange of Exchange Shares, no
adjustment to the rate of conversion shall be made for accrued and unpaid
dividends (whether or not declared) on the Exchange Shares, as the case may be,
surrendered for exchange or on the Series H Preferred Stock or Series I
Preferred Stock delivered upon exchange.

   (h) No Exchange Charge or Tax. The issuance and delivery of certificates for
shares of Series H Preferred Stock or Series I Preferred Stock upon the
exchange of Exchange Shares shall be made without charge to the Initial Holder
for any issue or transfer tax, or other incidental expense in respect of the
issuance or delivery of such certificates or the securities represented
thereby, all of which taxes and expenses shall be paid by the Corporation.

   4.15 Redemption of Capital Stock; FCC Approval.

   (a) Redemption. Notwithstanding any other provision of this Amended and
Restated Certificate of Incorporation to the contrary, outstanding shares of
capital stock of the Corporation held by Disqualified Holders shall always be
subject to redemption by the Corporation, by action of the Board of Directors,
if, in the judgment of the Board of Directors, such action should be taken,
pursuant to Section 151(b) of the GCL or any other applicable provision of law,
to the extent necessary to prevent the loss or secure the reinstatement of any
license or franchise from any governmental agency held by the Corporation or
any of its subsidiaries to conduct any portion of the business of the
Corporation or any of its subsidiaries, which license or franchise is
conditioned upon some or all of the holders of the Corporation's stock
possessing prescribed qualifications. The terms and conditions of such
redemption shall be as follows:


                                      C-25
<PAGE>


     (i) the redemption price of the shares to be redeemed pursuant to this
  Section 4.15 shall be equal to the lesser of (x) the Market Price or (y) if
  such stock was purchased by such Disqualified Holder within one year of the
  Section 4.15 Redemption Date, such Disqualified Holder's purchase price for
  such shares;

     (ii) the redemption price of such shares may be paid in cash, Redemption
  Securities or any combination thereof;

     (iii) if less than all the shares held by Disqualified Holders are to be
  redeemed, the shares to be redeemed shall be selected in such manner as
  shall be determined by the Board of Directors, which may include selection
  first of the most recently purchased shares thereof, selection by lot or
  selection in any other manner determined by the Board of Directors;

     (iv) at least 30 days' written notice of the Section 4.15 Redemption
  Date shall be given to the record holders of the shares selected to be
  redeemed (unless waived in writing by any such holder); provided, however,
  that only 10 days' written notice of the Redemption Date shall be given to
  record holders if the cash or Redemption Securities necessary to effect the
  redemption shall have been deposited in trust for the benefit of such
  record holders and subject to immediate withdrawal by them upon surrender
  of the stock certificates for their shares to be redeemed; provided,
  further, that the record holders of the shares selected to be redeemed may
  transfer such shares prior to the Section 4.15 Redemption Date to any
  holder that is not a Disqualified Holder and, thereafter, for so long as
  such shares are not held by a Disqualified Holder, such shares shall not be
  subject to redemption by the Corporation;

     (v) from and after the Section 4.15 Redemption Date, any and all rights
  of whatever nature (including without limitation any rights to vote or
  participate in dividends declared on stock of the same class or series as
  such shares) with respect to the shares selected from redemption held by
  Disqualified Holders on the Section 4.15 Redemption Date shall cease and
  terminate and such Disqualified Holders thenceforth shall be entitled only
  to receive the cash or Redemption Securities payable upon redemption; and

     (vi) such other terms and conditions as the Board of Directors shall
  determine.

   (b) FCC Approval. Notwithstanding anything herein to the contrary, if
Federal Communications Commission or other regulatory approval is required to
be obtained prior to the conversion of shares of any series or class of
Preferred Stock or Common Stock, the holder thereof may nevertheless elect to
convert any or all of its shares by written notice given to the Corporation in
accordance with the applicable provision hereof, provided, that such conversion
shall not become effective until the close of business on the date of the
receipt of the last of any such approvals and of the surrender of the
certificates representing the shares of the applicable Preferred Stock or
Common Stock to be converted, and the rights of the holder thereof shall
continue in full force and effect pending the receipt of all such approvals,
except that, in the case of the Series A Preferred Stock and the Series B
Preferred Stock, no dividends shall be payable in respect of the period
following the Series A Conversion Date or Series B Conversion Date,
respectively, unless the required approvals are not obtained and the conversion
has not been effected within one year of the Series A Conversion Date or the
Series B Conversion Date, as applicable, and the applicable conversion notice
is withdrawn, in which event the obligation to pay dividends from and after the
Series A Conversion Date or Series B Conversion Date shall be payable in
accordance with the terms of Section 4.3(b).

   4.16 Definitions. For the purposes of this Amended and Restated Certificate
of Incorporation, the following terms shall have the meanings indicated:

   "Affiliate" means, with respect to any Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with that Person. For purposes of this
definition, "control" (including the terms "controlling" and "controlled")
means the power to direct or cause the direction of the management and policies
of a Person, directly or indirectly, whether through the ownership of
securities or partnership or other ownership interests, by contract or
otherwise.

                                      C-26
<PAGE>


   "Appraisal Procedure" means the following procedure for determining the
Market Price, for the purpose of calculating the Series A Conversion Rate or
Series B Conversion Rate, in the event that the shares of Class A Common Stock
are not listed or admitted for trading on any national securities exchange and
are not quoted on NASDAQ or any similar service:

     (i) Two independent accounting or investment banking firms of nationally
  recognized standing (each, an "Appraiser"), one chosen by the Corporation
  and one chosen by the holders of a majority of the outstanding shares of
  Series A Preferred Stock and the Series B Preferred Stock, as the case may
  be, shall each determine and attempt to mutually agree upon, the Market
  Price. Each party shall deliver a notice to the other appointing its
  Appraiser within 15 days after the applicable notice and surrender pursuant
  to Section 4.3(e)(iv). If either the Corporation or such holders fail to
  appoint an appraiser within such 15-day period, the Market Price shall be
  determined by the Appraiser that has been so appointed.

     (ii) If within 30 days after appointment of the two Appraisers they are
  unable to agree upon the Market Price, an independent accounting or
  investment banking firm of nationally recognized standing shall within ten
  days thereafter be chosen to serve as a third Appraiser by the mutual
  consent of such first two Appraisers. The determination of the Market Price
  by the third Appraiser so appointed and chosen shall be made within 30 days
  after the selection of such third Appraiser.

     (iii) If three Appraisers shall be appointed and the determination of
  one Appraiser is disparate from the middle determination by more than twice
  the amount by which the other determination is disparate from the middle
  determination, then the determination of such Appraiser shall be excluded,
  the remaining two determinations shall be averaged, and such average shall
  be binding and conclusive on the Corporation and the holders of the Series
  A Preferred Stock and the Series B Preferred Stock; as the case may be,
  otherwise the average of all three determinations shall be binding and
  conclusive on the Corporation and the holders of the Series A Preferred
  Stock and the Series B Preferred Stock, as the case may be.

     (iv) In connection with any appraisal conducted pursuant to this
  Appraisal Procedure, the Appraiser shall adhere to the guidelines provided
  in the definition of "Market Price" set forth below, including the proviso
  thereto.

     (v) The fees and expenses of each Appraiser shall be borne by the
  Corporation.

   "AT&T Wireless" shall mean AT&T Wireless PCS, LLC, a Delaware limited
liability company.

   "Board of Directors" has the meaning specified in Section 4.2(a).

   "Business Day" shall mean any day other than a Saturday, Sunday or other day
on which commercial banks in the City of New York are authorized or required by
law or executive order to close.

   "Class A Common Stock" has the meaning specified in Section 4.1.

   "Class B Common Stock" has the meaning specified in Section 4.1.

   "Class C Common Stock" has the meaning specified in Section 4.1.

   "Class D Common Stock" has the meaning specified in Section 4.1.

   "Class E Common Stock" has the meaning specified in Section 4.1.

   "Class F Common Stock" has the meaning specified in Section 4.1.

   "Closing Price" shall mean, with respect to each share of any class or
series of capital stock for any day, (i) the last reported sale price regular
way or, in case no such sale takes place on such day, the average of the
closing bid and asked prices regular way, in either case as reported on the
principal national securities exchange

                                      C-27
<PAGE>


on which such class or series of capital stock is listed or admitted for
trading or (ii) if such class or series of capital stock is not listed or
admitted for trading on any national securities exchange, the last reported
sale price or, in case no such sale takes place on such day, the average of the
highest reported bid and the lowest reported asked quotation for such class or
series of capital stock, in either case as reported on NASDAQ or a similar
service if NASDAQ is no longer reporting such information.

   "Common Stock" has the meaning specified in Section 4.1.

   "Disqualified Holder" shall mean any holder of shares of capital stock of
the Corporation whose holding of such stock, either individually or when taken
together with the holding of shares of capital stock of the Corporation by any
other holders, may result, in the judgment of the Board of Directors, in the
loss of, or the failure to secure the reinstatement of, any license or
franchise from any governmental agency held by the Corporation or any of its
subsidiaries or affiliates to conduct any portion of the business of the
Corporation or any of its subsidiaries or affiliates.

   "Dividend Payment Date" shall mean the last day of each March, June,
September and December, except that if any Dividend Payment Date is not a
Business Day, then the next succeeding Business Day shall be the Dividend
Payment Date.

   "Fully Diluted Basis" shall mean, with respect to the outstanding shares of
Common Stock, the number of shares of Common Stock outstanding assuming the
conversion of all outstanding convertible securities (other than the Series A
Preferred Stock and Series B Preferred Stock) and the exercise of all
outstanding warrants, options or other rights to subscribe for or purchase any
shares of Common Stock.

   "Initial Holder" means AT&T Wireless PCS, LLC, a Delaware limited liability
company and/or any of their respective Affiliates that is a Subsidiary of AT&T
Corp.

   "Invested Amount" means, as of any date with respect to each share of Series
C Preferred Stock held by any stockholder, an amount equal to the quotient of
(i) the aggregate paid-in capital actually paid with respect to all shares of
Series C Preferred Stock held by such stockholder as of such date, or any
Predecessor Stock exchanged therefor, divided by (ii) the total number of
shares of Series C Preferred Stock held by such stockholder.

   "Junior Stock" shall mean, with respect to shares of Series A Preferred
Stock, Series B Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock, any capital stock of the Corporation, including without limitation the
Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock,
Series F Preferred Stock, Series G Preferred Stock and the Common Stock,
ranking junior to the Series A Preferred Stock, Series B Preferred Stock,
Series H Preferred Stock or Series I Preferred Stock, as the case may be, with
respect to dividends, distribution in liquidation or any other preference,
right or power.

   "Liquidation Preference" shall mean, as of any date, and subject to
adjustment for subdivisions or combinations affecting the number of shares of
the applicable series of Preferred Stock:

     (i) with respect to each share of Series A Preferred Stock and Series B
  Preferred Stock, $1,000 plus accrued and unpaid dividends thereon, and,
  with respect to shares of Series A Preferred Stock and Series B Preferred
  Stock received in exchange for any Predecessor Stock, $1,000 plus accrued
  and unpaid dividends from the date when such Predecessor Stock was issued.

     (ii) with respect to each share of Series C Preferred Stock, the
  Invested Amount plus accrued and unpaid dividends on such share (if any),
  plus an amount equal to interest on the Invested Amount at the rate of six
  percent (6%) per annum, compounded quarterly, less the amount of dividends
  (if any) theretofore declared and paid in respect of such share;

     (iii) with respect to each share of Series D Preferred Stock, $1,000
  plus accrued and unpaid dividends thereon (if any), plus an amount equal to
  interest on $1,000 at the rate of six percent (6%) per

                                      C-28
<PAGE>


  annum, compounded quarterly, from the date of issuance of such share and,
  with respect to shares of Series D Preferred Stock received in exchange for
  any Predecessor Stock, the date when such Predecessor Stock was issued, to
  and including the date of the calculation, less the amount of dividends (if
  any) theretofore declared and paid in respect of such share;

     (iv) with respect to each share of Series E Preferred Stock, accrued and
  unpaid dividends thereon (if any), plus an amount equal to interest on
  $1,000 at the rate of six percent (6%) per annum, compounded quarterly,
  from the date of issuance of such share and, with respect to shares of
  Series E Preferred Stock received in exchange for any Predecessor Stock,
  the date when such Predecessor Stock was issued, to and including the date
  of the calculation, less the amount of dividends (if any) theretofore
  declared and paid in respect of such share;

     (v) with respect to each share of Series F Preferred Stock, $.000032
  plus accrued and unpaid dividends thereon;

     (vi) with respect to each share of Series G Preferred Stock, $1,000 plus
  declared but unpaid dividends thereon (if any), plus an amount equal to
  interest on $1,000 at the rate of six and one-half percent (6.5%) per
  annum, compounded quarterly, from the date of issuance of such share, with
  respect to shares of Series G Preferred Stock received in exchange for any
  Predecessor Stock, the date when such Predecessor Stock was issued, to and
  including the date of calculation; and

     (vii) with respect to each share of Series H Preferred Stock, $1,000
  plus accrued and unpaid dividends thereon.

     (viii) with respect to each share of Series I Preferred Stock, $1,000
  plus accrued and unpaid dividends thereon.

   "Market Price" shall mean, with respect to each share of any class or
series of capital stock for any day, (i) the average of the daily Closing
Prices for the ten consecutive trading days commencing 15 days before the day
in question or (ii) if on such date the shares of such class or series of
capital stock are not listed or admitted for trading on any national
securities exchange and are not quoted on NASDAQ or any similar service, the
cash amount that a willing buyer would pay a willing seller (neither acting
under compulsion) in an arm's-length transaction without time constraints per
share of such class or series of capital stock as of such date, viewing the
Corporation on a going concern basis, as determined (A) in the case of a
determination of "Market Price" for the purpose of calculating the Series A
Conversion Rate or Series B Conversion Rate, as the case may be, pursuant to
the Appraisal Procedure and (B) in the case of a determination of Market Price
for any other purpose, in good faith by the Board of Directors, whose
determination shall be conclusive; provided that, in determining such cash
amount, the following shall be ignored: (i) any contract or legal limitation
in respect of shares of Common Stock or Preferred Stock, including transfer,
voting and other rights, (ii) the "minority interest" or "control" status of
shares of Common Stock into which shares of Series A Preferred Stock or Series
B Preferred Stock, as the case may be, would be converted, and (iii) any
illiquidity arising by contract in respect of the shares of Common Stock and
any voting rights or control rights amongst the stockholders.

   "NASDAQ" shall mean the National Association of Securities Dealers
Automated Quotations System.

   "Non-Tracked Common Stock" has the meaning specified in Section 4.12(a).

   "Non-Tracked Business Available Dividend Amount" has the meaning specified
in Section 4.12(b)(i).

   "Optional Conversion Date" has the meaning specified in 4.8(e)(ii).

   "Parity Stock" shall mean, with respect to shares of Series A Preferred
Stock, Series B Preferred Stock, Series H Preferred Stock or Series I
Preferred Stock, any capital stock of the Corporation ranking on a parity with
the Series A Preferred Stock, Series B Preferred Stock, Series H Preferred
Stock, or Series I Preferred Stock, as the case may be, with respect to
dividends, distribution in liquidation or any other preference, right or
power.

                                     C-29
<PAGE>


   "Participating Stock" shall mean, collectively, the Series F Preferred
Stock, the Series G Preferred Stock and the Non-Tracked Common Stock.

   "Person" shall mean any individual, firm, corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
governmental agency or political subdivision thereof or other entity of any
kind, and shall include any successor (by merger or otherwise) of such entity.

   "Preferred Stock" has the meaning specified in Section 4.1.

   "Predecessor Stock" shall mean any share of Class A Voting Common Stock,
Class B Non-Voting Common Stock, Class C Common Stock, Class D Common Stock,
Voting Preference Common Stock, Series A Convertible Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock, or Series F Preferred Stock of TeleCorp PCS, Inc. or any share
of Class A Voting Common Stock, Class B Non-Voting Common Stock, Class C Common
Stock, Class D Common Stock, Voting Preference Stock, Series A Convertible
Preferred Stock, Series B Preferred Stock, Series C Convertible Preferred Stock
and Series D Preferred Stock of Tritel, Inc.

   "Qualified Transfer" shall mean a sale, transfer or other disposition of
shares of Series A Preferred Stock or Series B Preferred Stock to any
prospective transferee specified in a Qualified Transfer Notice, other than a
prospective transferee as to which the Corporation disapproves in accordance
with the terms of the second sentence of Section 4.3(j), provided such sale,
transfer or other disposition is made pursuant to a binding agreement entered
into no later than 180 days after the applicable Qualified Transfer Notice is
given.

   "Qualified Transferee" shall mean, with respect to any shares of Series A
Preferred Stock or Series B Preferred Stock, (i) any Cash Equity Investor that
acquired such shares pursuant to Section 4.2 of the Stockholders Agreement or
(ii) any other holder that acquired such shares in a Qualified Transfer from an
Initial Holders or Qualified Transferee.

   "Qualified Transfer Notice" has the meaning specified in Section 4.3(i)(x).

   "Redemption Securities" shall mean any debt or equity securities of the
Corporation, any of its subsidiaries or affiliates or any other corporation, or
any combination thereof, having such terms and conditions as shall be approved
by the Board of Directors and which, together with any cash to be paid as part
of the redemption price payable pursuant to Section 4.15, in the opinion of any
nationally recognized investment banking firm selected by the Board of
Directors (which may be a firm which provides investment banking, brokerage or
other services to the Corporation), has a value, at the time notice of
redemption is given pursuant to Section 4.15(d) at least equal to the price
required to be paid pursuant to Section 4.15(a) (assuming, in the case of
Redemption Securities to be publicly traded, that such Redemption Securities
were fully distributed and subject only to normal trading activity).

   "Section 4.15 Transferee" shall mean any transferee of shares of (i) Series
A Convertible Preferred Stock, Series D Preferred Stock and Series F Preferred
Stock of TeleCorp PCS, Inc. issued to the Initial Holder on July 17, 1998 or
any capital stock of Holding Company exchanged therefor (or any shares of
Common Stock into which any such shares are converted) or (ii) Series A
Convertible Preferred Stock or Series D Convertible Preferred Stock of Tritel,
Inc. issued to an Initial Holder on January 7, 1999 or any capital stock of
Holding Company exchanged therefor (or any shares of Common Stock into which
any such shares are converted) that are acquired in a private transaction.

   "Section 4.15 Redemption Date" shall mean the date fixed by the Board of
Directors for the redemption of any shares of stock of the Corporation pursuant
to Section 4.15.


                                      C-30
<PAGE>


   "Senior Stock" shall mean, with respect to shares of Series A Preferred
Stock, Series B Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock, as the case may be, any capital stock of the Corporation ranking senior
to the Series A Preferred Stock, Series B Preferred Stock, Series H Preferred
Stock or Series I Preferred Stock, as the case may be, with respect to
dividends, distribution in liquidation or any other preference, right or power.

   "Series A Conversion Date" has the meaning specified in Section 4.3(i)(iv).

   "Series A Conversion Rate" shall mean, as of any date of determination, a
fraction in which the numerator is the Liquidation Preference of one share of
Series A Preferred Stock as of such date, and the denominator is the Market
Price of Class A Common Stock as of such date.

   "Series A Preferred Stock" has the meaning specified in Section 4.1.

   "Series A Redemption Price" has the meaning specified in Section 4.3(e)(i).

   "Series B Conversion Rate" shall mean, as of any date of determination, a
fraction in which the numerator is the Liquidation Preference of one share of
Series B Preferred Stock as of such date, and the denominator is the Market
Price of Class A Common Stock as of such date.

   "Series B Redemption Price" the Liquidation Preference of the Series B
Preferred Stock as of any applicable redemption date.

   "Series B Preferred Stock" has the meaning specified in Section 4.1.

   "Series C Preferred Stock" has the meaning specified in Section 4.1.

   "Series C Redemption Price" has the meaning specified in 4.5(e)(i).

   "Series D Preferred Stock" has the meaning specified in Section 4.1.

   "Series D Redemption Price" has the meaning specified in Section 4.5(e)(i).

   "Series E Preferred Stock" has the meaning specified in Section 4.1.

   "Series F Preferred Stock" has the meaning specified in Section 4.1.

   "Series G Preferred Stock" has the meaning specified in Section 4.1.

   "Series H Preferred Stock" has the meaning specified in Section 4.1.

   "Series I Preferred Stock" has the meaning specified in Section 4.1.

   "Statutory Liquidation" means the liquidation of the Corporation pursuant to
Section 275 of the GCL, as amended.

                                      C-31
<PAGE>


   "Stockholders Agreement" means the Stockholders Agreement by and among the
Corporation, and the other stockholders of the Corporation named therein,
dated as of                   , 2000, as the same may be amended, modified or
supplemented in accordance with the terms thereof, a copy of which is
available for inspection by any stockholder at the principal executive offices
of the Corporation.

   "Subsidiary" shall mean, with respect to any Person, a corporation or other
entity of which 50% or more of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by such
Person.

   "TeleCorp Common Stock" shall mean the Class A Voting Common Stock, $.01
par value per share, the Class B Non-Voting Common Stock, $.01 par value per
share, the Class C Common Stock, $.01 par value per share, and the Class D
Common Stock, $.01 par value per share, and the Voting Preference Common
Stock, $.01 par value per share, of TeleCorp PCS, Inc.

   "TeleCorp Exchange Shares" shall have the meaning set forth in Section
4.14(a)(ii).

   "Tritel Exchange Shares" shall have the meaning set forth in Section
4.14(a)(iv).

   "TeleCorp Holding" shall mean TeleCorp Holding Corp., Inc., a Delaware
corporation, or any successor thereto.

   "TeleCorp Original Shares" shall mean (i) the TeleCorp Common Stock held by
the Initial Holders and TWR Cellular, Inc. on July 17, 1998, (ii) the Series D
Preferred Stock, $.01 par value per share, of TeleCorp PCS, Inc. held by the
Initial Holders and TWR Cellular Inc. on July 17, 1998, or any TeleCorp Common
Stock into which such shares were converted and (iii) the Series F Preferred
Stock, $.01 par value per share, of TeleCorp PCS, Inc. held by the Initial
Holders and TWR Cellular Inc. on July 17, 1998, or any TeleCorp Common Stock
into which such shares were converted.

   "TeleCorp Tracking Stock" shall have the meaning set forth in Section
4.12(b)(ii).

   "TeleCorp Tracked Business Available Dividend Amount" shall mean, on any
date, the excess (if any) of (i) the fair market value of the total assets of
TeleCorp Holding (including, without limitation, investments held by TeleCorp
Holding), less the total amount of the liabilities of TeleCorp Holding, in
each case as of such date determined in accordance with generally accepted
accounting principles, over (ii) the aggregate par value of, or any greater
amount determined in accordance with GCL to be capital in respect of, all
outstanding shares of the TeleCorp Tracking Stock.

   "TeleCorp Tracked Business Available Liquidation Amount" shall mean, on any
date, the fair market value of the total assets of TeleCorp Holding
(including, without limitation, investments held by TeleCorp Holding, less the
total amount of the liabilities of TeleCorp Holding, in each case as of such
date determined in accordance with generally accepted accounting principles.

   "Tracked Business Available Dividend Amount" shall mean the aggregate of
the TeleCorp Tracked Business Available Dividend Amount plus the Tritel
Tracked Business Available Dividend Amount.

   "Tracked Common Stock" has the meaning specified in Section 4.12(a).

   "Tritel Common Stock" shall mean the Class A Voting Common Stock, $.01 par
value per share, the Class B Non-Voting Common Stock, $.01 par value per
share, the Class C Common Stock, $.01 par value per share, and the Class D
Common Stock, $.01 par value per share, and the Voting Preference Common
Stock, $.01 par value per share, of Tritel PCS, Inc.

   "Tritel Holding" shall mean Tritel C/F Holding Corp., a Delaware
corporation, or any successor thereto.


                                     C-32
<PAGE>


   "Tritel Original Shares" shall mean the Series D Preferred Stock, $.01 par
value, of Tritel PCS, Inc. owned by the Initial Holders and TWR Cellular Inc.
on January 7, 1999, or any shares of Tritel Series C Preferred Stock or Tritel
Common Stock into which such shares or any shares of Tritel Series A Preferred
Stock or Tritel Series C Preferred Stock were converted.

   "Tritel Series A Preferred Stock" shall mean the Series A Convertible
Preferred Stock, $.01 par value, of Tritel PCS, Inc.

   "Tritel Series C Preferred Stock" shall mean the Series C Convertible
Preferred Stock, $.01 par value, of Tritel PCS, Inc.

   "Tritel Tracking Stock" shall have the meaning set forth in Section
4.12(b)(iii).

   "Tritel Tracked Business Available Dividend Amount" shall mean, on any date,
the excess (if any) of (i) the fair market value of the total assets of Tritel
Holding (including, without limitation, investments held by Tritel Holding),
less the total amount of the liabilities of Tritel Holding, in each case as of
such date determined in accordance with generally accepted accounting
principles, over (ii) the aggregate par value of, or any greater amount
determined in accordance with GCL to be capital in respect of, all outstanding
shares of the Tritel Tracking Stock.

   "Tritel Tracked Business Available Liquidation Amount" shall mean, on any
date, the fair market value of the total assets of Tritel Holding (including,
without limitation, investments held by Tritel Holding, less the total amount
of the liabilities of Tritel Holding, in each case as of such date determined
in accordance with generally accepted accounting principles.

                                 ARTICLE V

   Election of Directors need not be by written ballot.

                                ARTICLE VI

   6.1 Amendment of Amended and Restated Certificate of Incorporation. Subject
to the separate class vote requirements relating to any class or series of
Preferred Stock, the holders of shares of capital stock representing at least
two-thirds (2/3) of the votes entitled to be cast for the election of directors
of the Corporation, voting together as a single class, in person or by proxy,
at a special or annual meeting of stockholders called for the purpose, or by
written consent, may amend, alter or repeal this Amended and Restated
Certificate of Incorporation.

   6.2 Amendment of the Bylaws. Except as otherwise provided by law or by this
Amended and Restated Certificate of Incorporation, the Bylaws of the
Corporation, as from time to time altered or amended, may be made, altered or
amended by the holders of shares of capital stock representing at least two-
thirds ( 2/3) of the votes entitled to be cast for the election of directors of
the Corporation, voting together as a single class, in person or by proxy at
any annual or special meeting of the stockholders called for such purpose, of
which the notice shall specify the subject matter of the proposed alteration or
amendment or new bylaw or the article or articles to be affected thereby, or by
written consent of such holders having such requisite number of votes. The
Bylaws may also be made, altered or amended by a majority of the whole number
of directors then in office. Notwithstanding anything to the contrary contained
in this Section 6.2, the rights of any Stockholder (as such term is defined in
the Stockholders Agreement) or group of Stockholders under Section 2.11(b) of
the Bylaws shall not be amended, altered or repealed without the prior written
approval of any such Stockholder or group of Stockholders, as the case may be.

                                      C-33
<PAGE>


                                ARTICLE VII

   7.1 Indemnification. 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 (a "Proceeding"), whether civil, criminal, administrative, or
investigative (whether or not by or in the right of the Corporation), by reason
of the fact that such person, or a person of whom such person is the legal
representative, is or was a director, officer, incorporator, employee, or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, incorporator, employee, partner, trustee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise (an "Other Entity"), shall be entitled to be indemnified by
the Corporation to the full extent then permitted by law against expenses
(including counsel fees and disbursements), judgments, fines (including excise
taxes assessed on a person with respect to an employee benefit plan), and
amounts paid in settlement incurred by him in connection with such Proceeding.
Persons who are not Directors or officers of the Corporation may be similarly
indemnified in respect of service to the Corporation or to an Other Entity at
the request of the Corporation to the extent the Board of Directors at any time
specifies that such persons are entitled to the benefits of this Article VII.

   7.2 Advancement of Expenses. The Corporation shall, from time to time,
reimburse or advance to any Director or officer or other person entitled to
indemnification hereunder the funds necessary for payment of expenses,
including attorneys' fees and disbursements, incurred in connection with any
Proceeding, in advance of the final disposition of such Proceeding; provided,
however, that, if (and only if) required by the GCL, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition of a Proceeding only upon receipt by the Corporation
of an undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

   7.3 Rights Not Exclusive. The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Article VII
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Amended and Restated Certificate
of Incorporation, the Bylaws, any agreement, any vote of stockholders or
disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

   7.4 Continuing Rights. The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Article VII
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder), shall inure to the benefit of the
executors, administrators, legatees and distributees of such person, and in
either case, shall inure whether or not the claim asserted is based on matters
which antedate the adoption of this Article VII.

   7.5 Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether
or not the Corporation would have the power to indemnify such person against
such liability under the provisions of this Article VII, the Bylaws or under
Section 145 of the GCL or any other provision of law.

   7.6 Contract Rights; No Repeal. The provisions of this Article VII shall be
a contract between the Corporation, on the one hand, and each Director and
officer who serves in such capacity at any time while this Article VII is in
effect and any other person indemnified hereunder, on the other hand, pursuant
to which the Corporation and each such Director, officer, or other person
intend to be legally bound. No repeal or modification of this Article VII shall
affect any rights or obligations with respect to any state of facts then or,
heretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.

                                      C-34
<PAGE>


   7.7 Enforceability; Burden of Proof. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article VII shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any court of
competent jurisdiction. The burden of proving that such indemnification or
reimbursement or advancement of expenses is not appropriate shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel and its stockholders) to have made a
determination prior to the commencement of such action that such
indemnification or reimbursement or advancement of expenses is proper in the
circumstances nor an actual determination by the Corporation (including its
Board of Directors, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such Proceeding.

   7.8 Service at the Request of the Corporation. Any Director or officer of
the Corporation serving in any capacity in (a) another corporation of which a
majority of the shares entitled to vote in the election of its directors is
held, directly or indirectly, by the Corporation or (b) any employee benefit
plan of the Corporation or any corporation referred to in clause (a) shall be
deemed to be doing so at the request of the Corporation.

   7.9 Right to Be Covered by Applicable Law. Any person entitled to be
indemnified or to reimbursement or advancement of expenses as a matter of right
pursuant to this Article VII may elect to have the right to indemnification or
reimbursement or advancement of expenses interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the applicable Proceeding, to the extent permitted by law, or on
the basis of the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought. Such election shall be
made, by a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of expenses is sought; provided, however, that if
no such notice is given, the right to indemnification or reimbursement or
advancement of expenses shall be determined by the law in effect at the time
indemnification or reimbursement or advancement of expenses is sought.

   7.10 Section 203 Election. The Corporation elects not to have Section 203 of
the GCL govern the issuance of capital stock of the Corporation to (a) AT&T
Wireless or its Affiliates, (b) Gerald T. Vento or (c) Thomas H. Sullivan.

                               ARTICLE VIII

   No Director of the Corporation shall be liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
Director, provided that this provision does not eliminate the liability of the
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 GCL or (iv) for any transaction from which the
Director derived an improper personal benefit. For purposes of the prior
sentence, the term "damages" shall, to the extent permitted by law, include
without limitation, any judgment, fine, amount paid in settlement, penalty,
punitive damages, excise or other tax assessed with respect to an employee
benefit plan, or expense of any nature (including, without limitation, counsel
fees and disbursements). Each person who serves as a Director of the
Corporation while this Article VIII is in effect shall be deemed to be doing so
in reliance on the provisions of this Article VIII, and neither the amendment
or repeal of this Article VIII, nor the adoption of any provision of this
Amended and Restated Certificate of Incorporation inconsistent with this
Article VIII, shall apply to or have any effect on the liability or alleged
liability of any Director of the Corporation for, arising out of, based upon,
or in connection with any acts or omissions of such Director occurring prior to
such amendment, repeal, or adoption of an inconsistent provision. The
provisions of this Article VIII are cumulative and shall be in addition to and
independent of any and all other limitations on or eliminations of the
liabilities of Directors of the Corporation, as such, whether such limitations
or eliminations arise under or are created by any law, rule, regulation, bylaw,
agreement, vote of stockholders or disinterested Directors, or otherwise.

                                      C-35
<PAGE>


                                ARTICLE IX

   9.1 Number, Terms and Election of Directors.

   (a) Subject to the rights, if any, of the holders of any class or series of
Preferred Stock to elect additional directors under specified circumstances,
the number of directors of the Corporation shall be fixed and may be increased
or decreased from time to time by the Board of Directors, but in no case shall
the number be less than one nor more than fifteen.

   (b) The directors, other than the directors designated by the holders of the
Voting Preference Common Stock pursuant to Section 3.1(e) of the Stockholders'
Agreement (the "Voting Preference Directors"), shall be divided into three
classes, as nearly equal in number as possible, by the affirmative vote (which
vote may be taken prior to such closing) of a majority of the directors then
holding office. One class of directors shall be appointed to the Board of
Directors for a term expiring at the first annual meeting of stockholders to be
held after the filing of this Amended and Restated Certificate of
Incorporation, another class of directors shall be appointed to the Board of
Directors for a term expiring at the second annual meeting of stockholders to
be held after the filing of this Amended and Restated Certificate of
Incorporation, and another class of directors shall be appointed to the Board
of Directors for a term expiring the third annual meeting of stockholders to be
held after the filing of this Amended and Restated Certificate of
Incorporation, with members of each class to hold office until their successors
are elected and qualified. At each succeeding annual meeting of the
stockholders of the Corporation, the successors of the class of directors whose
term expires at that meeting shall be elected by plurality vote of all votes
cast at such meeting to hold office for a term expiring at the annual meeting
of stockholders held in the third year following their year of election. The
Voting Preference Directors shall be elected to the Board of Directors for a
one year term expiring at each annual meeting.

   9.2 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, newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled solely by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the board of directors, or by a sole
remaining director. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of an incumbent director.

   9.3 Removal. 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 with or without cause in the following manner. At any
annual meeting 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 with or without cause.

   9.4 Additional Rights of Certain Stockholders Regarding
Directors. Notwithstanding anything to the contrary contained in this Article
IX, 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 Amended and Restated Certificate of Incorporation (including,
without limitation, the right of the Initial Holders to nominate a director
pursuant to Section 4.3(d)(iii) and Section 4.4 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 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

                                      C-36
<PAGE>


the Board of Directors with or without cause or ceases to be a director by
reason of death, disability or for any other reason) shall be filled in
accordance with the terms of the Stockholders' Agreement or this Amended and
Restated Certificate of Incorporation, as the case may be.

   IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed
this Amended and Restated Certificate of Incorporation this       day of
         , 2000.

                                          _________________________________

                                          Name:

                                          Title:


                                      C-37
<PAGE>


                                                                    Annex D

                                Lehman Brothers

                                                               February 27, 2000

Board of Directors
TeleCorp PCS, Inc.
1010 N. Glebe Road, Suite 800
Arlington, VA 22201

Members of the Board:

   We understand that TeleCorp PCS, Inc., a Delaware corporation ("TeleCorp" or
the "Company"), Tritel PCS, Inc., a Delaware corporation ("Tritel"), and AT&T
Corp., a Delaware corporation ("AT&T"), are proposing to enter into an
agreement pursuant to which each of TeleCorp and Tritel will merge with and
into subsidiaries of a newly formed holding company ("Holdco"), and upon the
effectiveness of such merger, (a) each outstanding share of Class A Common
Stock of TeleCorp will be converted into the right to receive one share of
Class A common stock of Holdco (the "Class A Exchange Ratio"), (b) each
outstanding share of Class C common stock of TeleCorp will be converted into
the right to receive one share of Class C common stock of Holdco (the "Class C
Exchange Ratio"), (c) each outstanding share of Class D common stock of
TeleCorp will be converted into the right to receive one share of Class D
common stock of Holdco (the "Class D Exchange Ratio" and, together with the
Class A Exchange Ratio and the Class C Exchange Ratio, the "Exchange Ratios"),
(d) each outstanding share of voting preference common stock of TeleCorp will
be converted into the right to receive one share of voting preference common
stock of Holdco, (e) each outstanding share of Class A common stock and each
share of Class B common stock of Tritel will be converted into the right to
receive 0.76 shares of Class A common stock of Holdco, (f) each outstanding
share of Class C common stock of Tritel will be converted into the right to
receive one share of Class E common stock of Holdco, (g) each outstanding share
of Class D common stock of Tritel will be converted into the right to receive
one share of Class F common stock of Holdco, (h) three shares of voting
preference common stock of Tritel will each be converted into the right to
receive three shares of voting preference common stock of Holdco, and (i) three
shares of voting preference common stock of Tritel will each be converted into
the right to receive $10 million in cash and the right to certain additional
payments under certain circumstances (the "Proposed Merger"), and pursuant to
which (v) the Company will issue to AT&T $410 million of Class A common stock
of TeleCorp (or Holdco), (w) the Company will assume certain obligations
pursuant to certain purchase agreements, including the payment of $80 million
in cash for the acquisition of Indus, Inc. ("Indus"), a Wisconsin corporation
(the "Pending Acquisition Agreements"), relating to the pending acquisitions of
Indus, Polycell Communications, Inc., a Delaware corporation, and ABC Wireless,
L.L.C., a Delaware limited liability company (the "Targets"), (x) AT&T will pay
to TeleCorp $100 million cash, (y) AT&T will enter into a brand extension and
other operating agreements with TeleCorp, and (z) AT&T will assign to TeleCorp
all of its rights under the Pending Acquisition Agreements (the
"Contribution"). We further understand that the Proposed Transaction may
constitute a Transaction with an Affiliate under Section 4.07 of the Indenture
(the "Indenture") governing TeleCorp's outstanding 11 5/8% Senior Subordinated
Notes due 2009 (the "Bonds") and that Section 4.07 of the Indenture requires an
opinion of a nationally recognized investment banking firm with respect
thereto. The terms and conditions of the Proposed Merger and the Contribution
are set forth in more detail in the Agreement and Plan of Reorganization and
Contribution dated the date hereof by and among TeleCorp, Tritel and AT&T
(collectively, the "Agreements").

   We have been requested by the Board of Directors of the Company to render
our opinion with respect to the fairness, from a financial point of view, (i)
to the holders of Class A common stock of the Company of the Class A Exchange
Ratio to be offered to such holders in the Proposed Merger, (ii) to the holders
of Class C common stock of the Company of the Class C Exchange Ratio to be
offered to such holders in the Proposed Merger, (iii) to the holders of Class D
common stock of the Company of the Class D Exchange Ratio to be

                                      D-1
<PAGE>

offered to such holders in the Proposed Merger and (iv) to the holders of the
Bonds of the Exchange Ratios to be offered to the holders of the Company's
Class A common stock, Class C common stock and Class D common stock in the
Proposed Merger. We have not been requested to opine as to, and our opinion
does not in any manner address, the fairness of the Contribution to the Company
or any of its stockholders in this opinion. We also have not been requested to
opine as to, and our opinion does not in any manner address, the Company's
underlying business decision to proceed with or effect the Proposed Merger or
the Contribution.

   In arriving at our opinion, we reviewed and analyzed: (1) the Agreement and
the specific terms of the Proposed Merger, (2) publicly available information
concerning the Company that we believe to be relevant to our analysis,
including the Registration Statement on Form S-1 declared effective on November
22, 1999 and the Quarterly Report on Form 10-Q for the quarter ended September
30, 1999, (3) publicly available information concerning Tritel that we believe
to be relevant to our analysis, including the Registration Statement on Form S-
1 declared effective on December 13, 1999, (4) financial and operating
information with respect to the business, operations and prospects of the
Company furnished to us by the Company, (5) financial and operating information
with respect to the business, operations and prospects of Tritel furnished to
us by Tritel, (6) a trading history of the Company's common stock from November
22, 1999 to the present and a comparison of that trading history with those of
other companies that we deemed relevant, (7) a trading history of Tritel's
common stock from December 13, 1999 to the present and a comparison of that
trading history with those of other companies that we deemed relevant, (8) a
comparison of the historical financial results and present financial condition
of the Company with those of other companies that we deemed relevant, (9) a
comparison of the historical financial results and present financial condition
of the Tritel with those of other companies that we deemed relevant, and (10) a
comparison of the financial terms of the Proposed Transaction with the
financial terms of certain other transactions that we deemed relevant, (11)
published estimates of third party research analysts with respect to the future
financial performance of Tritel, and (12) the relative contributions of
TeleCorp and Tritel, on a pro forma basis, to the future financial performance
of Holdco following consummation of the Proposed Merger. In addition, we have
had discussions with the managements of the Company and Tritel concerning their
respective businesses, operations, assets, financial conditions and prospects
and have undertaken such other studies, analyses and investigations as we
deemed appropriate.

   In arriving at our opinion, we have assumed and relied upon the accuracy and
completeness of the financial and other information used by us without assuming
any responsibility for independent verification of such information and have
further relied upon the assurances of managements of the Company and Tritel
that they are not aware of any facts or circumstances that would make such
information inaccurate or misleading. With respect to the financial projections
of the Company, upon advice of the Company we have assumed that such
projections have been reasonably prepared on a basis reflecting the best
currently available estimates and judgments of the management of the Company as
to the future financial performance of the Company and that the Company will
perform substantially in accordance with such projections. We have not been
provided with, and did not have access to, financial projections of Tritel
prepared by the management of Tritel. Accordingly, upon advice of Tritel, we
have assumed that the published estimates of third party research analysts are
a reasonable basis upon which to evaluate the future financial performance of
Tritel and that Tritel will perform substantially in accordance with such
estimates. In arriving at our opinion, we have not conducted a physical
inspection of the properties and facilities of the Company or Tritel and have
not made or obtained any evaluations or appraisals of the assets or liabilities
of the Company or Tritel. Upon advice of the Company and its legal and
accounting advisors, we have assumed that the merger will qualify as a tax-free
transaction within the meaning of Section 351 of the Internal Revenue Code of
1986, as amended, and a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended, and therefore as a tax-free
transaction to the stockholders of the Company. Our opinion necessarily is
based upon market, economic and other conditions as they exist on, and can be
evaluated as of, the date of this letter.

   In addition, we express no opinion as to the prices at which shares of
common stock of Holdco or the Bonds actually will trade following consummation
of the Proposed Merger and this opinion should not be

                                      D-2
<PAGE>

viewed as providing any assurance that the market value of the shares of Holdco
to be held by the stockholders of the Company after the Proposed Merger will be
in excess of the market value of the shares of the Company's Class A common
stock owned by such stockholders at any time prior to announcement or
consummation of the Proposed Merger or that the market value of the Bonds prior
to the announcement or consummation of the Proposed Merger.

   Based upon and subject to the foregoing, we are of the opinion as of the
date hereof that, from a financial point of view, (i) the Class A Exchange
Ratio to be offered to the holders of Class A common stock of the Company in
the Proposed Transaction is fair to such holders, (ii) the Class C Exchange
Ratio to be offered to the holders of Class C common stock of the Company in
the Proposed Transaction is fair to such holders, (iii) the Class D Exchange
Ratio to be offered to the holders of Class D common stock of the Company in
the Proposed Transaction is fair to such holders, and (iv) the Exchange Ratios
to be offered to the holders of the Company's Class A common stock, Class C
common stock and Class D common stock in the Proposed Transaction is fair to
the holders of the Bonds.

   We have acted as financial advisor to the Company in connection with the
Proposed Transaction and will receive a fee for our services, a substantial
portion of which is contingent upon the consummation of the Proposed Merger. In
addition, the Company has agreed to indemnify us for certain liabilities that
may arise out of the rendering of this opinion. We also have performed various
investment banking services for the Company in the past and have received
customary fees for such services. In the ordinary course of our business, we
actively trade in the debt and equity securities of the Company and Tritel for
our own account and for the accounts of our customers and, accordingly, may at
any time hold a long or short position in such securities.

   This opinion is for the use and benefit of the Board of Directors of the
Company and is rendered to the Board of Directors in connection with its
consideration of the Proposed Transaction. This opinion is not intended to be
and does not constitute a recommendation to any stockholder of the Company as
to how such stockholder should vote with respect to the Proposed Transaction.

                                          Very truly yours,

                                          LEHMAN BROTHERS

                                      D-3
<PAGE>


                                                                    Annex E

                                                               February 27, 2000

Board of Directors
Tritel, Inc.
111 East Capitol Street
Jackson, MS 39201

Members of the Board of Directors:

   Tritel, Inc., a Delaware corporation ("Tritel"), TeleCorp PCS, Inc., a
Delaware corporation ("TeleCorp"), and AT&T Corp., a New York corporation
("AT&T"), propose to enter into an Agreement and Plan of Reorganization and
Contribution (the "Agreement") pursuant to which a new holding company (the
"Holding Company") will become the parent and sole shareholder of both Tritel
and TeleCorp and, as part of the transaction, AT&T will contribute certain
assets and rights to the Holding Company in exchange for shares of the Holding
Company (the "Contribution"). Pursuant to a merger to be effected pursuant to
the Agreement (the "Merger"), each outstanding share of the Class A Common
Stock, par value $ .01 per share, of Tritel (the "Class A Shares"), will be
converted into the right to receive 0.76 shares (the "Exchange Ratio") of the
Class A Common Stock, par value $ .01 per share, of the Holding Company (the
"Holding Company Shares"), to be issued in the Merger. The Merger, the
Contribution and the other transactions contemplated by the Agreement are
referred to herein as the "Transactions." You have asked us whether, in our
opinion, the Exchange Ratio is fair from a financial point of view to the
holders of the Class A Shares, other than AT&T Wireless PCS, LLC and its
affiliates.

   In arriving at the opinion set forth below, we have, among other things:

     1. Reviewed certain publicly available business and financial
  information relating to Tritel and TeleCorp that we deemed to be relevant;

     2. Reviewed certain information, including financial forecasts, relating
  to the business, earnings, cash flow, assets, liabilities and prospects of
  Tritel and TeleCorp, furnished to us by Tritel and TeleCorp;

     3. Conducted discussions with members of senior management and
  representatives of Tritel and TeleCorp concerning the matters described in
  clauses 1 and 2 above, as well as their respective businesses and prospects
  before and after giving effect to the Transactions;

     4. Reviewed the market prices and valuation multiples for the Class A
  Shares and compared them with those of certain publicly traded companies
  that we deemed to be relevant;

     5. Reviewed the results of operations of Tritel and TeleCorp and
  compared them with those of certain publicly traded companies that we
  deemed to be relevant;

     6. Compared the proposed financial terms of the Transactions with the
  financial terms of certain other transactions that we deemed to be
  relevant;

     7. Participated in certain discussions and negotiations among
  representatives of Tritel and TeleCorp and their financial and legal
  advisors;

     8. Reviewed the potential pro forma impact of the Transactions;

     9. Reviewed a draft, dated February 25, 2000, of the Agreement; and

     10. Reviewed such other financial studies and analyses and took into
  account such other matters as we deemed necessary, including our assessment
  of general economic, market and monetary conditions.

                                      E-1
<PAGE>

   In preparing our opinion, we have assumed and relied on the accuracy and
completeness of all information supplied or otherwise made available to us,
discussed with or reviewed by or for us, or publicly available, and we have not
assumed any responsibility for independently verifying such information or
undertaken an independent evaluation or appraisal of any of the assets or
liabilities of Tritel or TeleCorp or been furnished with any such evaluation or
appraisal. In addition, we have not assumed any obligation to conduct any
physical inspection of the properties or facilities of Tritel or TeleCorp. With
respect to the financial forecast information furnished to or discussed with us
by Tritel or TeleCorp, we have assumed that they have been reasonably prepared
and reflect the best currently available estimates and judgment of Tritel's or
TeleCorp's management as to the expected future financial performance of Tritel
or TeleCorp, as the case may be. We have further assumed that the Merger will
qualify as a tax-free reorganization for U.S. federal income tax purposes. We
have also assumed that the final form of the Agreement will be substantially
similar to the last draft reviewed by us.

   Our opinion is necessarily based upon market, economic and other conditions
as they exist and can be evaluated on, and on the information made available to
us as of, the date hereof. We have assumed that in the course of obtaining the
necessary regulatory or other consents or approvals (contractual or otherwise)
for the Transactions, no restrictions, including any divestiture requirements
or amendments or modifications, will be imposed that will have a material
adverse effect on the contemplated benefits of the Transactions.

   In connection with the preparation of this opinion, we have not been
authorized by Tritel or the Board of Directors of Tritel to solicit, nor have
we solicited, third-party indications of interest for the acquisition of all or
any part of Tritel.

   We are acting as financial advisor to Tritel in connection with the
Transactions and will receive a fee from Tritel for our services, a significant
portion of which is contingent upon the consummation of the Transactions. In
addition, Tritel has agreed to indemnify us for certain liabilities arising out
of our engagement. We participated in the underwriting syndicate of the initial
public offering of Tritel in December 1999 and the initial public offering of
TeleCorp in November 1999. In addition, we are currently providing financial
advisory services to AT&T in connection with a proposed tracking stock issue
for its wireless unit and have, in the past, provided other financial advisory
and financing services to AT&T and may continue to do so and have received, and
may receive, fees for the rendering of such services. In addition, in the
ordinary course of our business, we may actively trade securities of Tritel,
TeleCorp and AT&T for our own account and for the accounts of customers and,
accordingly, may at any time hold a long or short position in such security.

   This opinion is for the use and benefit of the Board of Directors of Tritel.
Our opinion does not address the merits of the underlying decision by Tritel to
engage in the Transactions and does not constitute a recommendation to any
shareholder as to how such shareholder should vote on the proposed Merger or
any other matter related to the Transactions.

   We are not expressing any opinion herein as to the prices at which any
securities of Tritel, TeleCorp or the Holding Company will trade following the
announcement or consummation of the Transactions.

   On the basis of and subject to the foregoing, we are of the opinion that, as
of the date hereof, the Exchange Ratio is fair from a financial point of view
to the holders of the Class A Shares other than AT&T Wireless PCS, LLC and its
affiliates.

                                          Very truly yours,

                                          MERRILL LYNCH, PIERCE, FENNER &
                                           SMITH
                                                       INCORPORATED

                                      E-2
<PAGE>


                                                                    Annex F

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                            TELECORP PCS, INC.,

                             formerly known as

                      TeleCorp-Tritel Holding Company

   TeleCorp PCS, Inc., formerly known as TeleCorp-Tritel Holding Company, a
corporation organized and existing under the laws of the State of Delaware,
hereby certifies as follows:

   FIRST: The name of the corporation is TeleCorp PCS, Inc. (the
"Corporation"). The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware (the "Secretary
of State") on       (the "Certificate of Incorporation").

   SECOND: This Amended and Restated Certificate of Incorporation (the "Amended
and Restated Certificate of Incorporation") has been duly adopted in accordance
with the provisions of Sections 242 and 245 of the General Corporation Law of
the State of Delaware ("GCL") and written consent has been given by the
stockholders of the Corporation in accordance with Section 228 of the GCL.

   THIRD: The Certificate of Incorporation is hereby amended and restated in
its entirety as follows:

                                   ARTICLE I

   The name of the Corporation shall be TeleCorp PCS, Inc.

                                   ARTICLE II

   The address of the Corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

                                  ARTICLE III

   The purpose of the Corporation is to engage in, carry on and conduct any
lawful act or activity for which corporations may be organized under the GCL.

                                   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      , consisting of (a)
20,000,000 shares of preferred stock, par value $.01 per share (the "Preferred
Stock"), consisting of 100,000 shares designated "Series A Convertible
Preferred Stock" (the "Series A Preferred Stock"), 200,000 shares designated
"Series B Convertible Preferred Stock" (the "Series B Preferred Stock"),
215,000 shares designated "Series C Preferred Stock" (the "Series C Preferred
Stock"), 50,000 shares designated "Series D Preferred Stock" (the "Series D
Preferred Stock"), 30,000 shares designated "Series E Preferred Stock" (the
"Series E Preferred Stock"'), 15,450,000 shares designated "Series F Preferred
Stock" (the "Series F Preferred Stock"), 100,000 shares designated as "Series G
Preferred Stock" (the "Series G Preferred Stock"), 200,000 shares designated as
Series H Preferred Stock" (the "Series H Preferred Stock"), 300,000 shares
designated as Series I Preferred Stock (the "Series I

                                      f-1
<PAGE>

Preferred Stock") and 3,355,000 undesignated shares available for designation
and issuance pursuant to Section 4.2, and (b)     shares of common stock, par
value $0.01 per share (the "Common Stock""), consisting of 1,108,550,000 shares
designated "Class A Voting Common Stock" (the "Class A Common Stock"),
808,550,000 shares designated "Class B Non-Voting Common Stock" (the "Class B
Common Stock"), 309,000 shares designated "Class C Common Stock" (the "Class C
Common Stock"), 927,000 shares designated "Class D Common Stock" (the "Class D
Common Stock"), 4,000,000 shares designated "Class E Common Stock" (the "Class
E Common Stock"), 12,000,000 shares designated "Class F Common Stock" (the
"Class F Common Stock") and 3,093 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 4.16.)

   4.2 Additional Series of Preferred Stock and Voting Rights of Preferred
Stock.

   (a) Subject to approval by holders of shares of any class or series of
Preferred Stock to the extent such approval is required by its terms, the Board
of Directors of the Corporation (the "Board of Directors") is hereby expressly
authorized, by resolution or resolutions, to provide, out of the unissued
shares of Preferred Stock, for series of Preferred Stock in addition to the
Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred
Stock, the Series D Preferred Stock, the Series E Preferred Stock, the Series F
Preferred Stock, the Series G Preferred Stock, the Series H Preferred Stock and
the Series I Preferred Stock. Before any shares of any such series are issued,
the Board of Directors shall fix, and hereby is expressly empowered to fix, by
resolutions, the following provisions of the shares thereof:

     (i) the designation of such series, the number of shares to constitute
  such series and the stated value thereof if different from the par value
  thereof;

     (ii) whether the shares of such series shall have voting rights, in
  addition to any voting rights provided by law, and, if so, the terms of
  such voting rights, which may be general or limited;

     (iii) the dividends, if any, payable on such series, whether any such
  dividends shall be cumulative, and, if so, from what dates, the conditions
  and dates upon which such dividends shall be payable, the preference or
  relation which such dividends shall bear to the dividends payable on any
  shares of stock of any other class or any other series of this class;

     (iv) whether the shares of such series shall be subject to redemption by
  the Corporation, and, if so, the times, prices and other conditions of such
  redemption;

     (v) the amount or amounts payable upon shares of such series upon, and
  the rights of the holders of such series in, the voluntary or involuntary
  liquidation, dissolution or winding up, or upon any distribution of the
  assets, of the Corporation;

     (vi) whether the shares of such series shall be subject to the operation
  of a retirement or sinking fund and, if so, the extent to and manner in
  which any such retirement or sinking fund shall be applied to the purchase
  or redemption of the shares of such series for retirement or other
  corporate purposes and the terms and provisions relative to the operation
  thereof;

     (vii) whether the shares of such series shall be convertible into, or
  exchangeable for, shares of stock of any other class or any other series of
  this class or any other securities and, if so, the price or prices or the
  rate or rates of conversion or exchange and the method, if any, of
  adjusting the same, and any other terms and conditions of conversion or
  exchange;

     (viii) the limitations and restrictions, if any, to be effective while
  any shares of such series are outstanding upon the payment of dividends or
  the making of other distributions on, and upon the purchase, redemption
  other acquisition by the Corporation of, the Common Stock or shares of
  stock of any other class or any other series of this class;

                                      f-2
<PAGE>

     (ix) the conditions or restrictions, if any, upon the creation of
  indebtedness of the Corporation or upon the issue of any additional stock,
  including additional shares of such series or of any other series of this
  class or of any other class; and

     (x) any other powers, preferences and relative, participating, optional
  and other special rights, and any qualifications, limitations and
  restrictions thereof.

   (b) The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
Preferred Stock shall be identical in all respects with all other shares of
such series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall be cumulative.

   (c) Shares of Preferred Stock of any series that have been redeemed (whether
through the operation of a sinking fund or otherwise) or that, if convertible
or exchangeable, have been converted into or exchanged for any other security
shall have the status of authorized and unissued shares of Preferred Stock of
the same series and may be reissued as a part of the series of which they were
originally a part or may be reclassified and reissued as part of a new series
of shares of Preferred Stock to be created by resolution or resolutions of the
Board of Directors or as part of any other series of shares of Preferred Stock,
all subject to the conditions or restrictions on issuance set forth in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of any series of shares of Preferred Stock.

   (d) Subject to the provisions of this Amended and Restated Certificate of
Incorporation and except as otherwise provided by law, the stock of the
Corporation, regardless of class, may be issued for such consideration and for
such corporate purposes as the Board of Directors may from time to time
determine.

   (e) Voting.

     (i) The holders of shares of Preferred 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 series of Preferred 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 series of
  Preferred Stock then outstanding, each Series of Preferred Stock shall be
  entitled to the number of votes voting as a class with all equity
  securities of the Corporation enumerated below and the number of votes or
  fractional votes to which each share of a particular series of Preferred
  Stock shall be entitled shall be the quotient determined by dividing the
  aggregate number of votes to which such series of Preferred Stock is
  entitled by the number of shares of such series of Preferred Stock then
  outstanding. Except as otherwise required by law or provided herein, the
  Series A Preferred Stock shall have 67,804 votes; the Series B Preferred
  Stock shall have 61,608 votes; the Series C Preferred Stock shall have
  124,096 votes; the Series D Preferred Stock shall have 30,308 votes; the
  Series E Preferred Stock shall have 16,184 votes; the Series H Preferred
  Stock shall have the number of votes which shares of Series A Preferred
  Stock exchanged for such Series H Preferred Stock in accordance with
  Section 4.14 previously had; the Series I Preferred Stock shall have the
  number of votes which shares of Series B Preferred Stock exchanged for such
  Series I Preferred Stock in accordance with Section 4.14 previously had;
  and the Series F Preferred Stock and the Series G Preferred Stock shall
  have the voting rights described in Section 4.12(c).

     (ii) In any matter requiring a separate class vote of holders of any
  series of Preferred Stock or a separate vote of two or more series of
  Preferred Stock voting together as a single class, for the purposes of such
  a class vote, each share of Preferred Stock of such series shall be
  entitled to one vote per share.

   4.3 Powers, Preferences and Rights of the Series A Preferred Stock. The
powers, preferences and rights of the Series A Preferred Stock and the
qualifications, limitations and restrictions thereof are as follows:

                                      f-3
<PAGE>

   (a) Ranking. The Series A Preferred Stock shall, with respect to the payment
of dividends and the distribution of assets on liquidation, dissolution or
winding up, rank on a parity with the Series B Preferred Stock, the Series H
Preferred Stock and the Series I Preferred Stock, and rank senior to Junior
Stock.

   (b) Dividends and Distributions.

     (i) Dividends. The holders of shares of Series A Preferred Stock shall
  be entitled to receive, as and when declared by the Board of Directors, out
  of funds legally available therefor, dividends on each outstanding share of
  Series A Preferred Stock, at an annual rate per share equal to ten percent
  (10%) of the Liquidation Preference, calculated on the basis of a 360-day
  year consisting of twelve 30-day months. Dividends shall be paid quarterly
  in arrears commencing on the Dividend Payment Date immediately following
  the last Dividend Payment Date arising with respect to Predecessor Stock
  exchanged for the Series A Preferred Stock in the manner provided in
  paragraph (iii) below.

     (ii) Accrued Dividends, Record Date. Dividends payable pursuant to
  paragraph (i) above shall begin to accrue and be cumulative from the date
  on which shares of Series A Preferred Stock are issued, or, with respect to
  shares of Series A Preferred Stock received in exchange for any Predecessor
  Stock, on the date when such Predecessor Stock was issued, and shall begin
  to accrue on a daily basis, in each case whether or not earned or declared.
  The Board of Directors may fix a record date for the determination of
  holders of shares of Series A Preferred Stock entitled to receive payment
  of the dividends payable pursuant to paragraph (i) above, which record date
  shall not be more than 60 days prior to the Dividend Payment Date.

     (iii) Payment. All dividends shall be payable in cash. Until the
  December 2008 Dividend Payment Date, the Corporation shall have the option
  to defer payment of dividends on Series A Preferred Stock. Any dividend
  payments so deferred shall be payable on and not earlier than the December
  2008 Dividend Payment Date.

     (iv) Dividends Pro Rata. All dividends paid with respect to shares of
  Series A Preferred Stock pursuant to this Section 4.3(b) shall be paid pro
  rata to the holders entitled thereto. In the event that the funds legally
  available therefor shall be insufficient for the payment of the entire
  amount of cash dividends payable at any Dividend Payment Date, subject to
  Section 4.3(c), such funds shall be allocated for the payment of dividends
  with respect to the shares of Series A Preferred Stock, Series B Preferred
  Stock, Series H Preferred Stock and Series I Preferred Stock pro rata based
  upon the Liquidation Preference of the outstanding shares.

   (c) Certain Restrictions.

     (i) Notwithstanding the provisions of Sections 4.3(b), (e) and (f), cash
  dividends on the Series A Preferred Stock may not be declared, paid or set
  apart for payment, nor may the Corporation redeem, purchase or otherwise
  acquire any shares of Series A Preferred Stock, if (A) the Corporation is
  not solvent or would be rendered insolvent thereby or (B) at such time the
  terms and provisions of any law or agreement of the Corporation, including
  any agreement relating to its indebtedness, specifically prohibit such
  declaration, payment or setting apart for payment or such redemption,
  purchase or other acquisition, or provide that such declaration, payment or
  setting apart for payment or such redemption, purchase or other acquisition
  would constitute a violation or breach thereof or a default thereunder.

     (ii) So long as shares of Series A Preferred Stock are outstanding or
  dividends payable on shares of Series A Preferred Stock have not been paid
  in full in cash, then the Corporation shall not declare or pay cash
  dividends on, or redeem, purchase or otherwise acquire for consideration,
  any shares of Common Stock or other shares of Junior Stock, except with the
  prior written consent of holders of a majority of the outstanding shares of
  Series A Preferred Stock, except that the Corporation may acquire, in
  accordance with the terms of any agreement between the Corporation and its
  employees, shares of Common Stock or Preferred Stock at a price not greater
  than the Market Price as of such date.

                                      f-4
<PAGE>

     (iii) The Corporation shall not permit any Subsidiary of the
  Corporation, or cause any other Person, to make any distribution with
  respect to, or purchase or otherwise acquire for consideration, any shares
  of capital stock of the Corporation, unless the Corporation could, pursuant
  to paragraph (ii) above, make such distribution or purchase or otherwise
  acquire such shares at such time and in such manner.

   (d) Voting Rights; Election of Directors.

     (i) In addition to the voting rights set forth in Section 4.2(e) or
  otherwise provided by law, the holders of shares of Series A Preferred
  Stock shall have the voting rights provided in paragraphs (ii) and (iii)
  below.

     (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, or by written consent, 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, except
  upon conversion or exchange pursuant to Section 4.14 of outstanding
  securities, (B) authorize, adopt or approve each amendment to this Amended
  and 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 such alteration or change results in such
  capital stock being Senior Stock or Parity Stock, (C) amend, alter or
  repeal any provision of this Amended and 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 in the aggregate an amount of
  shares of Series A Preferred Stock equal to at least 44,481 shares, holders
  of shares of Series A Preferred Stock shall have the exclusive right,
  voting separately as a single class, to designate one director of the
  Corporation. The foregoing right to designate one director may be exercised
  at any annual meeting of stockholders or a special meeting of stockholders
  or holders of Series A Preferred Stock held for such purpose or any
  adjournment thereof, or by the written consent, delivered to the Secretary
  of the Corporation, of 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 designate one director of
  the Corporation. So long as the Initial Holders own in the aggregate an
  amount of shares of Series A Preferred Stock equal to at least 44,481
  shares in the event any director so designated 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 or appointed 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.

   (e) Redemption at Option of the Corporation. The Corporation shall have the
right to redeem shares of Series A Preferred Stock pursuant to the following
provisions:

     (i) The Corporation shall not have any right to redeem shares of the
  Series A Preferred Stock prior to, with respect to any shares of Series A
  Preferred Stock, the 30th day after the twentieth anniversary of the
  issuance of such shares. Thereafter, subject to the restrictions in Section
  4.3(c)(i), the Corporation shall

                                      f-5
<PAGE>

  have the right, at its sole option and election, to redeem the shares of
  the Series A Preferred Stock, in whole but not in part, at any time at a
  redemption price (the "Series A Redemption Price") per share equal to the
  Liquidation Preference as of the redemption date;

     (ii) Notice of any redemption of the Series A Preferred Stock shall be
  mailed at least ten, but not more than 60, days prior to the date fixed for
  redemption to each holder of Series A Preferred Stock to be redeemed, at
  such holder's address as it appears on the books of the Corporation. In
  order to facilitate the redemption of the Series A Preferred Stock, the
  Board of Directors may fix a record date for the determination of holders
  of Series A Preferred Stock to be redeemed, or may cause the transfer books
  of the Corporation to be closed for the transfer of the Series A Preferred
  Stock, not more than 60 days prior to the date fixed for such redemption;

     (iii) Within two Business Days after the redemption date specified in
  the notice given pursuant to paragraph (ii) above and the surrender of the
  certificate(s) representing shares of Series A Preferred Stock, the
  Corporation shall pay to the holder of the shares being redeemed the Series
  A Redemption Price therefor. Such payment shall be made by wire transfer of
  immediately available funds to an account designated by such holder or by
  overnight delivery (by a nationally recognized courier) of a bank check to
  such holder's address as it appears on the books of the Corporation; and

     (iv) Effective upon the date of the notice given pursuant to paragraph
  (ii) above, notwithstanding that any certificate for such shares shall not
  have been surrendered for cancellation, the shares represented thereby
  shall no longer be deemed outstanding, the rights to receive dividends
  thereon shall cease to accrue from and after the date of redemption
  designated in the notice of redemption and all rights of the holders of the
  shares of the Series A Preferred Stock called for redemption shall cease
  and terminate, excepting only the right to receive the Series A Redemption
  Price therefor in accordance with paragraph (iii) above and the right to
  convert such shares into shares of Class A Common Stock until the close of
  business on the third Business Day preceding the redemption date, as
  provided in Section 4.3(i).

   (f) Redemption at Option of Holder.

     (i) No holder of shares of Series A Preferred Stock shall have any right
  to require the Corporation to redeem any shares of Series A Preferred Stock
  prior to, with respect to any shares of Series A Preferred Stock, the 30th
  day after the twentieth anniversary of the issuance of such shares.
  Thereafter, subject to the restrictions set forth in Section 4.3(c)(i),
  each holder of shares of Series A Preferred Stock shall have the right, at
  the sole option and election of such holder, to require the Corporation to
  redeem all (but not less than all) of the shares of Series A Preferred
  Stock owned by such holder at a price per share equal to the Series A
  Redemption Price;

     (ii) The holder of any shares of the Series A Preferred Stock may
  exercise such holder's right to require the Corporation to redeem such
  shares by surrendering for such purpose to the Corporation, at its
  principal office or at such other office or agency maintained by the
  Corporation for that purpose, certificates representing the shares of
  Series A Preferred Stock to be redeemed, accompanied by a written notice
  stating that such holder elects to require the Corporation to redeem all
  (but not less than all) of such shares in accordance with the provisions of
  this Section 4.3(f), which notice may specify an account for delivery of
  the Series A Redemption Price;

     (iii) Within two Business Days after the surrender of such certificates,
  the Corporation shall pay to the holder of the shares being redeemed the
  Series A Redemption Price therefor. Such payment shall be made by wire
  transfer of immediately available funds to an account designated by such
  holder or by overnight delivery (by a nationally recognized courier) of a
  bank check to such holder's address as it appears on the books of the
  Corporation; and

     (iv) Such redemptions shall be deemed to have been made at the close of
  business on the date of the receipt of such notice and of such surrender of
  the certificates representing the shares of the Series A Preferred Stock to
  be redeemed and the rights of the holder thereof, except for the right to
  receive the Series A Redemption Price therefor in accordance herewith,
  shall cease on such date of receipt and surrender.

                                      f-6
<PAGE>

   (g) Reacquired Shares. Any shares of the Series A Preferred Stock redeemed
or purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued pursuant to Section 4.2(c) as part of a new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors, subject to the conditions or restrictions on issuance set
forth herein.

   (h) Liquidation, Dissolution or Winding Up.

     (i) In the event of any liquidation, dissolution or winding up of the
  Corporation, either voluntary or involuntary, before any distribution or
  payment to holders of Junior Stock, the holders of shares of Series A
  Preferred Stock shall be entitled to be paid an amount equal to the
  Liquidation Preference with respect to each share of Series A Preferred
  Stock.

     (ii) If, upon any liquidation, dissolution or winding up of the
  Corporation, the assets of the Corporation available for distribution to
  the holders of Series A Preferred Stock shall be insufficient to permit
  payment in full to such holders of the sums which such holders are entitled
  to receive in such case, then all of the assets available for distribution
  to holders of the Series A Preferred Stock, Series B Preferred Stock,
  Series H Preferred Stock and Series I Preferred Stock shall be distributed
  among and paid to such holders ratably in proportion to the amounts that
  would be payable to such holders if such assets were sufficient to permit
  payment in full.

     (iii) Neither the consolidation or merger of the Corporation with or
  into any other Person nor the sale or other distribution to another Person
  of all or substantially all the assets, property or business of the
  Corporation, shall be deemed to be a liquidation, dissolution or winding up
  of the Corporation for purposes of this Section 4.3(h).

   (i)  Conversion.

     (i) Stockholders' Right To Convert. No holder of shares of Series A
  Preferred Stock shall have any right to convert any shares of Series A
  Preferred Stock into Class A Common Stock or any other securities of the
  Corporation prior to July 17, 2006. Thereafter, each share of Series A
  Preferred Stock held by the Initial Holders or a Qualified Transferee shall
  be convertible, at the sole option and election of the Initial Holders or
  Qualified Transferee, into fully paid and non-assessable shares of Class A
  Common Stock.

     (ii) Number of Shares of Class A Common Stock Issuable upon
  Conversion. The number of shares of Class A Common Stock to be issued upon
  conversion of shares of Series A Preferred Stock pursuant to paragraph (i)
  above shall be equal to the product of (A) the Series A Conversion Rate as
  of the date of the applicable notice pursuant to paragraph (iv) below,
  multiplied by (B) the number of shares of Series A Preferred Stock to be
  converted.

     (iii) Fractional Shares. Notwithstanding any other provision of this
  Amended and Restated Certificate of Incorporation, the Corporation shall
  not be required to issue fractions of shares upon conversion of any shares
  of Series A Preferred Stock or to distribute certificates which evidence
  fractional shares. In lieu of fractional shares, the Corporation may pay
  therefor, at the time of any conversion of shares of Series A Preferred
  Stock as herein provided, an amount in cash equal to such fraction
  multiplied by the Market Price of a share of Class A Common Stock on such
  date.

     (iv) Mechanics of Conversion. The Initial Holders or Qualified
  Transferee may exercise its option to convert by surrendering for such
  purpose to the Corporation, at its principal office or such other office or
  agency maintained by the Corporation for that purpose, certificates
  representing the shares of Series A Preferred Stock to be converted,
  accompanied by a written notice, delivered in accordance with the terms of
  the Stockholders Agreement, stating that such holder elects to convert such
  shares in accordance with this Section 4.3(i). The date of receipt of such
  certificates and notice by the Corporation at such office shall be the
  conversion date (the "Series A Conversion Date"). If required by the
  Corporation, certificates

                                      f-7
<PAGE>

  surrendered for conversion shall be endorsed or accompanied by a written
  instrument or instruments of transfer, in form satisfactory to the
  Corporation, duly executed by the registered holder or his or its attorney
  duly authorized in writing. Within ten Business Days after the Series A
  Conversion Date (or, if at the time of such surrender the shares of Class A
  Common Stock are not listed or admitted for trading on any national
  securities exchange and are not quoted on NASDAQ or any similar service,
  within ten Business Days of the determination of the Market Price pursuant
  to the Appraisal Procedure), the Corporation shall issue to such holder a
  number of shares of Class A Common Stock into which such shares of Series A
  Preferred Stock are convertible pursuant to paragraph (ii) above.
  Certificates representing such shares of Class A Common Stock shall be
  delivered to such holder at such holder's address as it appears on the
  books of the Corporation.

     (v) Termination of Rights. All shares of Series A Preferred Stock which
  shall have been surrendered for conversion as herein provided shall no
  longer be deemed to be outstanding and all rights with respect to such
  shares, including the rights, if any, to receive notices and to vote, shall
  immediately cease and terminate on the Series A Conversion Date, except
  only the right of the holders thereof to receive shares of Class A Common
  Stock in exchange therefor and payment of any declared and unpaid dividends
  thereon.

     (vi) No Conversion Charge or Tax. The issuance and delivery of
  certificates for shares of Class A Common Stock upon the conversion of
  shares of Series A Preferred Stock shall be made without charge to the
  holder of shares of Series A Preferred Stock for any issue or transfer tax,
  or other incidental expense in respect of the issuance or delivery of such
  certificates or the securities represented thereby, all of which taxes and
  expenses shall be paid by the Corporation.

     (vii) Reorganization, Reclassification and Merger Adjustment. If there
  occurs any capital reorganization or any reclassification of the Class A
  Common Stock of the Corporation, the consolidation or merger of the
  Corporation with or into another Person (other than a merger or
  consolidation of the Corporation in which the Corporation is the continuing
  corporation and which does not result in any reclassification or change of
  outstanding shares of its Class A Common Stock) or the sale or conveyance
  of all or substantially all of the assets of the Corporation to another
  Person, then each share of Series A Preferred Stock shall thereafter be
  convertible into the same kind and amounts of securities (including shares
  of stock) or other assets, or both, which were issuable or distributable to
  the holders of outstanding Class A Common Stock of the Corporation upon
  such reorganization, reclassification, consolidation, merger, sale or
  conveyance, in respect of that number of shares of Class A Common Stock
  into which such share of Series A Preferred Stock might have been converted
  immediately prior to such reorganization, reclassification, consolidation,
  merger, sale or conveyance; and, in any such case, appropriate adjustments
  (as determined in good faith by the Board of Directors of the Corporation,
  whose determination shall be conclusive) shall be made to assure that the
  provisions set forth herein shall thereafter be applicable, as nearly as
  reasonably may be practicable, in relation to any securities or other
  assets thereafter deliverable upon the conversion of the Series A Preferred
  Stock.

     (viii) Notice of Adjustment. Whenever the securities or other property
  deliverable upon the conversion of the Series A Preferred Stock shall be
  adjusted pursuant to the provisions hereof, the Corporation shall promptly
  give written notice thereof to each holder of shares of Series A Preferred
  Stock at such holder's address as it appears on the transfer books of the
  Corporation and shall forthwith file, at its principal executive office and
  with any transfer agent or agents for the Series A Preferred Stock and the
  Class A Common Stock, a certificate, signed by the Chairman of the Board,
  President or one of the Vice Presidents of the Corporation, and by its
  Chief Financial Officer, Treasurer or one of its Assistant Treasurers,
  stating the securities or other property deliverable per share of Series A
  Preferred Stock calculated to the nearest cent or to the nearest one-
  hundredth of a share and setting forth in reasonable detail the method of
  calculation and the facts requiring such adjustment and upon which such
  calculation is based. Each adjustment shall remain in effect until a
  subsequent adjustment hereunder is required.

                                      f-8
<PAGE>

     (ix) Reservation of Class A Common Stock. The Corporation shall at all
  times reserve and keep available for issuance upon the conversion of the
  shares of Series A Preferred Stock the maximum number of its authorized but
  unissued shares of Class A Common Stock as is reasonably anticipated to be
  sufficient to permit the conversion of all outstanding shares of Series A
  Preferred Stock, and shall take all action required to increase the
  authorized number of shares of Class A Common Stock if at any time there
  shall be insufficient authorized but unissued shares of Class A Common
  Stock to permit such reservation or to permit the conversion of all
  outstanding shares of Series A Preferred Stock.

   (j) Qualified Transfer. If at any time an Initial Holder or Qualified
Transferee desires to sell, transfer or otherwise dispose of shares of Series A
Preferred Stock pursuant to a Qualified Transfer, it shall, with respect to
each such proposed transfer, give written notice (a "Qualified Transfer
Notice") to the Corporation at its principal executive office specifying up to
ten prospective transferees. Upon receipt of such notice, the Corporation shall
have ten days to give written notice to the Initial Holders or Qualified
Transferee specifying its disapproval of (A) any or all of such prospective
transferees if it has good reason for such disapproval and specifying such
reason and (B) up to two of such prospective transferees with or without good
reason.

   (k) Notice of Certain Events. In case the Corporation shall propose at any
time or from time to time (i) to declare or pay any dividend payable in stock
of any class to the holders of Common Stock or to make any other distribution
to the holders of Common Stock, (ii) to offer to the holders of Common Stock
rights or warrants to subscribe for or to purchase any additional shares of
Common Stock or shares of stock of any class or any other securities, rights or
options, (iii) to effect any reclassification of its Common Stock, (iv) to
effect any consolidation, merger or sale, transfer or other disposition of all
or substantially all of the property, assets or business of the Corporation
which would, if consummated, adjust the Series A Conversion Rate or the
securities issuable upon conversion of shares of Series A Preferred Stock, or
(v) to effect the liquidation, dissolution or winding up of the Corporation,
then, in each such case, the Corporation shall mail to each holder of shares of
Series A Preferred Stock, at such holder's address as it appears on the
transfer books of the Corporation, a written notice of such proposed action,
which shall specify (A) the date on which a record is to be taken for the
purpose of such dividend or distribution of rights or warrants or, if a record
is not to be taken, the date as of which the holders of shares of Common Stock
of record to be entitled to such dividend or distribution of rights or warrants
are to be determined, or (B) the date on which such reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation or winding up
is expected to become effective, and such notice shall be so given as promptly
as possible but in any event at least ten Business Days prior to the applicable
record, determination or effective date, specified in such notice.

   (l) Certain Remedies. Any registered holder of shares of Series A Preferred
Stock shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Amended and Restated Certificate of Incorporation and to
enforce specifically the terms and provisions of this Amended and Restated
Certificate of Incorporation in any court of the United States or any state
thereof having jurisdiction, this being in addition to any other remedy to
which such holder may be entitled at law or in equity.

   4.4 Powers, Preferences and Rights of the Series B Preferred Stock. The
Series B Preferred Stock shall rank on a parity with the Series A Preferred
Stock, the Series H Preferred Stock and the Series I Preferred Stock, and the
powers, preferences and rights of the Series B Preferred Stock, and the
qualifications, limitations, and restrictions thereof, shall be identical to
those of the Series A Preferred Stock, except that (a) any references to the
"December 2008 Dividend Payment Date" shall instead be a reference to the "June
2009 Dividend Payment Date"; (b) holders shall have the right to designate one
director and designate replacements for such director, pursuant to Section
4.3(d)(iii), so long as the Initial Holders own, in the aggregate, an amount of
Series B Preferred Stock equal to at least 60,446 shares, (c) no holder of
Series B Preferred Stock shall have the right to convert Series B Preferred
Stock into Class A Common Stock or any other securities, pursuant to Section
4.3(i), prior to January 15, 2007; and (d) the words "Series B Preferred Stock"
and "Series A Preferred Stock" shall be substituted for all references in
Section 4.3 to Series A Preferred Stock and Series B Preferred Stock,
respectively, and any references in Section 4.3 to "TeleCorp PCS, Inc." shall
instead be a reference to "Tritel, Inc."

                                      f-9
<PAGE>

   4.5 Powers, Preferences and Rights of the Series C Preferred Stock. The
powers, preferences and rights of the Series C Preferred Stock and the
qualifications, limitations and restrictions thereof are as follows:

   (a) Ranking. The Series C Preferred Stock shall rank (i) junior to the
Series A Preferred Stock, the Series B Preferred Stock, the Series H Preferred
Stock and the Series I Preferred Stock with respect to the payment of dividends
and the distribution of assets on liquidation, dissolution or winding up, (ii)
junior to the Series D Preferred Stock with respect to the distribution of
assets on a Statutory Liquidation, (iii) on a parity with the Series D
Preferred Stock with respect to the distribution of assets on liquidation,
dissolution or winding up (other than on a Statutory Liquidation), (iv) on a
parity with the Series D Preferred Stock and the Common Stock with respect to
the payment of dividends, and (v) senior to the Common Stock and any series or
class of the Corporation's common or preferred stock, now or hereafter
authorized (other than Series A Preferred Stock, Series B Preferred Stock,
Series D Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock), with respect to the payment of dividends and the distribution of assets
on liquidation, dissolution and winding up.

   (b) Dividends. Holders of Series C Preferred Stock shall be entitled to
dividends in cash or property when, as and if, declared by the Board of
Directors of the Corporation; provided that, in no event shall dividends in
excess of the Liquidation Preference be declared or paid. So long as shares of
Series C Preferred Stock are outstanding or dividends payable on shares of
Series C Preferred Stock have not been paid in full in cash, the Corporation
shall not declare or pay cash dividends on, or redeem, purchase or otherwise
acquire for consideration, any shares of any class of common stock or series of
preferred stock ranking junior to or on a parity with the Series C Preferred
Stock, except that the Corporation may acquire, in accordance with the terms of
any agreement between the Corporation and its employees, shares of Common Stock
or Preferred Stock at a price not greater than the Market Price as of such
date. The Corporation shall not declare or pay cash dividends on, or redeem,
purchase or otherwise acquire for consideration, any shares of Series D
Preferred Stock unless concurrently therewith the Corporation shall declare or
pay cash dividends on, or redeem, purchase or otherwise acquire for
consideration, as the case may be, shares of Series C Preferred Stock ratably
in accordance with the number of shares of Series C Preferred Stock and Series
D Preferred Stock then outstanding.

   (c) Liquidation Preference.

     (i) In the event of any liquidation, dissolution or winding up of the
  Corporation, the holders of Series C Preferred Stock shall be entitled to
  receive out of the assets of the Corporation, whether such assets are
  capital or surplus of any nature, after payment is made to holders of all
  series of preferred stock ranking senior to the Series C Preferred Stock
  with respect to rights on liquidation, dissolution or winding up
  (including, in the case of a Statutory Liquidation, the Series D Preferred
  Stock), but before any payment shall be made or any assets distributed to
  the holders of Common Stock or any series of preferred stock ranking junior
  to the Series C Preferred Stock with respect to rights on liquidation,
  dissolution or winding up, an amount equal to the Liquidation Preference
  and no more.

     (ii) If upon any liquidation, dissolution or winding up of the
  Corporation the assets of the Corporation to be distributed are
  insufficient to permit the payment to all holders of Series C Preferred
  Stock and any other series of preferred stock ranking on a parity with
  Series C Preferred Stock with respect to rights on liquidation, dissolution
  or winding up (including, in the case of a liquidation, dissolution or
  winding up other than a Statutory Liquidation, the Series D Preferred
  Stock), to receive their full preferential amounts, the entire assets of
  the Corporation shall be distributed among the holders of Series C
  Preferred Stock and all such other series ratably in accordance with their
  respective Liquidation Preference.

     (iii) Neither the consolidation or merger of the Corporation with or
  into any other Person nor the sale or other distribution to another Person
  of all or substantially all the assets, property or business of the
  Corporation, shall be deemed to be a liquidation, dissolution or winding up
  of the Corporation for purposes of this Section 4.5(c).

                                      f-10
<PAGE>

   (d) Voting Rights.

     (i) In addition to the voting rights set forth in Section 4.2(e) or
  otherwise provided by law, the holders of shares of Series C Preferred
  Stock shall have the voting rights provided in paragraph (ii) below.

     (ii) The affirmative vote of holders of not less than a majority of
  Series C Preferred Stock shall be required 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 stock ranking
  senior to or pari passu with the Series C Preferred Stock or any additional
  shares of Series C Preferred Stock, except upon conversion or exchange
  pursuant to Section 4.14 of outstanding securities, (B) authorize, adopt or
  approve each amendment to this Amended and Restated Certificate of
  Incorporation that would increase or decrease the par value of the shares
  of Series C Preferred Stock, alter or change the powers, preferences or
  rights of the shares of Series C Preferred Stock or alter or change the
  powers, preferences or rights of any other capital stock of the Corporation
  if such alteration or change results in such capital stock ranking senior
  to or pari passu with the Series C Preferred Stock, (C) amend, alter or
  repeal any provision of this Amended and Restated Certificate of
  Incorporation so as to affect the shares of Series C 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 stock senior to or pari passu with
  the Series C Preferred Stock.

   (e) Redemption at Option of the Corporation. The Corporation shall have the
right to redeem shares of Series C Preferred Stock pursuant to the following
provisions:

     (i) Subject to the restrictions set forth in Section 4.5(g)(i), the
  Corporation shall have the right, at its sole option and election, to
  redeem the shares of the Series C Preferred Stock, in whole but not in
  part, at any time at a redemption price per share (the "Series C Redemption
  Price") equal to the Liquidation Preference thereof as of the redemption
  date; provided, that concurrently with such redemption, the Corporation
  shall redeem the shares of Series D Preferred Stock, in whole and not in
  part, at a redemption price per share (the "Series D Redemption Price")
  equal to the Liquidation Preference thereof as of the redemption date;
  provided, further, that if the funds legally available to the Corporation
  are insufficient to effect the redemption of the Series C Preferred Stock
  and the Series D Preferred Stock in full, such funds shall be allocated
  among the shares of Series C Preferred Stock and Series D Preferred Stock
  ratably in accordance with the number of shares of each Series outstanding
  as of the redemption date;

     (ii) Notice of any redemption of the Series C Preferred Stock and Series
  D Preferred Stock shall be mailed at least ten but not more than 60 days
  prior to the date fixed for redemption to each holder of Series C Preferred
  Stock and Series D Preferred Stock to be redeemed, at such holder's address
  as it appears on the books of the Corporation. In order to facilitate the
  redemption of the Series C Preferred Stock and Series D Preferred Stock,
  the Board of Directors may fix a record date for the determination of
  holders of Series C Preferred Stock and Series D Preferred Stock to be
  redeemed, or may cause the transfer books of the Corporation to be closed
  for the transfer of the Series C Preferred Stock and Series D Preferred
  Stock, not more than 60 days prior to the date fixed for such redemption;

     (iii) Within two Business Days after the redemption date specified in
  the notice given pursuant to paragraph (ii) above and the surrender of the
  certificate(s) representing shares of Series C Preferred Stock or Series D
  Preferred Stock, as the case may be, the Corporation shall pay to the
  holder of the shares being redeemed the Series C Redemption Price or the
  Series D Redemption Price therefor. Such payment shall be made by wire
  transfer of immediately available funds to an account designated by such
  holder or by overnight delivery (by a nationally recognized courier) of a
  bank check to such holder's address as it appears on the books of the
  Corporation; and

     (iv) Effective upon the date of the notice given pursuant to paragraph
  (ii) above, notwithstanding that any certificate for such shares shall not
  have been surrendered for cancellation, the shares represented thereby
  shall no longer be deemed outstanding, the rights to receive dividends
  thereon shall cease to

                                      f-11
<PAGE>

  accrue from and after the date of redemption designated in the notice of
  redemption and all rights of the holders of the shares of the Series C
  Preferred Stock or Series D Preferred Stock, as the case may be, called for
  redemption shall cease and terminate, excepting only the right to receive
  the Series C Redemption Price or the Series D Redemption Price therefor in
  accordance with paragraph (iii) above.

   (f) Redemption at Option of Holder.

     (i) No holder of shares of Series C Preferred Stock shall have any right
  to require the Corporation to redeem any shares of Series C Preferred Stock
  prior to, with respect to any shares of the Series C Preferred Stock, the
  30th day after the twentieth anniversary of the issuance of such shares.
  Thereafter, subject to the restrictions set forth in Section 4.5(g)(i),
  each holder of shares of Series C Preferred Stock shall have the right, at
  the sole option and election of such holder, to require the Corporation to
  redeem all (but not less than all) of the shares of Series C Preferred
  Stock owned by such holder at a price per share equal to the Series C
  Redemption Price;

     (ii) The holder of any shares of the Series C Preferred Stock may
  exercise such holder's right to require the Corporation to redeem such
  shares by surrendering for such purpose to the Corporation, at its
  principal office or at such other office or agency maintained by the
  Corporation for that purpose, certificates representing the shares of
  Series C Preferred Stock to be redeemed, accompanied by a written notice
  stating that such holder elects to require the Corporation to redeem all
  (but not less than all) of such shares in accordance with the provisions of
  this Section 4.5(f), which notice may specify an account for delivery of
  the Series C Redemption Price;

     (iii) Within two Business Days after the surrender of such certificates,
  the Corporation shall pay to the holder of the shares being redeemed the
  Series C Redemption Price therefor. Such payment shall be made by wire
  transfer of immediately available funds to an account designated by such
  holder or by overnight delivery (by a nationally recognized courier) of a
  bank check to such holder's address as it appears on the books of the
  Corporation; and

     (iv) Such redemptions shall be deemed to have been made at the close of
  business on the date of the receipt of such notice and of such surrender of
  the certificates representing the shares of the Series C Preferred Stock to
  be redeemed and the rights of the holder thereof, except for the right to
  receive the Series C Redemption Price therefor in accordance herewith,
  shall cease on such date of receipt and surrender.

   (g) Certain Restrictions.

     (i) Notwithstanding the provisions of Sections 4.5(b) or (f), cash
  dividends on the Series C Preferred Stock may not be declared, paid or set
  apart for payment, nor may the Corporation redeem, purchase or otherwise
  acquire any shares of Series C Preferred Stock, if (A) the Corporation is
  not solvent or would be rendered insolvent thereby or (B) at such time the
  terms and provisions of any law or agreement of the Corporation, including
  any agreement relating to its indebtedness, specifically prohibit such
  declaration, payment or setting apart for payment or such redemption,
  purchase or other acquisition, or provide that such declaration, payment or
  setting apart for payment or such redemption, purchase or other acquisition
  would constitute a violation or breach thereof or a default thereunder.

     (ii) So long as shares of Series C Preferred Stock are outstanding or
  dividends payable on shares of Series C Preferred Stock have not been paid
  in full in cash, the Corporation shall not declare or pay cash dividends
  on, or redeem, purchase or otherwise acquire for consideration, any shares
  of Common Stock or other shares of capital stock of the Corporation ranking
  junior to or on a parity basis with the Series C Preferred Stock, except
  with the prior written consent of holders of a majority of the outstanding
  shares of Series C Preferred Stock, except that the Corporation may
  acquire, in accordance with the terms of any agreement between the
  Corporation and its employees, shares of Common Stock from its employees at
  a price equal to such employee's purchase price therefor without such
  consent.


                                      f-12
<PAGE>

     (iii) The Corporation shall not permit any Subsidiary of the
  Corporation, or cause any other Person, to make any distribution with
  respect to, or purchase or otherwise acquire for consideration, any shares
  of Common Stock or other shares of capital stock of the Corporation ranking
  junior to or on a parity basis with the Series C Preferred Stock unless the
  Corporation could, pursuant to paragraph (i) above, make such distribution
  or purchase or otherwise acquire such shares at such time and in such
  manner.

   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) the
shares of Series D Preferred Stock shall be subject to redemption, pro rata
with the Series C Preferred Stock, in accordance with Section 4.5(e), and (iii)
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.

   (b) Ranking. The Series D Preferred Stock shall rank (i) junior to the
Series A Preferred Stock, the Series B Preferred Stock, the Series H Preferred
Stock and the Series I Preferred Stock with respect to the payment of dividends
and the distribution of assets on liquidation, dissolution or winding up, (ii)
senior to the Series C Preferred Stock with respect to the distribution of
assets on a Statutory Liquidation, (iii) on a parity with the Series C
Preferred Stock with respect to the distribution of assets on liquidation,
dissolution or winding up (other than on a Statutory Liquidation), (iv) on a
parity with the Series C Preferred Stock and the Common Stock with respect to
the payment of dividends, and (v) senior to the Common Stock and any series or
class of the Corporation's common or preferred stock, now or hereafter
authorized (other than Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock), with respect to the payment of dividends and distribution of assets on
liquidation, dissolution and winding up.

   4.7 Powers, Preferences and Rights of the Series E Preferred Stock. The
powers, preferences and rights of the Series E Preferred Stock, and the
qualifications, limitations and restrictions thereof, shall be identical to
those of the Series C Preferred Stock, except that (a) the Series E Preferred
Stock shall rank, with respect to the payment of dividends and the distribution
of assets on liquidation, dissolution or winding up, (i) junior to the Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, the Series H Preferred Stock and the Series I Preferred Stock
and (ii) senior to the Series F Preferred Stock and the Common Stock and any
series or class of the Corporation's common or preferred stock, now or
hereafter authorized (other than the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series H
Preferred Stock or Series I Preferred Stock), (b) the provisos to Section
4.5(e)(i) shall not apply to a redemption of the Series E Preferred Stock, and
(c) the words "Series E Preferred Stock" shall be substituted for all
references in Section 4.5 to Series C Preferred Stock.

   4.8 Powers, Preferences and Rights of the Series F Preferred Stock. The
powers, preferences and rights of the Series F Preferred Stock, and the
qualifications, limitations and restrictions thereof are as follows:

   (a) Ranking. The Series F Preferred Stock shall rank (i) junior to the
Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred
Stock, the Series D Preferred Stock, the Series E Preferred Stock, the Series H
Preferred Stock and the Series I Preferred Stock with respect to the payment of
dividends and the distribution of assets on liquidation, dissolution or winding
up, (ii) on a parity with the Series G Preferred Stock with respect to the
payment of dividends and the distribution of assets on liquidation, dissolution
or winding up, (iii) on a parity with the Common Stock with respect to the
distribution of assets on liquidation, dissolution or winding up (other than on
a Statutory Liquidation), (iv) senior to the Common Stock with respect to the
distribution of assets on a Statutory Liquidation, (v) on a parity with the
Common Stock

                                      f-13
<PAGE>

with respect to the payment of dividends, and (vi) senior to any series or
class of the Corporation's common or preferred stock hereafter authorized
(other than Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F
Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I
Preferred Stock or Common Stock), with respect to the payment of dividends and
the distribution of assets on liquidation, dissolution and winding up.

   (b) Dividends. Holders of Series F Preferred Stock shall be entitled to
dividends in cash or property when, as and if, declared by the Board of
Directors of the Corporation.

   (c) Liquidation Preference.

     (i) In the event of any liquidation, dissolution or winding up of the
  Corporation, the holders of Series F Preferred Stock shall be entitled to
  receive out of the assets of the Corporation, whether such assets are
  capital or surplus of any nature, after payment is made to holders of all
  series of preferred stock ranking senior to the Series F Preferred Stock
  with respect to rights on liquidation, dissolution or winding up, but
  before any payment shall be made or any assets distributed to the holders
  of Common Stock or any series of preferred stock ranking junior to the
  Series F Preferred Stock with respect to rights on liquidation, dissolution
  or winding up, an amount equal to the Liquidation Preference and no more.

     (ii) If upon any liquidation, dissolution or winding up of the
  Corporation the assets of the Corporation to be distributed are
  insufficient to permit the payment to all holders of Series F Preferred
  Stock and any other series of preferred stock ranking on a parity with
  Series F Preferred Stock with respect to rights on liquidation, dissolution
  or winding up, to receive their full preferential amounts, the entire
  assets of the Corporation shall be distributed among the holders of Series
  F Preferred Stock and all such other series ratably in accordance with
  their respective Liquidation Preference.

     (iii) After payment to the holders of Series F Preferred Stock of the
  amounts set forth in paragraph (i) above, the entire remaining assets and
  funds of the Corporation legally available for distribution, if any, shall
  be distributed among the holders of the Participating Stock in proportion
  to the shares of Participating Stock then held by them as of the date of
  the liquidation, dissolution or winding up of the Corporation.

     (iv) Neither the consolidation or merger of the Corporation with or into
  any other Person nor the sale or other distribution to another Person of
  all or substantially all the assets, property or business of the
  Corporation, shall be deemed to be a liquidation, dissolution or winding up
  of the Corporation for purposes of this Section 4.8(c).

   (d) Voting Rights.

     (i) In addition to the voting rights set forth in Section 4.12(c)(i) or
  otherwise provided by law, the holders of shares of Series F Preferred
  Stock shall have the voting rights provided in paragraph (ii) below.

     (ii) The affirmative vote of holders of not less than a majority of
  Series F Preferred Stock shall be required 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 stock ranking
  senior to or pari passu with the Series F Preferred Stock or any additional
  shares of Series F Preferred Stock, except upon conversion or exchange of
  outstanding securities pursuant to Section 4.14, (B) authorize, adopt or
  approve each amendment to this Amended and Restated Certificate of
  Incorporation that would increase or decrease the par value of the shares
  of Series F Preferred Stock, alter or change the powers, preferences or
  rights of the shares of Series F Preferred Stock or alter or change the
  powers, preferences or rights of any other capital stock of the Corporation
  if such alteration or change results in such capital stock ranking senior
  to or pari passu with the Series F Preferred Stock, (C) amend, alter or
  repeal any provision of this Amended and Restated Certificate of
  Incorporation so as to affect the shares of Series F Preferred Stock
  adversely, or (D) authorize or issue any security convertible into,

                                      f-14
<PAGE>

  exchangeable for or evidencing the right to purchase or otherwise receive
  any shares of any class or classes of stock senior to or pari passu with
  the Series F Preferred Stock. For purposes hereof, Common Stock shall not
  be deemed to be pari passu with or on parity with the Series F Preferred
  Stock.

   (e) Conversion. The shares of Series F Preferred Stock shall be convertible
into shares of Common Stock as follows:

     (i) Optional Conversion. Each share of Series F Preferred Stock shall be
  convertible, at the option of the holder thereof, at any time and from time
  to time, into one fully paid and non-assessable share of Class A Common
  Stock; provided that, unless and until the Tracked Common Stock shall be
  convertible into Class A Common Stock in accordance with Section 4.12(e),
  each of the first 195,063 shares of Series F Preferred Stock converted
  pursuant to this paragraph shall be convertible into one fully paid and
  non-assessable share of Class D Common Stock.

     (ii) Mechanics of Optional Conversion. In order for a holder of Series F
  Preferred Stock to convert such shares into shares of Common Stock, such
  holder shall surrender the certificate(s) for such shares of Series F
  Preferred Stock at the office of the transfer agent for the Series F
  Preferred Stock (or if the Corporation serves as its own transfer agent, at
  the principal office of the Corporation), together with written notice that
  such holder elects to convert all or any number of the shares of the Series
  F Preferred Stock represented by such certificate(s). If required by the
  Corporation, certificates surrendered for conversion shall be endorsed or
  accompanied by a written instrument or instruments of transfer, in form
  satisfactory to the Corporation, duly executed by the registered holder or
  his or its attorney duly authorized in writing. The date of receipt of such
  certificates and notice by the transfer agent (or by the Corporation if the
  Corporation serves as its own transfer agent) shall be the conversion date
  (the "Optional Conversion Date"). The Corporation shall, within ten
  Business Days after the Optional Conversion Date, issue and deliver at such
  office to such holder of Series F Preferred Stock, or to his or its
  nominees, one or more certificates for the number of whole shares of Common
  Stock (and any shares of Series F Preferred Stock represented by the
  certificate delivered to the Corporation by the holder thereof that are not
  converted into Common Stock) issuable upon such conversion in accordance
  with the provisions hereof.

     (iii) Reservation of Shares. The Corporation shall at all times when the
  Series F Preferred Stock shall be outstanding, reserve and keep available
  out of its authorized but unissued stock, for the purpose of effecting the
  conversion of the Series F Preferred Stock, such number of its duly
  authorized shares of Common Stock as shall from time to time be sufficient
  to effect the conversion of all outstanding shares of Series F Preferred
  Stock. Before taking any action which would cause Common Stock upon the
  conversion of Series F Preferred Stock, to be issued below the then par
  value of the shares of Common Stock the Corporation will take any corporate
  action that may, in the opinion of its counsel, be necessary in order that
  the Corporation may validly and legally issue fully paid and non-assessable
  shares of Common Stock, as the case may be, to the holders of Series F
  Preferred Stock.

     (iv) Adjustments for Dividends. Upon any conversion of Series F
  Preferred Stock, no adjustment to the conversion ratio shall be made for
  declared and unpaid dividends on the Series F Preferred Stock surrendered
  for conversion or on the Common Stock delivered upon conversion.

     (v) Termination of Rights. All shares of Series F Preferred Stock which
  shall have been surrendered for conversion as herein provided shall no
  longer be deemed to be outstanding and all rights with respect to such
  shares, including the rights, if any, to receive notices and to vote, shall
  immediately cease and terminate on the Optional Conversion Date, except
  only the right of the holders thereof to receive shares of Common Stock in
  exchange therefor and payment of any declared and unpaid dividends thereon.
  On and as of the Optional Conversion Date, the shares of Common Stock
  issuable upon such conversion shall be deemed to be outstanding, and the
  holder thereof shall be entitled to exercise and enjoy all rights with
  respect to such shares of Common Stock including the rights, if any, to
  receive notices and to vote. Shares of Series F Preferred Stock converted
  into Common Stock will be restored to

                                      f-15
<PAGE>

  the status of authorized but unissued shares of Common Stock or preferred
  stock without designation as to class or series, and may thereafter be
  issued, whether or not designated as shares of Class A Common Stock or
  Series F Preferred Stock.

     (vi) No Conversion Charge or Tax. The issuance and delivery of
  certificates for shares of Common Stock upon the conversion of shares of
  Series F Preferred Stock shall be made without charge to the holder of
  shares of Series F Preferred Stock for any issue or transfer tax, or other
  incidental expense in respect of the issuance or delivery of such
  certificates or the securities represented thereby, all of which taxes and
  expenses shall be paid by the Corporation.

     (vii) Reorganization, Reclassification and Merger Adjustment. If there
  occurs any capital reorganization or any reclassification of the Common
  Stock of the Corporation, the consolidation or merger of the Corporation
  with or into another Person (other than a merger or consolidation of the
  Corporation in which the Corporation is the continuing corporation and
  which does not result in any reclassification or change of outstanding
  shares of its Common Stock) or the sale or conveyance of all or
  substantially all of the assets of the Corporation to another Person, then
  each share of Series F Preferred Stock shall thereafter be convertible into
  the same kind and amounts of securities (including shares of stock) or
  other assets, or both, which were issuable or distributable to the holders
  of outstanding Common Stock of the Corporation upon such reorganization,
  reclassification, consolidation, merger, sale or conveyance, in respect of
  that number of shares of Common Stock into which such share of Series F
  Preferred Stock might have been converted immediately prior to such
  reorganization, reclassification, consolidation, merger, sale or
  conveyance; and, in any such case, appropriate adjustments (as determined
  in good faith by the Board of Directors of the Corporation, whose
  determination shall be conclusive) shall be made to assure that the
  provisions set forth herein shall thereafter be applicable, as nearly as
  reasonably may be practicable, in relation to any securities or other
  assets thereafter deliverable upon the conversion of the Series F Preferred
  Stock.

     (viii) Effect of Dividends, Distributions, Subdivisions of
  Combinations. If the Corporation declares a dividend or other distribution
  payable in Common Stock or Securities convertible into or exchangeable for
  Common Stock or subdivides its outstanding shares of Common Stock into a
  larger number or combines its outstanding shares of Common Stock into a
  smaller number, then the number of shares of Common Stock issuable upon
  conversion of the Series F Preferred Stock shall be appropriately adjusted
  to give effect to such dividend, other distribution, subdivision or
  combination.

     (ix) Effect of Distributions In Kind. In case the corporation shall
  distribute to the holders of its capital stock any additional shares of its
  capital stock or other securities of other persons, evidences of
  indebtedness issued by the Corporation or other persons, assets (excluding
  cash dividends) or options, warrants or rights, then, in such case,
  immediately following the record date fixed for the determination of the
  holders of common Stock entitled to receive such distribution, the number
  of shares of Common Stock issuable upon conversion of the Series F
  Preferred Stock shall be appropriately adjusted to give effect to such
  distribution. Such adjustment shall be made on the date such distribution
  is made, and shall become effective at the opening of business on the
  business day following the record date for the determination of
  stockholders entitled to such distribution.

   (f) Certain Restrictions.

     (i) Notwithstanding the provisions of Sections 4.8(b), cash dividends on
  the Series F Preferred Stock may not be declared, paid or set apart for
  payment, nor may the Corporation redeem, purchase or otherwise acquire any
  shares of Series F Preferred Stock, if (A) the Corporation is not solvent
  or would be rendered insolvent thereby or (B) at such time the terms and
  provisions of any law or agreement of the Corporation, including any
  agreement relating to its indebtedness, specifically prohibit such
  declaration, payment or setting apart for payment or such redemption,
  purchase or other acquisition, or provide that such declaration, payment or
  setting apart for payment or such redemption, purchase or other acquisition
  would constitute a violation or breach thereof or a default thereunder.


                                      f-16
<PAGE>

     (ii) The Corporation shall not permit any Subsidiary of the Corporation,
  or cause any other Person, to make any distribution with respect to, or
  purchase or otherwise acquire for consideration, any shares of Common Stock
  or other shares of capital stock of the Corporation ranking junior to or on
  a parity basis with the Series F Preferred Stock unless the Corporation
  could, pursuant to paragraph (i) above, make such distribution or purchase
  or otherwise acquire such shares at such time and in such manner.

   (g) Redemption. The Series F Preferred Stock is not redeemable.

   (h) Sinking Fund. There shall be no sinking fund for the payment of
dividends or Liquidation Preferences on the Series F Preferred Stock.

   4.9 Powers, Preferences and Rights of the Series G Preferred Stock

   (a) The powers, preferences and rights of the Series G Preferred Stock, and
the qualifications, limitations, and restrictions thereof, shall be identical
to those of the Series F Preferred Stock, except that (i) unless and until the
Tracked Common Stock shall be convertible into Class A Common Stock or Class B
Common Stock in accordance with Section 4.12(e)(iii), instead of each share of
Class A Common Stock issuable upon conversion by a holder of Series G Preferred
Stock being convertible on a one-for-one basis, each holder shall receive their
pro rata share (based on the number of shares of Series G Preferred Stock
outstanding) of (i) 14,971,876 shares of Class A Common Stock and (ii)(A) 9,494
shares of Class F Common Stock, or (B) if the Tritel Tracking Stock is
convertible into Class A or Class B Common Stock in accordance with Section
4.12(e)(iii), an additional 9,494 shares of Class A Common Stock, and (ii) the
words "Series G Preferred Stock" and "Series F Preferred Stock" shall be
substituted for all references in Section 4.8 to Series F Preferred Stock and
Series G Preferred Stock, respectively.

   4.10 Powers, Preferences and Rights of the Series H Preferred Stock. The
Series H Preferred Stock shall rank on a parity with the Series A Preferred
Stock, the Series B Preferred Stock and Series I Preferred Stock, and the
powers, preferences and rights of the Series H Preferred Stock, and the
qualifications, limitations, and restrictions thereof, shall be identical to
those of the Series A Preferred Stock, except that (a) shares of Series H
Preferred Stock shall not have any right to vote on any matters to be voted on
by the stockholders of the Corporation except as provided in Sections 4.2(e)(i)
and 4.3(d)(i) and (ii), or as provided by law, and shall not be included in
determining the number of shares voting or entitled to vote on any such matters
(other than the matters described in Sections 4.2 (e)(i) and 4.3(d)(i) and (ii)
or otherwise required by law), (b) shares of Series H Preferred Stock shall not
be, pursuant to the terms of Section 4.3(i) or otherwise, convertible into
shares of Common Stock or any other security issued by the Corporation, (c) the
Corporation may redeem shares of Series H Preferred Stock in accordance with
the terms of Section 4.3(e) at any time without regard to whether the
redemption date is before, on or after the date referred to in Section
4.3(e)(i), (d) shares of Series H Preferred Stock may be issued by the
Corporation in accordance with the terms of Section 4.14, (e) holders of Series
H Preferred Stock shall not, pursuant to Section 4.3(d) or otherwise, have the
right to designate any directors of the Corporation (except to the extent
provided in Section 4.2(e)(i)), and (f) the words "Series H Preferred Stock"
and "Series A Preferred Stock" shall be substituted for all references in
Section 4.3 to Series A Preferred Stock and Series H Preferred Stock,
respectively.

   4.11 Powers, Preferences and Rights of the Series I Preferred Stock. The
Series I Preferred Stock shall rank on a parity with the Series A Preferred
Stock, the Series B Preferred Stock and Series H Preferred Stock, and the
powers, preferences and rights of the Series I Preferred Stock, and the
qualifications, limitations, and restrictions thereof, shall be identical to
those of the Series B Preferred Stock, except that (a) shares of Series I
Preferred Stock shall not have any right to vote on any matters to be voted on
by the stockholders of the Corporation (except as provided in Sections
4.2(e)(i) and 4.3(d)(i) and (ii)), or as provided by law, and shall not be
included in determining the number of shares voting or entitled to vote on any
such matters (other than the matters described in Sections 4.2(e)(i) and
4.3(d)(i) and (ii) or otherwise required by law), (b) shares of Series I
Preferred Stock shall not be, pursuant to the terms of Section 4.3(i) or
otherwise, convertible into shares of

                                      f-17
<PAGE>

Common Stock or any other security issued by the Corporation, (c) the
Corporation may redeem shares of Series I Preferred Stock in accordance with
the terms of Section 4.3(e) at any time without regard to whether the
redemption date is before, on or after the date referred to in Section
4.3(e)(i), (d) shares of Series I Preferred Stock may be issued by the
Corporation in accordance with the terms of Section 4.14, (e) holders of Series
I Preferred Stock shall not, pursuant to Section 4.3(d) or otherwise, have the
right to designate any directors of the Corporation (except to the extent
provided in Section 4.2(e)(i)), and (f) the words "Series I Preferred Stock"
and "Series B Preferred Stock" shall be substituted for all references in
Section 4.4 to Series B Preferred Stock and Series I Preferred Stock,
respectively.

   4.12 Common Stock.

   (a) General. Except as otherwise provided herein, all shares of Common Stock
issued and outstanding shall be identical, and shall entitle the holders
thereof to the same rights, powers and privileges of stockholders under
Delaware law. For purposes of this Section 4.12 (and the definitions relating
thereto), the Class A Common Stock and the Class B Common Stock are herein
collectively referred to as the "Non-Tracked Common Stock" and the Class C
Common Stock, the Class D Common Stock, the Class E Common Stock and the Class
F Common Stock are herein collectively referred to as the "Tracked Common
Stock".

   (b) Dividends. Subject to Section 4.13(a)(ii) and (b)(ii) and the express
terms of any outstanding series of Preferred Stock, dividends may be paid in
cash or otherwise with respect to each class of Common Stock out of the assets
of the Corporation, upon the terms, and subject to the limitations, provided in
this Section 4.12(b), as the Board of Directors may determine.

     (i) Dividends on the Non-Tracked Common Stock. Dividends on the Non-
  Tracked Common Stock may be declared and paid only out of the excess of (A)
  the funds of the Corporation legally available therefor over (B) the
  Tracked Business Available Dividend Amount (the "Non-Tracked Business
  Available Dividend Amount").

     (ii) Dividends on Class C and D Common Stock. Dividends on the Class C
  Common Stock and the Class D Common Stock (the "TeleCorp Tracking Stock")
  may be declared and paid only out of the lesser of (A) the funds of the
  Corporation legally available therefor and (B) the TeleCorp Tracked
  Business Available Dividend Amount. The Corporation shall not declare or
  pay cash dividends on, or redeem, purchase or otherwise acquire for
  consideration, any shares of TeleCorp Tracking Stock unless concurrently
  therewith the Corporation shall declare or pay cash dividends on, or
  redeem, purchase or otherwise acquire for consideration, as the case may
  be, on the same terms, all shares of TeleCorp Tracking Stock ratably in
  accordance with the number of shares of each class of TeleCorp Tracking
  Stock then outstanding.

     (iii) Dividends on the Class E and F Common Stock. Dividends on the
  Class E Common Stock and the Class F Common Stock (the "Tritel Tracking
  Stock") may be declared and paid only out of the lesser of (A) the funds of
  the Corporation legally available therefor and (B) the Tritel Tracked
  Business Available Dividend Amount. The Corporation shall not declare or
  pay cash dividends on, or redeem, purchase or otherwise acquire for
  consideration, any shares of Tritel Tracking Stock unless concurrently
  therewith the Corporation shall declare or pay cash dividends on, or
  redeem, purchase or otherwise acquire for consideration, as the case may
  be, on the same terms, all shares of the Tritel Tracking Stock ratably in
  accordance with the number of shares of each class of Tritel Tracking Stock
  then outstanding.

     (iv) Discrimination in Dividends Among the Tracked and Non-Tracked
  Common Stock. The Board of Directors may at any time, subject to the
  provisions of Sections 4.12(b)(i), (ii) and (iii) and Section 4.13, declare
  and pay dividends exclusively on the Non-Tracked Common Stock, exclusively
  on the TeleCorp Tracking Stock, exclusively on the Tritel Tracking Stock or
  on each of such category of Common Stock in equal or unequal amounts,
  notwithstanding the relative amounts of the Non-Tracked Business Available
  Dividend Amount, the TeleCorp Tracked Business Available Dividend Amount or
  the Tritel Tracked Business Available Dividend Amount.

                                      f-18
<PAGE>

   (c) Voting.

     (i) The holders of shares of Common Stock , Series F Preferred Stock and
  Series G Preferred 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, Series F Preferred Stock or Series
  G Preferred 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, Series F Preferred
  Stock or Series G Preferred then outstanding, the Common Stock (other than
  the Class B Common Stock and the Voting Preference Common Stock), the
  Series F Preferred Stock and the Series G Preferred Stock shall be entitled
  to the number of votes set forth below and the number of votes or
  fractional votes to which each share of a particular class of Common Stock
  (other than the Class B Common Stock and the Voting Preference Common
  Stock), Series F Preferred Stock and Series G Preferred Stock shall be
  entitled shall be the quotient determined by dividing the aggregate number
  of votes to which the Common Stock (other than the Class B Common Stock and
  Voting Preference Common Stock), the Series F Preferred Stock and the
  Series G Preferred Stock is entitled by the number of shares of all Common
  Stock (other than the Class B Common Stock and Voting Preference Common
  Stock), Series F Preferred Stock and Series G Preferred Stock then
  outstanding. For purposes of such vote, the shares of Series F Preferred
  Stock and Series G Preferred Stock shall be entitled to the number of votes
  that the holders thereof would receive upon conversion of such shares into
  Common Stock. Except as otherwise required by law or provided herein, the
  Common Stock (other than the Class B Common Stock and Voting Preference
  Common Stock), the Series F Preferred Stock and the Series G Preferred
  Stock shall have 4,690,000 votes, the Voting Preference Common Stock shall
  have 5,010,000 votes and the Class B Common Stock shall have no votes.

     (ii) A quorum for the transaction of business shall be present when a
  majority of the shares of Voting Preference Common Stock outstanding as of
  the record date are present and when shares of all classes of Common Stock
  and Preferred Stock with at least 5,010,000 votes are present, except that
  with respect to actions requiring a majority vote of any of the Class A
  Common Stock, Class B Common Stock, Class C Common Stock, Class D Common
  Stock, Class E Common Stock, Class F Common Stock, Series A Preferred
  Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
  Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series
  G Preferred Stock, Series H Preferred Stock or Series I Preferred Stock,
  the presence of a majority of the outstanding shares of such class or
  series shall also be required for a quorum to be present. Except as
  otherwise required by law or provided herein, the majority vote of the
  Voting Preference Common Stock present at any meeting at which a quorum is
  present shall be sufficient to approve any action required to be approved
  by the holders of the Common Stock and Preferred Stock.

     (iii) In any matter requiring a separate class vote of holders 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 class shall be entitled to one
  vote per share.

     (iv) In the event that the Corporation shall have received an opinion of
  regulatory counsel of nationally recognized standing to the effect that the
  rules, regulations or policies of the Federal Communications Commission
  (the "FCC") permit the Class A Common Stock and the Voting Preference
  Common Stock (x) to be voted as a single class on all matters, (y) to be
  treated as a single class for purposes of all quorum requirements and (z)
  to have one vote per share, then, unless the Board of Directors of the
  Corporation shall have determined, within 30 days after the date of receipt
  of such opinion, that obtaining the FCC consent described below would be
  reasonably expected to have a significant detrimental effect on the
  Corporation, the Corporation shall, upon the affirmative vote of 66 2/3% or
  more of the Class A Common Stock, seek consent from the FCC to permit the
  Class A Common

                                      f-19
<PAGE>

  Stock and Voting Preference Common Stock to vote and act as a single class
  in the manner described above. From and after the date that such consent is
  obtained, the Class A Common Stock and the Voting Preference Common Stock
  shall be voted as a single class on all matters, shall be treated as a
  single class for purposes of all quorum requirements, and shall have one
  vote per share; provided, that the voting rights of the Class B Common
  Stock, Class C Common Stock, Class D Common Stock, Class E Common Stock,
  Class F Common Stock and the Preferred Stock shall remain unaffected.

     (v) 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 this Amended and Restated Certificate of Incorporation that
  adversely affects the powers, preferences or special rights of the holders
  of the Class B Common Stock.

     (vi) The holders of shares of Voting Preference Common Stock shall have
  the exclusive right, voting separately as a single class, to elect two
  directors to the Board of Directors of the Corporation. Each director so
  elected shall be entitled to 1/2 of a vote on all matters voted upon by the
  directors of the Corporation. The foregoing right to elect two directors
  may be exercised at any annual meeting of stockholders or a special meeting
  of stockholders or holders of Voting Preference Common Stock held for such
  purpose or any adjournment thereof, or by the written consent, delivered to
  the Secretary of the Corporation, of the holders of a majority of the
  issued and outstanding shares of Voting Preference Common Stock.
  Notwithstanding the foregoing, the holders of a majority of the shares of
  Voting Preference Common Stock shall have the right, exercisable at any
  time by written notice delivered to the Secretary of the Corporation, to
  surrender and cancel irrevocably all or a portion of such right to elect
  such directors. In the event any director so nominated by the holders of
  the Voting Preference Common Stock 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 remaining director shall be entitled to one vote and the
  voting rights of the holders of the shares of Voting Preference Common
  Stock set forth in this Section 4.12(e)(vi) shall terminate and be of no
  further force and effect. In the event the Corporation receives an opinion
  from regulatory counsel as described in subparagraph (c)(iv) of this
  Section, the voting rights of the holders of the shares of Voting
  Preference Common Stock set forth in this Section 4.12(e)(vi) shall
  terminate and be of no further force and effect.

   (d) Dissolution, Liquidation or Winding Up. Upon the dissolution,
liquidation or winding up of the Corporation, after any preferential amounts to
be distributed to the holders of the Preferred Stock and any other class or
series of stock having a preference over the Common Stock then outstanding have
been paid or declared and funds sufficient for the payment thereof in full set
apart for payment, (i) the holders of the TeleCorp Tracking Stock shall be
entitled to receive pro rata the TeleCorp Tracked Business Available
Liquidation Amount, (ii) the holders of the Tritel Tracking Stock shall be
entitled to receive pro rata the Tritel Tracked Business Available Liquidation
Amount and (iii) the holders of the Non-Tracked Common Stock shall be entitled
to receive pro rata the excess of (A) all the remaining assets of the
Corporation available for distribution to its stockholders over (B) the
TeleCorp Tracked Business Available Liquidation Amount plus the Tritel Tracked
Business Available Liquidation Amount.

   (e) Conversion.

     (i) Each share of Class B Common Stock may, at the option of the holder
  thereof, at any time, be converted into one fully paid and non-assessable
  share of Class A Common Stock.

     (ii) Each share of Class A Common Stock may, at the option of the holder
  thereof, at any time, be converted into one fully paid and non-assessable
  share of Class B Common Stock.

     (iii) In the event that the Corporation shall have received an opinion
  of regulatory counsel of nationally recognized standing to the effect that
  the rules, regulations or policies of the FCC permit the conversion of
  shares of Tracked Common Stock into Class A Common Stock or Class B Common
  Stock,

                                      f-20
<PAGE>

  then, unless the Board of Directors of the Corporation shall have
  determined, within 30 days after receipt of such opinion, that permitting
  such conversion would be reasonably expected to have a significant
  detrimental effect on the Corporation, each share of Class C Common Stock,
  Class D Common Stock, Class E Common Stock and Class F Common Stock shall,
  at the option of the holder thereof and upon the affirmative vote of 66
  2/3% or more of the Class A Common Stock, be converted into one fully paid
  and non-assessable share of Class A Common Stock or Class B Common Stock.

   4.13 Participating Stock.

   (a) Participating Stock

     (i) Changes in Capital Stock. The Corporation shall not effect any
  change in or reclassification of any class or series of the outstanding
  Participating Stock whether through stock dividends, stock splits, reverse
  stock splits, combinations or otherwise, without the payment to the
  Corporation of any consideration therefor in money, services or property,
  unless concurrently therewith the Corporation shall effect a corresponding
  change in each other class and series of the outstanding Participating
  Stock.

     (ii) Dividends and Distributions. The Corporation shall not declare or
  pay cash dividends on, or redeem, purchase or otherwise acquire for
  consideration, any shares of Participating Stock unless concurrently
  therewith the Corporation shall declare or pay cash dividends on, or
  redeem, purchase or otherwise acquire for consideration, as the case may
  be, on the same terms, all shares of Participating Stock ratably in
  accordance with the number of shares of each class and series of
  Participating Stock then outstanding.

     (iii) Notices. Any written notice or communication by the Corporation to
  holders of any class or series of Participating Stock shall be sent to all
  holders of Participating Stock.

   (b) Tritel Tracking Stock.

     (i) Changes in Capital Stock. The Corporation shall not effect any
  change in or reclassification of any class or series of the outstanding
  Tritel Tracking Stock, whether through stock dividends, stock splits,
  reverse stock splits, combinations or otherwise, without the payment to the
  Corporation of any consideration therefor in money, services or property,
  unless concurrently therewith the Corporation shall effect a corresponding
  change in each other class and series of the outstanding Tritel Tracking
  Stock.

     (ii) Dividends and Distributions. The Corporation shall not declare or
  pay cash dividends on, or redeem, purchase or otherwise acquire for
  consideration, any shares of Tritel Tracking Stock unless concurrently
  therewith the Corporation shall declare or pay cash dividends on, or
  redeem, purchase or otherwise acquire for consideration, as the case may
  be, on the same terms, all shares of Tritel Tracking Stock ratably in
  accordance with the number of shares of each class and series of Tritel
  Tracking Stock then outstanding.

     (iii) Notices. Any written notice or communication by the Corporation to
  holders of any class or series of Tritel Tracking Stock shall be sent to
  all holders of Tritel Tracking Stock.

   4.14 Exchange of Capital Stock. Notwithstanding any other provision of this
Amended and Restated Certificate of Incorporation to the contrary, in the event
that AT&T Wireless terminates its obligations under Section 8.6 of the
Stockholders Agreement pursuant to Section 8.8(c) thereof with respect to any
Overlap Territory (as defined therein) (any such termination being referred to
hereinafter as the "Exchange Event"), the following provisions shall apply:

   (a) Right to Exchange. The Corporation shall have the right, exercisable in
its sole discretion by written notice (the "Exchange Notice") given to the
Initial Holders and Section 4.14 Transferees within 60 days after the Exchange
Event, to:

                                      f-21
<PAGE>

     (i) require the Initial Holders and each Section 4.14 Transferee to
  exchange for an equivalent number of shares of Series H Preferred Stock
  either (A) all of the shares of Series A Preferred Stock then owned by the
  Initial Holders and each Section 4.14 Transferee or (B) a number of shares
  of Series A Preferred Stock then owned by each such holder equal to the
  product of (x) the number of shares of Series A Preferred Stock then owned
  by such holder multiplied by (y) a fraction, the numerator of which is
  equal to the number of POPs (as defined in the Stockholders Agreement) in
  the Overlap Territory and the denominator of which is equal to the total
  number of POPs in the Territory (as defined in the Stockholders Agreement);

     (ii) require the Initial Holders and each Section 4.14 Transferee to
  exchange, for a number of shares of Series H Preferred Stock determined in
  accordance with paragraph (b) below, either (A) all of the shares of
  capital stock of the Corporation received in exchange for TeleCorp Original
  Shares and that the Initial Holders or a Section 4.14 Transferee continues
  to own on the date of delivery of the Exchange Notice (any such shares
  being referred to hereinafter collectively as "TeleCorp Exchange Shares")
  or (B) a number of TeleCorp Exchange Shares equal to the product of (x) the
  number of TeleCorp Exchange Shares 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; provided, that (x) if the
  Corporation exercises its right under clause (i)(A) of this paragraph (a),
  it shall be required to exercise its right under clause (ii)(A) of this
  paragraph (a), and vice-versa; and if the Corporation exercises its right
  under clause (i)(B) of this paragraph (a), it shall be required to exercise
  its right under clause (ii)(B) of this paragraph (a), and vice-versa and
  (y) the provisions of this Section 4.14(a) shall not apply to any Section
  4.14 Transferee which is a Cash Equity Investor;

     (iii) require the Initial Holders and each Section 4.14 Transferee to
  exchange for an equivalent number of shares of Series I Preferred Stock
  either (A) all of the shares of Series B Preferred Stock then owned by the
  Initial Holders and each Section 4.14 Transferee or (B) a number of shares
  of Series B Preferred Stock then owned by each such holder equal to the
  product of (x) the number of shares of Series B Preferred Stock then owned
  by such holder multiplied by (y) a fraction, the numerator of which is
  equal to the number of POPs (as defined in the Stockholders Agreement) in
  the Overlap Territory and the denominator of which is equal to the total
  number of POPs in the Territory (as defined in the Stockholders Agreement);
  and

     (iv) require the Initial Holders and each Section 4.14 Transferee to
  exchange, for a number of shares of Series I Preferred Stock determined in
  accordance with paragraph (b) below, either (A) all of the shares of
  capital stock of the Corporation received in exchange for Tritel Original
  Shares and that the Initial Holders or a Section 4.14 Transferee continues
  to own on the date of delivery of the Exchange Notice (any such shares
  being referred to hereinafter collectively as "Tritel Exchange Shares") or
  (B) a number of Tritel Exchange Shares equal to the product of (x) the
  number of Tritel Exchange Shares 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; provided, that (x) if the Corporation
  exercises its right under clause (iii)(A) of this paragraph (a), it shall
  be required to exercise its right under clause (iv)(A) of this paragraph
  (a), and vice-versa; and if the Corporation exercises its right under
  clause (iii)(B) of this paragraph (a), it shall be required to exercise its
  right under clause (iv)(B) of this paragraph (a), and vice-versa and (y)
  the provisions of this Section 4.14(a) shall not apply to any Section 4.14
  Transferee which is a Cash Equity Investor. (TeleCorp Exchange Shares and
  Tritel Exchange Shares subject to exchange pursuant to this Section 4.14
  are hereinafter referred to collectively as "Exchange Shares.")

   (b) Number of Shares of Series H and I Preferred Stock Issuable in
Exchange. The number of shares of Series H Preferred Stock issuable in exchange
for TeleCorp Exchange Shares pursuant to clause (ii) of paragraph (a) above
shall be equal to the quotient of the aggregate purchase price paid by the
Initial Holders

                                      f-22
<PAGE>

for the TeleCorp Exchange Shares being exchanged, divided by $1,000. The number
of shares of Series I Preferred Stock issuable in exchange for Tritel Exchange
Shares pursuant to clause (iv) of paragraph (a) above shall be equal to the
quotient of the aggregate purchase price paid by the Initial Holders for the
Tritel Exchange Shares being exchanged, divided by $1,000.

   (c) Fractional Shares. Notwithstanding any other provision of this Amended
and Restated Certificate of Incorporation, the Corporation shall not be
required to issue fractions of shares upon exchange of any Exchange Shares or
to distribute certificates which evidence fractional shares. In lieu of
fractional shares, the Corporation may pay therefor, at the time of any
exchange of Exchange Shares as herein provided, an amount in cash equal to such
fraction multiplied by the Market Price of a share of Common Stock on such
date.

   (d) Mechanics of Exchange. The Exchange Notice shall specify the date fixed
for the exchange (the "Exchange Date"), which shall be at least ten but no more
than 60 days following delivery of the Exchange Notice, and the place
designated for exchange of the Exchange Shares pursuant to this Section 4.14.
Such notice will be sent by first class or registered mail, postage prepaid, to
the Initial Holders and each Section 4.14 Transferee at such holder's address
last shown on the records of the transfer agent for the Exchange Shares (or the
records of the Corporation if it serves as its own transfer agent). On or
before the Exchange Date, the Initial Holders and each Section 4.14 Transferee
shall surrender its certificate or certificates for all such shares to the
Corporation at the place designated in such notice. If required by the
Corporation, certificates surrendered for exchange shall be endorsed or
accompanied by a written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the Initial Holders and each
Section 4.14 Transferee or its attorney duly authorized in writing.

   (e) Termination of Rights. On and after the Exchange Date (whether or not
the applicable certificates have theretofore been surrendered), all rights with
respect to the Exchange Shares, including the rights, if any, to receive
notices and to vote, will terminate, except only the rights of the Initial
Holders and Section 4.14 Transferees to receive certificates for the number of
shares of Series H Preferred Stock or Series I Preferred Stock, as applicable,
into which such Exchange Shares have been exchanged, upon surrender of its
certificate or certificates therefor, and payment of any declared but unpaid
dividends thereon (which shall accrue and be payable at the times and on the
other terms applicable to such dividends when declared) and payment of any
deferred dividends in respect of Series A Preferred Stock and Series B
Preferred Stock which shall be payable as set forth in Section 4.3(b)(iii).
Within ten Business Days after the Exchange Date, the Corporation shall issue
and deliver to the Initial Holders and each Section 4.14 Transferee, or on its
written order to its nominees, a certificate or certificates for the number of
whole shares of Series H Preferred Stock or Series I Preferred Stock, as
applicable, issuable upon such exchange in accordance with the provisions
hereof, together with cash in lieu of fractional shares calculated in
accordance with paragraph (c) of this Section 4.14.

   (f) Reservation of Shares. The Corporation shall at all times reserve and
keep available for issuance upon the exchange of Exchange Shares the maximum
number of its authorized but unissued shares of Series H Preferred Stock and
Series I Preferred Stock as is reasonably anticipated to be sufficient to
permit the exchange of all outstanding Exchange Shares, and shall take all
action required to increase the authorized number of shares of Series H
Preferred Stock and Series I Preferred Stock if at any time there shall be
insufficient authorized but unissued shares of Series H Preferred Stock or
Series I Preferred Stock to permit such reservation or to permit the exchange
of all outstanding Exchange Shares.

   (g) Adjustments for Dividends. Upon any exchange of Exchange Shares, no
adjustment to the rate of conversion shall be made for accrued and unpaid
dividends (whether or not declared) on the Exchange Shares, as the case may be,
surrendered for exchange or on the Series H Preferred Stock or Series I
Preferred Stock delivered upon exchange.

   (h) No Exchange Charge or Tax. The issuance and delivery of certificates for
shares of Series H Preferred Stock or Series I Preferred Stock upon the
exchange of Exchange Shares shall be made without

                                      f-23
<PAGE>

charge to the Initial Holder for any issue or transfer tax, or other incidental
expense in respect of the issuance or delivery of such certificates or the
securities represented thereby, all of which taxes and expenses shall be paid
by the Corporation.

   4.15 Redemption of Capital Stock; FCC Approval.

   (a) Redemption. Notwithstanding any other provision of this Amended and
Restated Certificate of Incorporation to the contrary, outstanding shares of
capital stock of the Corporation held by Disqualified Holders shall always be
subject to redemption by the Corporation, by action of the Board of Directors,
if, in the judgment of the Board of Directors, such action should be taken,
pursuant to Section 151(b) of the GCL or any other applicable provision of law,
to the extent necessary to prevent the loss or secure the reinstatement of any
license or franchise from any governmental agency held by the Corporation or
any of its subsidiaries to conduct any portion of the business of the
Corporation or any of its subsidiaries, which license or franchise is
conditioned upon some or all of the holders of the Corporation's stock
possessing prescribed qualifications. The terms and conditions of such
redemption shall be as follows:

     (i) the redemption price of the shares to be redeemed pursuant to this
  Section 4.15 shall be equal to the lesser of (x) the Market Price or (y) if
  such stock was purchased by such Disqualified Holder within one year of the
  Section 4.15 Redemption Date, such Disqualified Holder's purchase price for
  such shares;

     (ii) the redemption price of such shares may be paid in cash, Redemption
  Securities or any combination thereof;

     (iii) if less than all the shares held by Disqualified Holders are to be
  redeemed, the shares to be redeemed shall be selected in such manner as
  shall be determined by the Board of Directors, which may include selection
  first of the most recently purchased shares thereof, selection by lot or
  selection in any other manner determined by the Board of Directors;

     (iv) at least 30 days' written notice of the Section 4.15 Redemption
  Date shall be given to the record holders of the shares selected to be
  redeemed (unless waived in writing by any such holder); provided, however,
  that only 10 days' written notice of the Redemption Date shall be given to
  record holders if the cash or Redemption Securities necessary to effect the
  redemption shall have been deposited in trust for the benefit of such
  record holders and subject to immediate withdrawal by them upon surrender
  of the stock certificates for their shares to be redeemed; provided,
  further, that the record holders of the shares selected to be redeemed may
  transfer such shares prior to the Section 4.15 Redemption Date to any
  holder that is not a Disqualified Holder and, thereafter, for so long as
  such shares are not held by a Disqualified Holder, such shares shall not be
  subject to redemption by the Corporation;

     (v) from and after the Section 4.15 Redemption Date, any and all rights
  of whatever nature (including without limitation any rights to vote or
  participate in dividends declared on stock of the same class or series as
  such shares) with respect to the shares selected from redemption held by
  Disqualified Holders on the Section 4.15 Redemption Date shall cease and
  terminate and such Disqualified Holders thenceforth shall be entitled only
  to receive the cash or Redemption Securities payable upon redemption; and

     (vi) such other terms and conditions as the Board of Directors shall
  determine.

   (b) FCC Approval. Notwithstanding anything herein to the contrary, if
Federal Communications Commission or other regulatory approval is required to
be obtained prior to the conversion of shares of any series or class of
Preferred Stock or Common Stock, the holder thereof may nevertheless elect to
convert any or all of its shares by written notice given to the Corporation in
accordance with the applicable provision hereof, provided, that such conversion
shall not become effective until the close of business on the date of the
receipt of the last of any such approvals and of the surrender of the
certificates representing the shares of the applicable Preferred Stock or
Common Stock to be converted, and the rights of the holder thereof shall

                                      f-24
<PAGE>

continue in full force and effect pending the receipt of all such approvals,
except that, in the case of the Series A Preferred Stock and the Series B
Preferred Stock, no dividends shall be payable in respect of the period
following the Series A Conversion Date or Series B Conversion Date,
respectively, unless the required approvals are not obtained and the conversion
has not been effected within one year of the Series A Conversion Date or the
Series B Conversion Date, as applicable, and the applicable conversion notice
is withdrawn, in which event the obligation to pay dividends from and after the
Series A Conversion Date or Series B Conversion Date shall be payable in
accordance with the terms of Section 4.3(b).

   4.16 Definitions. For the purposes of this Amended and Restated Certificate
of Incorporation, the following terms shall have the meanings indicated:

   "Affiliate" means, with respect to any Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with that Person. For purposes of this
definition, "control" (including the terms "controlling" and "controlled")
means the power to direct or cause the direction of the management and policies
of a Person, directly or indirectly, whether through the ownership of
securities or partnership or other ownership interests, by contract or
otherwise.

   "Appraisal Procedure" means the following procedure for determining the
Market Price, for the purpose of calculating the Series A Conversion Rate or
Series B Conversion Rate, in the event that the shares of Class A Common Stock
are not listed or admitted for trading on any national securities exchange and
are not quoted on NASDAQ or any similar service:

     (i) Two independent accounting or investment banking firms of nationally
  recognized standing (each, an "Appraiser"), one chosen by the Corporation
  and one chosen by the holders of a majority of the outstanding shares of
  Series A Preferred Stock and the Series B Preferred Stock, as the case may
  be, shall each determine and attempt to mutually agree upon, the Market
  Price. Each party shall deliver a notice to the other appointing its
  Appraiser within 15 days after the applicable notice and surrender pursuant
  to Section 4.3(e)(iv). If either the Corporation or such holders fail to
  appoint an appraiser within such 15-day period, the Market Price shall be
  determined by the Appraiser that has been so appointed.

     (ii) If within 30 days after appointment of the two Appraisers they are
  unable to agree upon the Market Price, an independent accounting or
  investment banking firm of nationally recognized standing shall within ten
  days thereafter be chosen to serve as a third Appraiser by the mutual
  consent of such first two Appraisers. The determination of the Market Price
  by the third Appraiser so appointed and chosen shall be made within 30 days
  after the selection of such third Appraiser.

     (iii) If three Appraisers shall be appointed and the determination of
  one Appraiser is disparate from the middle determination by more than twice
  the amount by which the other determination is disparate from the middle
  determination, then the determination of such Appraiser shall be excluded,
  the remaining two determinations shall be averaged, and such average shall
  be binding and conclusive on the Corporation and the holders of the Series
  A Preferred Stock and the Series B Preferred Stock; as the case may be,
  otherwise the average of all three determinations shall be binding and
  conclusive on the Corporation and the holders of the Series A Preferred
  Stock and the Series B Preferred Stock, as the case may be.

     (iv) In connection with any appraisal conducted pursuant to this
  Appraisal Procedure, the Appraiser shall adhere to the guidelines provided
  in the definition of "Market Price" set forth below, including the proviso
  thereto.

     (v) The fees and expenses of each Appraiser shall be borne by the
  Corporation.

   "AT&T Wireless" shall mean AT&T Wireless PCS, LLC, a Delaware limited
liability company.

   "Board of Directors" has the meaning specified in Section 4.2(a).


                                      f-25
<PAGE>

   "Business Day" shall mean any day other than a Saturday, Sunday or other day
on which commercial banks in the City of New York are authorized or required by
law or executive order to close.

   "Class A Common Stock" has the meaning specified in Section 4.1.

   "Class B Common Stock" has the meaning specified in Section 4.1.

   "Class C Common Stock" has the meaning specified in Section 4.1.

   "Class D Common Stock" has the meaning specified in Section 4.1.

   "Class E Common Stock" has the meaning specified in Section 4.1.

   "Class F Common Stock" has the meaning specified in Section 4.1.

   "Closing Price" shall mean, with respect to each share of any class or
series of capital stock for any day, (i) the last reported sale price regular
way or, in case no such sale takes place on such day, the average of the
closing bid and asked prices regular way, in either case as reported on the
principal national securities exchange on which such class or series of capital
stock is listed or admitted for trading or (ii) if such class or series of
capital stock is not listed or admitted for trading on any national securities
exchange, the last reported sale price or, in case no such sale takes place on
such day, the average of the highest reported bid and the lowest reported asked
quotation for such class or series of capital stock, in either case as reported
on NASDAQ or a similar service if NASDAQ is no longer reporting such
information.

   "Common Stock" has the meaning specified in Section 4.1.

   "Disqualified Holder" shall mean any holder of shares of capital stock of
the Corporation whose holding of such stock, either individually or when taken
together with the holding of shares of capital stock of the Corporation by any
other holders, may result, in the judgment of the Board of Directors, in the
loss of, or the failure to secure the reinstatement of, any license or
franchise from any governmental agency held by the Corporation or any of its
subsidiaries or affiliates to conduct any portion of the business of the
Corporation or any of its subsidiaries or affiliates.

   "Dividend Payment Date" shall mean the last day of each March, June,
September and December, except that if any Dividend Payment Date is not a
Business Day, then the next succeeding Business Day shall be the Dividend
Payment Date.

   "Fully Diluted Basis" shall mean, with respect to the outstanding shares of
Common Stock, the number of shares of Common Stock outstanding assuming the
conversion of all outstanding convertible securities (other than the Series A
Preferred Stock and Series B Preferred Stock) and the exercise of all
outstanding warrants, options or other rights to subscribe for or purchase any
shares of Common Stock.

   "Initial Holder" means AT&T Wireless PCS, LLC, a Delaware limited liability
company and/or any of their respective Affiliates that is a Subsidiary of AT&T
Corp.

   "Invested Amount" means, as of any date with respect to each share of Series
C Preferred Stock held by any stockholder, an amount equal to the quotient of
(i) the aggregate paid-in capital actually paid with respect to all shares of
Series C Preferred Stock held by such stockholder as of such date, or any
Predecessor Stock exchanged therefor, divided by (ii) the total number of
shares of Series C Preferred Stock held by such stockholder.

   "Junior Stock" shall mean, with respect to shares of Series A Preferred
Stock, Series B Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock, any capital stock of the Corporation, including without limitation the
Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock,
Series F Preferred

                                      f-26
<PAGE>

Stock, Series G Preferred Stock and the Common Stock, ranking junior to the
Series A Preferred Stock, Series B Preferred Stock, Series H Preferred Stock or
Series I Preferred Stock, as the case may be, with respect to dividends,
distribution in liquidation or any other preference, right or power.

   "Liquidation Preference" shall mean, as of any date, and subject to
adjustment for subdivisions or combinations affecting the number of shares of
the applicable series of Preferred Stock:

     (i) with respect to each share of Series A Preferred Stock and Series B
  Preferred Stock, $1,000 plus accrued and unpaid dividends thereon, and,
  with respect to shares of Series A Preferred Stock and Series B Preferred
  Stock received in exchange for any Predecessor Stock, $1,000 plus accrued
  and unpaid dividends from the date when such Predecessor Stock was issued.

     (ii) with respect to each share of Series C Preferred Stock, the
  Invested Amount plus accrued and unpaid dividends on such share (if any),
  plus an amount equal to interest on the Invested Amount at the rate of six
  percent (6%) per annum, compounded quarterly, less the amount of dividends
  (if any) theretofore declared and paid in respect of such share;

     (iii) with respect to each share of Series D Preferred Stock, $1,000
  plus accrued and unpaid dividends thereon (if any), plus an amount equal to
  interest on $1,000 at the rate of six percent (6%) per annum, compounded
  quarterly, from the date of issuance of such share and, with respect to
  shares of Series D Preferred Stock received in exchange for any Predecessor
  Stock, the date when such Predecessor Stock was issued, to and including
  the date of the calculation, less the amount of dividends (if any)
  theretofore declared and paid in respect of such share;

     (iv) with respect to each share of Series E Preferred Stock, accrued and
  unpaid dividends thereon (if any), plus an amount equal to interest on
  $1,000 at the rate of six percent (6%) per annum, compounded quarterly,
  from the date of issuance of such share and, with respect to shares of
  Series E Preferred Stock received in exchange for any Predecessor Stock,
  the date when such Predecessor Stock was issued, to and including the date
  of the calculation, less the amount of dividends (if any) theretofore
  declared and paid in respect of such share;

     (v) with respect to each share of Series F Preferred Stock, $.000032
  plus accrued and unpaid dividends thereon;

     (vi) with respect to each share of Series G Preferred Stock, $1,000 plus
  declared but unpaid dividends thereon (if any), plus an amount equal to
  interest on $1,000 at the rate of six and one-half percent (6.5%) per
  annum, compounded quarterly, from the date of issuance of such share, with
  respect to shares of Series G Preferred Stock received in exchange for any
  Predecessor Stock, the date when such Predecessor Stock was issued, to and
  including the date of calculation; and

     (vii) with respect to each share of Series H Preferred Stock, $1,000
  plus accrued and unpaid dividends thereon.

     (viii) with respect to each share of Series I Preferred Stock, $1,000
  plus accrued and unpaid dividends thereon.

   "Market Price" shall mean, with respect to each share of any class or series
of capital stock for any day, (i) the average of the daily Closing Prices for
the ten consecutive trading days commencing 15 days before the day in question
or (ii) if on such date the shares of such class or series of capital stock are
not listed or admitted for trading on any national securities exchange and are
not quoted on NASDAQ or any similar service, the cash amount that a willing
buyer would pay a willing seller (neither acting under compulsion) in an arm's-
length transaction without time constraints per share of such class or series
of capital stock as of such date, viewing the Corporation on a going concern
basis, as determined (A) in the case of a determination of "Market Price" for
the purpose of calculating the Series A Conversion Rate or Series B Conversion
Rate, as the case may be, pursuant to the Appraisal Procedure and (B) in the
case of a determination of Market Price for

                                      f-27
<PAGE>

any other purpose, in good faith by the Board of Directors, whose determination
shall be conclusive; provided that, in determining such cash amount, the
following shall be ignored: (i) any contract or legal limitation in respect of
shares of Common Stock or Preferred Stock, including transfer, voting and other
rights, (ii) the "minority interest" or "control" status of shares of Common
Stock into which shares of Series A Preferred Stock or Series B Preferred
Stock, as the case may be, would be converted, and (iii) any illiquidity
arising by contract in respect of the shares of Common Stock and any voting
rights or control rights amongst the stockholders.

   "NASDAQ" shall mean the National Association of Securities Dealers Automated
Quotations System.

   "Non-Tracked Common Stock" has the meaning specified in Section 4.12(a).

   "Non-Tracked Business Available Dividend Amount" has the meaning specified
in Section 4.12(b)(i).

   "Optional Conversion Date" has the meaning specified in 4.8(e)(ii).

   "Parity Stock" shall mean, with respect to shares of Series A Preferred
Stock, Series B Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock, any capital stock of the Corporation ranking on a parity with the Series
A Preferred Stock, Series B Preferred Stock, Series H Preferred Stock, or
Series I Preferred Stock, as the case may be, with respect to dividends,
distribution in liquidation or any other preference, right or power.

   "Participating Stock" shall mean, collectively, the Series F Preferred
Stock, the Series G Preferred Stock and the Non-Tracked Common Stock.

   "Person" shall mean any individual, firm, corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
governmental agency or political subdivision thereof or other entity of any
kind, and shall include any successor (by merger or otherwise) of such entity.

   "Preferred Stock" has the meaning specified in Section 4.1.

   "Predecessor Stock" shall mean any share of Class A Voting Common Stock,
Class B Non-Voting Common Stock, Class C Common Stock, Class D Common Stock,
Voting Preference Common Stock, Series A Convertible Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E
Preferred Stock, or Series F Preferred Stock of TeleCorp PCS, Inc. or any share
of Class A Voting Common Stock, Class B Non-Voting Common Stock, Class C Common
Stock, Class D Common Stock, Voting Preference Stock, Series A Convertible
Preferred Stock, Series B Preferred Stock, Series C Convertible Preferred Stock
and Series D Preferred Stock of Tritel, Inc.

   "Qualified Transfer" shall mean a sale, transfer or other disposition of
shares of Series A Preferred Stock or Series B Preferred Stock to any
prospective transferee specified in a Qualified Transfer Notice, other than a
prospective transferee as to which the Corporation disapproves in accordance
with the terms of the second sentence of Section 4.3(j), provided such sale,
transfer or other disposition is made pursuant to a binding agreement entered
into no later than 180 days after the applicable Qualified Transfer Notice is
given.

   "Qualified Transferee" shall mean, with respect to any shares of Series A
Preferred Stock or Series B Preferred Stock, (i) any Cash Equity Investor that
acquired such shares pursuant to Section 4.2 of the Stockholders Agreement or
(ii) any other holder that acquired such shares in a Qualified Transfer from an
Initial Holders or Qualified Transferee.

   "Qualified Transfer Notice" has the meaning specified in Section 4.3(i)(x).

                                      f-28
<PAGE>

   "Redemption Securities" shall mean any debt or equity securities of the
Corporation, any of its subsidiaries or affiliates or any other corporation, or
any combination thereof, having such terms and conditions as shall be approved
by the Board of Directors and which, together with any cash to be paid as part
of the redemption price payable pursuant to Section 4.15, in the opinion of any
nationally recognized investment banking firm selected by the Board of
Directors (which may be a firm which provides investment banking, brokerage or
other services to the Corporation), has a value, at the time notice of
redemption is given pursuant to Section 4.15(d) at least equal to the price
required to be paid pursuant to Section 4.15(a) (assuming, in the case of
Redemption Securities to be publicly traded, that such Redemption Securities
were fully distributed and subject only to normal trading activity).

   "Section 4.15 Transferee" shall mean any transferee of shares of (i) Series
A Convertible Preferred Stock, Series D Preferred Stock and Series F Preferred
Stock of TeleCorp PCS, Inc. issued to the Initial Holder on July 17, 1998 or
any capital stock of Holding Company exchanged therefor (or any shares of
Common Stock into which any such shares are converted) or (ii) Series A
Convertible Preferred Stock or Series D Convertible Preferred Stock of Tritel,
Inc. issued to an Initial Holder on January 7, 1999 or any capital stock of
Holding Company exchanged therefor (or any shares of Common Stock into which
any such shares are converted) that are acquired in a private transaction.

   "Section 4.15 Redemption Date" shall mean the date fixed by the Board of
Directors for the redemption of any shares of stock of the Corporation pursuant
to Section 4.15.

   "Senior Stock" shall mean, with respect to shares of Series A Preferred
Stock, Series B Preferred Stock, Series H Preferred Stock or Series I Preferred
Stock, as the case may be, any capital stock of the Corporation ranking senior
to the Series A Preferred Stock, Series B Preferred Stock, Series H Preferred
Stock or Series I Preferred Stock, as the case may be, with respect to
dividends, distribution in liquidation or any other preference, right or power.

   "Series A Conversion Date" has the meaning specified in Section 4.3(i)(iv).

   "Series A Conversion Rate" shall mean, as of any date of determination, a
fraction in which the numerator is the Liquidation Preference of one share of
Series A Preferred Stock as of such date, and the denominator is the Market
Price of Class A Common Stock as of such date.

   "Series A Preferred Stock" has the meaning specified in Section 4.1.

   "Series A Redemption Price" has the meaning specified in Section 4.3(e)(i).

   "Series B Conversion Rate" shall mean, as of any date of determination, a
fraction in which the numerator is the Liquidation Preference of one share of
Series B Preferred Stock as of such date, and the denominator is the Market
Price of Class A Common Stock as of such date.

   "Series B Redemption Price" the Liquidation Preference of the Series B
Preferred Stock as of any applicable redemption date.

   "Series B Preferred Stock" has the meaning specified in Section 4.1.

   "Series C Preferred Stock" has the meaning specified in Section 4.1.

   "Series C Redemption Price" has the meaning specified in 4.5(e)(i).

   "Series D Preferred Stock" has the meaning specified in Section 4.1.

                                      f-29
<PAGE>

   "Series D Redemption Price" has the meaning specified in Section 4.5(e)(i).

   "Series E Preferred Stock" has the meaning specified in Section 4.1.

   "Series F Preferred Stock" has the meaning specified in Section 4.1.

   "Series G Preferred Stock" has the meaning specified in Section 4.1.

   "Series H Preferred Stock" has the meaning specified in Section 4.1.

   "Series I Preferred Stock" has the meaning specified in Section 4.1.

   "Statutory Liquidation" means the liquidation of the Corporation pursuant to
Section 275 of the GCL, as amended.

   "Stockholders Agreement" means the Stockholders Agreement by and among the
Corporation, and the other stockholders of the Corporation named therein, dated
as of      , 2000, as the same may be amended, modified or supplemented in
accordance with the terms thereof, a copy of which is available for inspection
by any stockholder at the principal executive offices of the Corporation.

   "Subsidiary" shall mean, with respect to any Person, a corporation or other
entity of which 50% or more of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.

   "TeleCorp Common Stock" shall mean the Class A Voting Common Stock, $.01 par
value per share, the Class B Non-Voting Common Stock, $.01 par value per share,
the Class C Common Stock, $.01 par value per share, and the Class D Common
Stock, $.01 par value per share, and the Voting Preference Common Stock, $.01
par value per share, of TeleCorp PCS, Inc.

   "TeleCorp Exchange Shares" shall have the meaning set forth in Section
4.14(a)(ii).

   "Tritel Exchange Shares" shall have the meaning set forth in Section
4.14(a)(iv).

   "TeleCorp Holding" shall mean TeleCorp Holding Corp., Inc., a Delaware
corporation, or any successor thereto.

   "TeleCorp Original Shares" shall mean (i) the TeleCorp Common Stock held by
the Initial Holders and TWR Cellular, Inc. on July 17, 1998, (ii) the Series D
Preferred Stock, $.01 par value per share, of TeleCorp PCS, Inc. held by the
Initial Holders and TWR Cellular Inc. on July 17, 1998, or any TeleCorp Common
Stock into which such shares were converted and (iii) the Series F Preferred
Stock, $.01 par value per share, of TeleCorp PCS, Inc. held by the Initial
Holders and TWR Cellular Inc. on July 17, 1998, or any TeleCorp Common Stock
into which such shares were converted.

   "TeleCorp Tracking Stock" shall have the meaning set forth in Section
4.12(b)(ii).

   "TeleCorp Tracked Business Available Dividend Amount" shall mean, on any
date, the excess (if any) of (i) the fair market value of the total assets of
TeleCorp Holding (including, without limitation, investments held by TeleCorp
Holding), less the total amount of the liabilities of TeleCorp Holding, in each
case as of such date determined in accordance with generally accepted
accounting principles, over (ii) the aggregate par value of, or any greater
amount determined in accordance with GCL to be capital in respect of, all
outstanding shares of the TeleCorp Tracking Stock.

                                      f-30
<PAGE>

   "TeleCorp Tracked Business Available Liquidation Amount" shall mean, on any
date, the fair market value of the total assets of TeleCorp Holding
(including, without limitation, investments held by TeleCorp Holding, less the
total amount of the liabilities of TeleCorp Holding, in each case as of such
date determined in accordance with generally accepted accounting principles.

   "Tracked Business Available Dividend Amount" shall mean the aggregate of
the TeleCorp Tracked Business Available Dividend Amount plus the Tritel
Tracked Business Available Dividend Amount.

   "Tracked Common Stock" has the meaning specified in Section 4.12(a).

   "Tritel Common Stock" shall mean the Class A Voting Common Stock, $.01 par
value per share, the Class B Non-Voting Common Stock, $.01 par value per
share, the Class C Common Stock, $.01 par value per share, and the Class D
Common Stock, $.01 par value per share, and the Voting Preference Common
Stock, $.01 par value per share, of Tritel PCS, Inc.

   "Tritel Holding" shall mean Tritel C/F Holding Corp., a Delaware
corporation, or any successor thereto.

   "Tritel Original Shares" shall mean the Series D Preferred Stock, $.01 par
value, of Tritel PCS, Inc. owned by the Initial Holders and TWR Cellular Inc.
on January 7, 1999, or any shares of Tritel Series C Preferred Stock or Tritel
Common Stock into which such shares or any shares of Tritel Series A Preferred
Stock or Tritel Series C Preferred Stock were converted.

   "Tritel Series A Preferred Stock" shall mean the Series A Convertible
Preferred Stock, $.01 par value, of Tritel PCS, Inc.

   "Tritel Series C Preferred Stock" shall mean the Series C Convertible
Preferred Stock, $.01 par value, of Tritel PCS, Inc.

   "Tritel Tracking Stock" shall have the meaning set forth in Section
4.12(b)(iii).

   "Tritel Tracked Business Available Dividend Amount" shall mean, on any
date, the excess (if any) of (i) the fair market value of the total assets of
Tritel Holding (including, without limitation, investments held by Tritel
Holding), less the total amount of the liabilities of Tritel Holding, in each
case as of such date determined in accordance with generally accepted
accounting principles, over (ii) the aggregate par value of, or any greater
amount determined in accordance with GCL to be capital in respect of, all
outstanding shares of the Tritel Tracking Stock.

   "Tritel Tracked Business Available Liquidation Amount" shall mean, on any
date, the fair market value of the total assets of Tritel Holding (including,
without limitation, investments held by Tritel Holding, less the total amount
of the liabilities of Tritel Holding, in each case as of such date determined
in accordance with generally accepted accounting principles.

                                   ARTICLE V

   Election of Directors need not be by written ballot.

                                  ARTICLE VI

   6.1 Amendment of Amended and Restated Certificate of Incorporation.

   Subject to the separate class vote requirements relating to any class or
series of Preferred Stock, the holders of shares of capital stock representing
at least two-thirds (2/3) of the votes entitled to be cast for the

                                     f-31
<PAGE>

election of directors of the Corporation, voting together as a single class,
in person or by proxy, at a special or annual meeting of stockholders called
for the purpose, or by written consent, may amend, alter or repeal this
Amended and Restated Certificate of Incorporation.

   6.2 Amendment of the Bylaws. Except as otherwise provided by law or by this
Amended and Restated Certificate of Incorporation, the Bylaws of the
Corporation, as from time to time altered or amended, may be made, altered or
amended by the holders of shares of capital stock representing at least two-
thirds ( 2/3) of the votes entitled to be cast for the election of directors
of the Corporation, voting together as a single class, in person or by proxy
at any annual or special meeting of the stockholders called for such purpose,
of which the notice shall specify the subject matter of the proposed
alteration or amendment or new bylaw or the article or articles to be affected
thereby, or by written consent of such holders having such requisite number of
votes. The Bylaws may also be made, altered or amended by a majority of the
whole number of directors then in office. Notwithstanding anything to the
contrary contained in this Section 6.2, the rights of any Stockholder (as such
term is defined in the Stockholders Agreement) or group of Stockholders under
Section 2.11(b) of the Bylaws shall not be amended, altered or repealed
without the prior written approval of any such Stockholder or group of
Stockholders, as the case may be.

                                  ARTICLE VII

   7.1 Indemnification. 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 (a "Proceeding"), whether civil, criminal, administrative, or
investigative (whether or not by or in the right of the Corporation), by
reason of the fact that such person, or a person of whom such person is the
legal representative, is or was a director, officer, incorporator, employee,
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, incorporator, employee, partner, trustee,
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise (an "Other Entity"), shall be entitled to be
indemnified by the Corporation to the full extent then permitted by law
against expenses (including counsel fees and disbursements), judgments, fines
(including excise taxes assessed on a person with respect to an employee
benefit plan), and amounts paid in settlement incurred by him in connection
with such Proceeding. Persons who are not Directors or officers of the
Corporation may be similarly indemnified in respect of service to the
Corporation or to an Other Entity at the request of the Corporation to the
extent the Board of Directors at any time specifies that such persons are
entitled to the benefits of this Article VII.

   7.2 Advancement of Expenses. The Corporation shall, from time to time,
reimburse or advance to any Director or officer or other person entitled to
indemnification hereunder the funds necessary for payment of expenses,
including attorneys' fees and disbursements, incurred in connection with any
Proceeding, in advance of the final disposition of such Proceeding; provided,
however, that, if (and only if) required by the GCL, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition of a Proceeding only upon receipt by the Corporation
of an undertaking, by or on behalf of such Director or officer (or other
person indemnified hereunder), to repay any such amount so advanced if it
shall ultimately be determined by final judicial decision from which there is
no further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

   7.3 Rights Not Exclusive. The rights to indemnification and reimbursement
or advancement of expenses provided by, or granted pursuant to, this Article
VII shall not be deemed exclusive of any other rights to which a person
seeking indemnification or reimbursement or advancement of expenses may have
or hereafter be entitled under any statute, this Amended and Restated
Certificate of Incorporation, the Bylaws, any agreement, any vote of
stockholders or disinterested Directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding
such office.

                                     f-32
<PAGE>

   7.4 Continuing Rights. The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Article VII
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder), shall inure to the benefit of the
executors, administrators, legatees and distributees of such person, and in
either case, shall inure whether or not the claim asserted is based on matters
which antedate the adoption of this Article VII.

   7.5 Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether
or not the Corporation would have the power to indemnify such person against
such liability under the provisions of this Article VII, the Bylaws or under
Section 145 of the GCL or any other provision of law.

   7.6 Contract Rights; No Repeal. The provisions of this Article VII shall be
a contract between the Corporation, on the one hand, and each Director and
officer who serves in such capacity at any time while this Article VII is in
effect and any other person indemnified hereunder, on the other hand, pursuant
to which the Corporation and each such Director, officer, or other person
intend to be legally bound. No repeal or modification of this Article VII shall
affect any rights or obligations with respect to any state of facts then or,
heretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.

   7.7 Enforceability; Burden of Proof. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article VII shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any court of
competent jurisdiction. The burden of proving that such indemnification or
reimbursement or advancement of expenses is not appropriate shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel and its stockholders) to have made a
determination prior to the commencement of such action that such
indemnification or reimbursement or advancement of expenses is proper in the
circumstances nor an actual determination by the Corporation (including its
Board of Directors, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such Proceeding.

   7.8 Service at the Request of the Corporation. Any Director or officer of
the Corporation serving in any capacity in (a) another corporation of which a
majority of the shares entitled to vote in the election of its directors is
held, directly or indirectly, by the Corporation or (b) any employee benefit
plan of the Corporation or any corporation referred to in clause (a) shall be
deemed to be doing so at the request of the Corporation.

   7.9 Right to Be Covered by Applicable Law. Any person entitled to be
indemnified or to reimbursement or advancement of expenses as a matter of right
pursuant to this Article VII may elect to have the right to indemnification or
reimbursement or advancement of expenses interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the applicable Proceeding, to the extent permitted by law, or on
the basis of the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought. Such election shall be
made, by a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of expenses is sought; provided, however, that if
no such notice is given, the right to indemnification or reimbursement or
advancement of expenses shall be determined by the law in effect at the time
indemnification or reimbursement or advancement of expenses is sought.

                                      f-33
<PAGE>

   7.10 Section 203 Election. The Corporation elects not to have Section 203 of
the GCL govern the issuance of capital stock of the Corporation to (a) AT&T
Wireless or its Affiliates, (b) Gerald T. Vento or (c) Thomas H. Sullivan.

                                  ARTICLE VIII

   No Director of the Corporation shall be liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
Director, provided that this provision does not eliminate the liability of the
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 GCL or (iv) for any transaction from which the
Director derived an improper personal benefit. For purposes of the prior
sentence, the term "damages" shall, to the extent permitted by law, include
without limitation, any judgment, fine, amount paid in settlement, penalty,
punitive damages, excise or other tax assessed with respect to an employee
benefit plan, or expense of any nature (including, without limitation, counsel
fees and disbursements). Each person who serves as a Director of the
Corporation while this Article VIII is in effect shall be deemed to be doing so
in reliance on the provisions of this Article VIII, and neither the amendment
or repeal of this Article VIII, nor the adoption of any provision of this
Amended and Restated Certificate of Incorporation inconsistent with this
Article VIII, shall apply to or have any effect on the liability or alleged
liability of any Director of the Corporation for, arising out of, based upon,
or in connection with any acts or omissions of such Director occurring prior to
such amendment, repeal, or adoption of an inconsistent provision. The
provisions of this Article VIII are cumulative and shall be in addition to and
independent of any and all other limitations on or eliminations of the
liabilities of Directors of the Corporation, as such, whether such limitations
or eliminations arise under or are created by any law, rule, regulation, bylaw,
agreement, vote of stockholders or disinterested Directors, or otherwise.

                                   ARTICLE IX

   9.1 Number, Terms and Election of Directors.

   (a) Subject to the rights, if any, of the holders of any class or series of
Preferred Stock to elect additional directors under specified circumstances,
the number of directors of the Corporation shall be fixed and may be increased
or decreased from time to time by the Board of Directors, but in no case shall
the number be less than one nor more than fifteen.

   (b) The directors, other than the directors designated by the holders of the
Voting Preference Common Stock pursuant to Section 3.1(e) of the Stockholders'
Agreement (the "Voting Preference Directors"), shall be divided into three
classes, as nearly equal in number as possible, by the affirmative vote (which
vote may be taken prior to such closing) of a majority of the directors then
holding office. One class of directors shall be appointed to the Board of
Directors for a term expiring at the first annual meeting of stockholders to be
held after the filing of this Amended and Restated Certificate of
Incorporation, another class of directors shall be appointed to the Board of
Directors for a term expiring at the second annual meeting of stockholders to
be held after the filing of this Amended and Restated Certificate of
Incorporation, and another class of directors shall be appointed to the Board
of Directors for a term expiring the third annual meeting of stockholders to be
held after the filing of this Amended and Restated Certificate of
Incorporation, with members of each class to hold office until their successors
are elected and qualified. At each succeeding annual meeting of the
stockholders of the Corporation, the successors of the class of directors whose
term expires at that meeting shall be elected by plurality vote of all votes
cast at such meeting to hold office for a term expiring at the annual meeting
of stockholders held in the third year following their year of election. The
Voting Preference Directors shall be elected to the Board of Directors for a
one year term expiring at each annual meeting.

                                      f-34
<PAGE>

   9.2 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, newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled solely by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the board of directors, or by a sole
remaining director. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of an incumbent director.

   9.3 Removal. 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 with or without cause in the following manner. At any
annual meeting 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 with or without cause.

   9.4 Additional Rights of Certain Stockholders Regarding
Directors. Notwithstanding anything to the contrary contained in this Article
IX, 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 Amended and Restated Certificate of Incorporation (including,
without limitation, the right of the Initial Holders to nominate a director
pursuant to Section 4.3(d)(iii) and Section 4.4 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 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 or for any other reason) shall be
filled in accordance with the terms of the Stockholders' Agreement or this
Amended and Restated Certificate of Incorporation, as the case may be.

   IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed
this Amended and Restated Certificate of Incorporation this    day of      ,
2000.

                                             _______________________________
                                             Name:
                                             Title:

                                      f-35
<PAGE>

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

                                                                    ANNEX G


                             HOLDING COMPANY, INC.

                                     BYLAWS

                           ADOPTED AS OF      , 2000


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                     BYLAWS

                             HOLDING COMPANY, INC.

                                   ARTICLE 1.

                                  STOCKHOLDERS

   1.1 Annual Meeting. 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
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.

   At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before an annual meeting. To be
properly brought before an annual meeting, business must be (i) specified in
the notice of the meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise properly brought before the
meeting by or at the direction of the Board of Directors or (iii) otherwise
properly brought before the meeting by a stockholder of the Corporation who was
stockholder of record at the time of giving of notice provided for in this
Section, who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation at
the principal executive office of the corporation. To be timely, a
stockholder's notice shall be delivered not less than 90 days prior to the
first anniversary of the preceding year's meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date, notice by the
stockholder, to be timely, must be so delivered not later than the 10th day
following the day on which Public Announcement (as defined below) of the date
of such meeting is first made.

   Such stockholder's notice shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the meeting and the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (ii) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the proposal is made (A) the name and
address of such stockholder, as they appear on the Corporation's books, and the
name and address of such beneficial owner 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; and (iii) in the event that such
business includes a proposal to amend either the Certificate of Incorporation
or the Bylaws of the Corporation, the language of the proposed amendment.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the preceding
paragraph, and the Chairman of the Board or other person presiding at an annual
meeting of stockholders, may refuse to permit any business to be brought before
an annual meeting without compliance with the foregoing procedures. "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 Sections 13, 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). In addition to the provisions of this
paragraph, 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 Section 1.1. Nothing in these Bylaws shall be deemed
to affect any rights of the Stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act.

   1.2 Special Meetings. 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). A special meeting shall be called

                                      G-1
<PAGE>

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 or by a request of a majority of the Board of
Directors. If the Chairman of the Board, the President or the Secretary shall
fail to so call such meeting within 20 days after receipt of such request, any
stockholder or member of the Board of Directors 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.

   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 nor more than 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: Voting. Except as otherwise required by law or by the
Corporation's Certificate of Incorporation, as then amended and in effect (the
"Certificate of Incorporation"), at any meeting of the stockholders, a majority
of all shares issued and outstanding and entitled to vote upon a question to be
considered at the meeting shall constitute a quorum when represented at such
meeting by the holders thereof in person or by their duly constituted and
authorized attorney or attorneys, but holders of a lesser interest may adjourn
any meeting from time to time, and the meeting may be held as adjourned without
further notice. When a quorum is present at any meeting, a majority of the
stock so represented thereat and voting on any question brought before such
meeting shall be determinative, except where a larger vote is required by law,
by the Certificate of Incorporation or by these by-laws, and except that the
vote required for the election of directors shall be as set forth in the
Certificate of Incorporation.

   Except as set forth in the 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
next preceding the day on which notice of the meeting is given, or, if notice
is waived, at the close of business on the day next preceding the day on which
the meeting is held.

   1.5 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.

   1.6 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

                                      G-2
<PAGE>

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 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.

   1.7 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 and express such consent or dissent for him by proxy. No such proxy
shall be voted or acted upon after the expiration of three 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 another duly executed proxy bearing a later date with the
Secretary.

   1.8 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 President 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, in the
absence of the 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.

   1.9 Consent of Stockholders in Lieu of Meeting. To the fullest extent
permitted by law, whenever the vote of the stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporate
action, such action may be taken without a meeting, without prior notice and
without a vote of stockholders, if the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted shall consent in writing to such corporate action being
taken. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not so consented in writing.

                                   ARTICLE 2.

                               BOARD OF DIRECTORS

   2.1 General Powers. Except as may otherwise be provided by law, by the
Certificate of Incorporation or by these Bylaws, the property, affairs and
business of the Corporation shall be managed by or under the direction of the
Board of Directors and the Board of Directors may exercise all the powers of
the Corporation.

   2.2 Number; Election; Term of Office; Removal. The classification of the
board of directors, the term of each class of directors, the manner of election
and removal of directors and the filling of newly created directorships and
vacancies on the Board shall be as set forth in the Certificate of
Incorporation. Each Director (whenever elected) shall

hold office until his successor has been duly elected and qualified, or until
his earlier death, resignation or removal.


                                      G-3
<PAGE>

   2.3 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.

   2.4 Special Meeting 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 President, 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 24 hours' notice, if notice is given to each
Director personally or by telephone or facsimile, or on five 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.

   2.5 Quorum; Voting. At all meetings of the Board of Directors, the presence
of a majority of the total authorized number of Directors shall constitute a
quorum for the transaction of business. Except as otherwise required by law or
the Certificate of Incorporation, the vote of a majority of the Directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.

   2.6 Adjournment. A majority of the  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.

   2.7 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.

   2.8 Regulations: Manner of Acting. To the extent consistent with applicable
law, the 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.

  2.9 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.


                                      G-4
<PAGE>

   2.10 Designation. 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. No director need be a stockholder.

   2.11 Nominations. (a) Except as otherwise provided by law or by the
Certificate of Incorporation, the business and affairs of the Corporation shall
be managed by the board of directors. Subject to the rights of holders of the
Corporation's preferred stock or the Stockholders (as defined in the
Stockholders' Agreement defined below) as set forth in the Stockholders'
Agreement, nominations for the election of directors may be made by the board
of directors or a committee appointed by the board of directors or by any
stockholder entitled to vote in the election of directors generally. However,
any stockholder entitled to vote in the election of directors may nominate one
or more persons for election as directors at a meeting only if written notice
of such stockholders intent to make such nomination or nominations has been
given, either by personal delivery or by United States mail, postage prepaid,
to the Secretary of the corporation not later than 90 days prior to the date of
any annual or special meeting. In the event that the date of such annual or
special meeting was not made by a Public Announcement (as defined in Section
1.1) more than 90 days prior to the meeting, notice by the stockholder to be
timely must be delivered to the Secretary of the Corporation not later than the
close of business on the tenth day following the day on which such announcement
of the date of the meeting was communicated to the stockholders. "Stockholders
Agreement" shall have the meaning ascribed to such term as is set forth in the
Corporation's Certificate of Incorporation. Each such notice shall set forth:
(i) the name and address of the stockholder who intends to make the nomination
and of the person or persons to be nominated; (ii) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) a description of
all arrangements or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the stockholder; (iv) such
other information regarding each nominee proposed by such stockholder as would
be required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had the nominee been nominated,
or intended to be nominated, by the board of directors; and (v) the consent of
each nominee to serve as a director of the Corporation if so elected.

   (b) Notwithstanding anything to the contrary contained in this Section 2.11,
so long as one or more Stockholders (as such term is defined in the
Stockholders' Agreement) has the right to nominate one or more directors of the
Corporation pursuant to the Certificate of Incorporation or Stockholders'
Agreement, as the case may be, then, with respect to such Stockholder or group
of Stockholders, as the case may be, such Stockholder or group of Stockholders,
as the case may be, shall have the right to nominate such director by written
notice to the Company which notice shall set forth the name of the person being
nominated. The Company shall deliver written notice to the Stockholders or
group of Stockholders, as the case may be, so entitled to nominate such
director of the date the Company proposes to distribute any proxy solicitation
materials for its annual meeting at least thirty days prior to such earliest
proposed distribution date so as to enable such Stockholder or group of
Stockholders, as the case may be, to give notice to the Corporation of the
persons to be nominated thereby in accordance with the Certificate of
Incorporation or Stockholders Agreement, as applicable. The Company 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 director so designated by such Stockholders or
group of Stockholders, as the case may be.

   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

                                      G-5
<PAGE>

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.

                                   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 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 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.


                                      G-6
<PAGE>

   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 (any alternate member) of any Committee may be
removed at any time, with or without cause, by resolution adopted by a
majority of the whole Board of 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 President, an Executive Vice President/Chief
Financial Officer, one or more Vice Presidents, a Secretary and a Treasurer.
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.

   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 Chairman of the Board. 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. He shall see that all orders and resolutions of
the Board of Directors are carried into effect. The Chairman of the Board
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

   4.7 Vice Chairman. The Vice Chairman shall perform, in general, all duties
incident to the office of Vice Chairman 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.

   4.8 The President. The President 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. In the absence of the Chairman of the
Board, the President shall preside at all meetings of the stockholders and
directors. He shall manage and

                                      G-7
<PAGE>

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 report to the Board of Directors.

   4.9 Vice President/Chief Financial Officer. The Vice President/Chief
Financial Officer shall, subject to the direction of the Board of Directors and
the President, perform all duties and exercise all powers usually pertaining to
the office of a chief financial officer of a corporation and shall have general
control and supervision of legal and regulatory policies and operations of the
Corporation. He shall also be the chief business development officer of the
Corporation and in connection therewith shall perform all duties and exercise
all powers usually pertaining to the office of a chief business development
officer. He shall report to the Chief Executive Officer and to Board of
Directors.

   4.10 The Vice Presidents. Each Vice President shall perform such duties and
exercise such powers as may be assigned to him from time to time by the
President. In the absence of the President, the duties of the President shall
be performed and his powers may be exercised by such Vice President as shall be
designated by the President, or failing such designation, such duties shall be
performed and such powers may be exercised by each Vice President in the order
of their election to that office; subject in any case to review and superseding
action by the President.


   4.11 The Secretary. The Secretary 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 The Treasurer. The Treasurer shall be the chief financial officer of
the corporation and 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.

   4.13 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.

   4.14 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 rested 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, President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary,

                                      G-8
<PAGE>

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 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 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 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.
Subject to the provisions of the 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 60 nor less than ten days before the date of such meeting, nor
more than 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.

                                      G-9
<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
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 a
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 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 (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
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.

   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 shall think 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

                                      G-10
<PAGE>

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 offices 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.

   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
case 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.


                                      G-11
<PAGE>

                                   ARTICLE 9.

                              AMENDMENT OF BYLAWS.

   9.1 Amendment. Except as otherwise provided by law or by the Certificate of
Incorporation, these Bylaws, as from time to time altered or amended, may be
made, altered or amended by the holders of shares of capital stock representing
at least two-thirds ( 2/3) of the votes entitled to be cast for the election of
directors of the Corporation voting together as a single class, in person or by
proxy at any annual or special meeting of the stockholders called for such
purpose, of which the notice shall specify the subject matter of the proposed
alteration or amendment or new bylaw or the article or articles to be affected
thereby, or by written consent of such holders of such number of shares. If the
Certificate of Incorporation so provides, these Bylaws may also be made,
altered or amended by a majority of the whole number of directors then in
office. Notwithstanding anything to the contrary contained in this Section 9.1,
the rights of any Stockholder or group of Stockholders under Section 2.11 (b)
of these Bylaws shall not be amended, altered or repealed without the prior
written approval of any such Stockholder or group of Stockholders, as the case
may be.

                                  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
Certificate of Incorporation as in effect from time to time, the provisions of
the Certificate of Incorporation shall be controlling.

                                      G-12
<PAGE>


[LOGO OF SUNCOM]


      [LOGO OF TELECORP PCS]                        [LOGO OF TRITEL]
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

   Section 145 (a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall
have the power to 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), because the person is or
was a director or officer of the corporation. Such indemnity may be against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such 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 if, with respect to any criminal action or
proceeding, the person did not have reasonable cause to believe the person's
conduct was unlawful.

   Section 145 (b) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to indemnify any person 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 because the person is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such 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, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such 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, such person is fairly and reasonably entitled to
indemnify for such expenses which the Court of Chancery or such other court
shall deem proper.

   Section 145 (g) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to purchase and maintain insurance on behalf
of any person who is or was a director or officer of the corporation against
any liability asserted against the person in any such capacity, or arising out
of the person's status as such, whether or not the corporation would have the
power to indemnify the person against such liability under the provisions of
the law.

   Article X of the Registrant's by-laws provides for indemnification, at the
discretion of the board of directors, to the fullest extent permitted under
Delaware law for any person who is or was a director or officer of the
Registrant who is or was involved or threatened to be made so involved in any
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was serving as a director, officer, employee
or agent of the Registrant or was serving at the request of the Registrant as a
director, officer, employee or agent of any other enterprise. Such
indemnification is provided only if the director, officer, employee or agent
acted in good faith and in a manner that the director, officer, employee or
agent reasonably believed to be in, or not opposed to, the best interests of
the Registrant, and with respect to any criminal proceeding, had no reasonable
cause to believe that the conduct was unlawful.

   The foregoing statements are subject to the detailed provisions of Section
145 of the Delaware Corporation Law and Article X of the by-laws of the
Registrant.

                                      II-1
<PAGE>

Registrant

Item 21. Exhibits and Financial Statement Schedules.

   (a) The following exhibits are filed herewith

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
   2.1       Agreement and Plan of Reorganization and Contribution (included as
             Annex A to the joint proxy statement-prospectus forming a part of
             this Registration Statement and incorporated herein by reference),
             dated February 28, 2000, by and between TeleCorp PCS, Tritel, Inc.
             and AT&T Wireless Services, Inc.

   2.2       Amendment No. 1 to the Agreement and Plan of Reorganization and
             Contribution (included as Annex B to the joint proxy statement-
             prospectus forming a part of this Registration Statement and
             incorporated herein by reference), dated May 4, 2000, by and
             between TeleCorp PCS, Tritel, Inc. and AT&T Wireless Services,
             Inc.

   2.3       Amendment No. 2 to the Agreement and Plan of Reorganization and
             Contribution (included as Annex C to the joint proxy statement-
             prospectus forming a part of this Registration Statement and
             incorporated herein by reference), dated June 12, 2000 by and
             between TeleCorp PCS, Tritel, Inc. and AT&T Wireless Services,
             Inc.

   3.1+++    Certificate of Incorporation of the Registrant.

   3.2       Form of Restated Certificate of Incorporation of the Registrant
             (included as Annex F to the joint proxy statement-prospectus
             forming a part of this Registration Statement and incorporated
             herein by reference).

   3.3+++    By-laws of the Registrant.

   3.4       Form of Restated By-laws of the Registrant (included as Annex G to
             the joint proxy statement-prospectus forming part of this
             Registration Statement and incorporated herein by reference).

   5         Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
             regarding legality of securities being registered.

   8.1       Opinion of Cadwalader, Wickersham & Taft regarding certain U.S.
             income tax aspects of the merger.

   8.2       Opinion of Brown & Wood LLP regarding certain U.S. income tax
             aspects of the merger.

  10.1+++    Telecorp PCS, Inc. Voting Agreement, dated February 28, 2000.

  10.2+++    Tritel, Inc. Voting Agreement, dated February 28, 2000.

  10.3+++    Side Letter Agreement regarding Milwaukee Option, dated February
             28, 2000, by and between AT&T Wireless Services, Inc. and Telecorp
             PCS, Inc.

  10.4+++    Asset Exchange Agreement, dated as of February 28, 2000, by and
             among AT&T Wireless PCS, LLC, Telecorp PCS, Inc., Telecorp PCS,
             LLC, Telecorp Holding Corp, Inc., Telecorp Communications, Inc.,
             Telecorp Equipment Leasing, L.P., and Telecorp Realty, LLC.

  10.5+++    Side Letter regarding Additional Mutual Rights and Obligations in
             Connection with the Asset Exchange Agreement and the Agreement and
             Plan of Reconstruction and Contribution, dated as of February 28,
             2000, by and between AT&T Wireless PCS, LLC and Telecorp PCS, Inc.

  10.6.1+++  License Acquisition Agreement, between Polycell Communications,
             Inc. and ABC Wireless, LLC, dated as of February 28, 2000.

  10.6.2+++  Amended and Restated License Acquisition Agreement among Polycell
             Communications, Inc., Clinton Communications, Inc. and ABC
             Wireless, LLC, dated as of May 3, 2000.
</TABLE>

                                      II-2
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------

 <C>         <S>
  10.7+++    License Acquisition Agreement, between ABC Wireless, LLC and AT&T
             Wireless PCS, LLC, dated as of February 28, 2000.

  10.8       Form of Intermediary Agreement, among AT&T Wireless PCS, LLC,
             Telecorp PCS, Inc., Telecorp PCS, LLC, Telecorp Holding Corp,
             Inc., Telecorp Communications, Inc., Telecorp Equipment Leasing,
             L.P., Telecorp Realty, LLC and the Intermediary.

  10.9+++    Transition Services Agreement, dated as of February 28, 2000, by
             and between AT&T Wireless PCS, LLC and Telecorp PCS, Inc.

  10.10      Form of Assignment and Assumption Agreement, by and between
             Milwaukee PCS, LLC, Milwaukee Acquisition Subsidiary, Inc., and
             Telecorp PCS, Inc.

  10.11+++   Agreement and Plan of Merger, dated February 27, 2000, by and
             among Milwaukee PCS LLC, Milwaukee Acquisition Subsidiary, Inc.,
             Kailas J. Rao, and Indus, Inc.

  10.12+++   Airadigm Letter of Intent, dated January 24, 2000.

  10.13*     General Agreement for Purchase of PCS Systems and Services by and
             between TeleCorp PCS, Inc. and Lucent Technologies, Inc., dated as
             of May 12, 1998, as amended.

  10.14*     Securities Purchase Agreement by and among TeleCorp PCS, Inc.,
             AT&T Wireless PCS Inc., TWR Cellular, Inc. and certain Initial
             investors other than AT&T Wireless, TeleCorp Investors and
             Management Stockholders identified, dated as of January 23, 1998.

  10.15.1*   Network Membership License Agreement, by and among AT&T Corp.,
             including AT&T Wireless Services, Inc., and TeleCorp PCS, Inc.,
             dated as of July 17, 1998.

  10.15.2*   Amendment No. 1 to Network Membership License Agreement, dated
             March 30, 1999.

  10.16      Form of Network Membership License Agreement by and between AT&T
             Corp., including AT&T Wireless Services, Inc., and Holding
             Company.

  10.17.1*   Management Agreement by and between TeleCorp Management Corp. and
             TeleCorp PCS, Inc., dated as of July 17, 1998

  10.17.2*   Amendment No. 1 to the Management Agreement between TeleCorp
             Management Corp. and TeleCorp PCS, Inc., dated as of May 25, 1999.

  10.17.3**  Amendment No. 2 to the Management Agreement between TeleCorp
             Management Corp. and TeleCorp PCS, Inc., dated as of October 18,
             1999.

  10.18.1*   Intercarrier Roamer Service Agreement by and between AT&T Wireless
             Services, Inc. and TeleCorp PCS, Inc., dated as of July 17, 1998.

  10.18.2*   Amendment No. 1 to Intercarrier Roamer Service Agreement, dated
             May 25, 1999.

  10.19      Form of Intercarrier Roamer Service Agreement, by and between AT&T
             Wireless Services, Inc. and Holding Company.

  10.20*     Roaming Administration Service Agreement by and between AT&T
             Wireless Services, Inc. and TeleCorp PCS, Inc., dated as of July
             17, 1998.

  10.21      Form of Roaming Administration Service Agreement, by and between
             AT&T Wireless Services, Inc., and Holding Company.

  10.22.1*   Credit Agreement by and among TeleCorp PCS, Inc., the Lenders
             party to, and the Chase Manhattan Bank, as Administrative Agent
             and Issuing Bank, TD Securities (USA) Inc., as Syndication Agent,
             and Bankers Trust Company, as Documentation Agent, dated as of
             July 17, 1998.
</TABLE>


                                      II-3
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
  10.22.2*   First Amendment, Consent, and Waiver to the TeleCorp Credit
             Agreement, dated as of December 18, 1998.

  10.22.3*   Second Amendment and Waiver to the TeleCorp Credit Agreement,
             dated as of March 1, 1999.

  10.22.4*   Third Amendment to the TeleCorp Credit Agreement, dated as of
             March 30, 1999.

  10.22.5*   Fourth Amendment to the TeleCorp Credit Agreement, dated as of
             March 31, 1999.

  10.22.6*   Fifth Amendment and Acceptance to the TeleCorp Credit Agreement,
             dated as of April 7, 1999.

  10.22.7*   Sixth Amendment to the TeleCorp Credit Agreement, dated as of
             April 7, 1999.

  10.22.8*   Seventh Amendment to the TeleCorp Credit Agreement, dated as of
             May 21, 1999.

  10.22.9**  Eighth Amendment to the TeleCorp Credit Agreement, dated as of
             October 25, 1999.

  10.22.10** Ninth Amendment to the TeleCorp Credit Agreement, dated as of
             October 26, 1999.

  10.23.1*   Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
             Wireless PCS, Inc. and certain Initial investors other than AT&T
             Wireless identified in, dated as of March 22, 1999.

  10.23.2*   Amendment No. 1 to Stock Purchase Agreement by and among TeleCorp
             PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other
             than AT&T Wireless, dated as of March 30, 1999.

  10.23.3*   Amendment No. 2 to Stock Purchase Agreement by and among TeleCorp
             PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other
             than AT&T Wireless, dated as of April 6, 1999.

  10.23.4*   Amendment No. 3 to Stock Purchase Agreement by and among TeleCorp
             PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other
             than AT&T Wireless, dated as of May 14, 1999.

  10.23.5*   Amendment No. 4 to Stock Purchase Agreement by and among TeleCorp
             PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other
             than AT&T Wireless, dated as of July 15, 1999.

  10.24*     Stock Purchase Agreement by and among Viper Wireless, Inc.,
             TeleCorp Holding Corp., Inc. and TeleCorp PCS, Inc., dated as of
             March 1, 1999.

  10.25*     Puerto Rico Stock Purchase Agreement by and among TeleCorp PCS,
             Inc., Puerto Rico Acquisition Corp. and certain Management
             Stockholders and Initial investors other than AT&T Wireless, dated
             as of March 30, 1999.

  10.26***   Stock Purchase Agreement, dated as of October 18, 1999, by and
             among Telecorp PCS, Inc., Telecorp Holding Corp., Inc., Gerald T.
             Vento, Thomas H. Sullivan, OneLiberty Fund IV, L.P., Northwood
             Ventures LLC, and Northwood Capital Partners LLC.

  10.27*     Asset Purchase Agreement, dated May 25, 1999, by and between AT&T
             Wireless PCS Inc. and TeleCorp PCS, Inc.

  10.28*     Preferred Stock Purchase Agreement, dated May 24, 1999, by and
             between AT&T Wireless PCS Inc. and TeleCorp PCS, Inc.

  10.29*     License Acquisition Agreement, dated May 15, 1998, by and between
             Mercury PCS II, LLC and TeleCorp PCS, Inc.

  10.30*     License Acquisition Agreement, dated May 15, 1998, by and between
             Wireless 2000, Inc. and TeleCorp PCS, Inc.

  10.31.1*   Stockholders' Agreement, dated as of July 17, 1998, by and among
             AT&T Wireless PCS, Inc., TWR Cellular, Inc., Initial investors
             other than AT&T Wireless, Management Stockholders, and TeleCorp
             PCS, Inc.
</TABLE>


                                      II-4
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
  10.31.2*   Amendment No. 1 to Stockholders' Agreement dated May 25, 1999.

  10.31.3*   Amendment No. 2 to Stockholders' Agreement dated November 1, 1999.

  10.32      Form of Stockholders' Agreement by and among AT&T Wireless PCS,
             LLC, Initial investors other than AT&T Wireless, Management
             Stockholders, Other Stockholders, and Holding Company, Inc.

  10.33*     Purchase Agreement, dated April 20, 1999, by and among Chase
             Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers
             Inc., TeleCorp PCS, Inc. and TeleCorp Communications, Inc.

  10.34*     Exchange and Registration Rights Agreement, dated April 23, 1999,
             by and among Chase Securities Inc., BT Alex. Brown Incorporated,
             Lehman Brothers Inc., TeleCorp PCS, Inc. and TeleCorp
             Communications, Inc.

  10.35*     Agreement, dated as of July 17, 1998, by and among AT&T Wireless
             PCS Inc., TWR Cellular, Inc., the Initial investors other than
             AT&T Wireless, the TeleCorp Investors and the Management
             Stockholders.

  10.36*     Employment Agreement, dated as of July 17, 1998, by and between
             TeleCorp PCS, Inc. and Julie A. Dobson.

  10.37+++   Amendment to Employment Agreement, dated February 28, 2000, by and
             between Telecorp PCS, Inc. and Julie A. Dobson.

  10.38*     Share Grant Agreement, dated July 16, 1998, by and between
             TeleCorp PCS, Inc. and Julie A. Dobson.

  10.39*     Separation Agreement, dated as of March 8, 1999, by and among
             TeleCorp PCS, Inc., TeleCorp Communications, Inc. and Robert
             Dowski.

  10.40*     Agreement among the Parties, dated as of June 30, 1999, by and
             among TeleCorp PCS, Inc., the Initial investors other than AT&T
             Wireless, Entergy Technology Holding Company, AT&T Wireless PCS,
             Inc., TWR Cellular Inc. and other stockholders.

  10.41*     Amended and Restated Agreement, dated April 16, 1999, by and among
             TeleCorp Communications, Inc., Triton PCS, Inc., Tritel
             Communications, Inc. and Affiliate License Co, L.L.C.

  10.42*     TeleCorp PCS, Inc. 1998 Restricted Stock Plan, as amended May 20,
             1999.

  10.43**    TeleCorp PCS, Inc. 1999 Stock Option Plan, dated June 23, 1999, as
             amended.

  10.44**    Indenture, dated as of April 23, 1999, by and between Bankers
             Trust Company, as trustee, and TeleCorp PCS, Inc. relating to the
             11 5/8% Senior Subordinated Discount Notes due 2009.

  10.45**    Form of Indemnification Agreement to be entered into between
             TeleCorp PCS, Inc. and its directors and executive officers.

  10.46.1++  Stockholders' Agreement by and among AT&T Wireless PCS Inc.,
             Initial investors other than AT&T Wireless, Management
             Stockholders, and Tritel, Inc. dated January 7, 1999.

  10.46.2++  First Amendment to TeleCorp's Stockholders' Agreement, dated
             August 27, 1999.

  10.46.3++  Second Amendment to TeleCorp's Stockholders' Agreement, dated as
             of September 1, 1999.

  10.46.4+   Third Amendment to TeleCorp's Stockholders' Agreement, dated
             November 18, 1999.

  10.46.5+   Fourth Amendment to TeleCorp's Stockholders' Agreement, dated
             December 10, 1999.
</TABLE>


                                      II-5
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
  10.47++    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.

  10.48      Form of Investors Stockholder Agreement, by and among Holding
             Company, Inc. and AT&T Wireless PCS, Inc. CB Capital Investors,
             L.P., Private Equity Investors III, Equity-Linked Investors-II,
             Whitney III, L.P., Whitney Strategic Partners III, L.P.,
             Media/Communications Investors Limited Partnership,
             Media/Communications Partners III Limited Partnership, Toronto
             Dominion Investments, Inc., Northwood Capital Partners LLC,
             OneLiberty Fund III, L.P., Hoak Communications Partners, L.P., HCP
             Capital Fund, L.P., Cich, Incorporated LP, Dresdner Kleinworth
             Benson Private Equity Partners LP, Toronto Dominion Investments,
             Inc., Entergy Wireless Capital Corporation, General Electric
             Capital Corporation, Triune PCS, LLC, FCA Venture Partners II, LP,
             Clayton Associates LLC, Trillium PCS, LLC, Airwave Communications,
             LLC, Digital PCS, LLC, and The Manufacturers Life Insurance
             Company.

  10.49++    AT&T Wireless Services, Inc. Network Membership License Agreement
             between AT&T Corp. and Tritel, Inc. dated January 7, 1999.

  10.50++    Intercarrier Roamer Service Agreement between AT&T Wireless
             Services, Inc. and Tritel, Inc. dated January 7, 1999.

  10.51++    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.

  10.52      Form of Employment Agreement, by and between Holding Company and
             William M. Mounger, II.

  10.53      Form of Employment Agreement, by and between Holding Company and
             E.B. Martin, Jr.

  10.54      Letter Agreement, dated February 28, 2000, by and among William
             Mounger, II, TeleCorp PCS, Inc., Tritel, Inc., Thomas Sullivan,
             and Gerald Vento.

  10.55      Letter Agreement, dated February 28, 2000, by and among E.B.
             Martin, Jr., TeleCorp PCS, Inc., Tritel, Inc., Thomas Sullivan,
             and Gerald Vento.

  10.56      Form of Amended and Restated Restricted Stock Agreement pursuant
             to the Tritel, Inc. Amended and Restated 1999 Stock Option Plan.

  10.57+     Tritel, Inc. Amended and Restated 1999 Stock Option Plan for Non-
             employee Directors, effective January 7, 1999.

  10.58++    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.

  10.59++    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.

  10.60++    Master Lease Agreement between Tritel Communications, Inc. and
             Crown Communication Inc. dated October 30, 1998.

  10.61++    Master Lease Agreement between Signal One, LLC and Tritel
             Communications, Inc. dated December 31, 1998.

  10.62.1++  Management Agreement between Tritel Management, LLC and Tritel,
             Inc. dated January 1, 1999.
</TABLE>


                                      II-6
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
  10.62.2++  First Amendment to Management Agreement, dated as of September 1,
             1999.

  10.62.3+++ Agreement to Terminate Tritel Management Agreement, dated as of
             February 28, 2000, by and between Tritel Management, LLC.

  10.63++    Master Antenna Site Lease No. D41 between Pinnacle Towers Inc. and
             Tritel Communications, Inc. dated October 23, 1998.

  10.64++    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.

  10.65++    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.

  10.66++    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 Federal Communications Commission licenses
             owned or to be acquired by Tritel.

  10.67.1++  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.

  10.67.2++  Addendum to June 1, 1998 Services Agreement, dated as of March 23,
             1999.

  10.68++    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.

  10.69++    Agreement by and between BellSouth Telecommunications, Inc. and
             Tritel Communications, Inc., effective as of March 16, 1999.

  10.70++    Agreement for Project and Construction Management Services between
             Tritel Communications, Inc. and Tritel Finance, Inc. and Bechtel
             Corporation, dated November 24, 1998.

  10.71++    Services Agreement by and between Tritel Communications, Inc. and
             Spectrasite Communications, Inc., dated as of July 28, 1998.

  10.72++    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.

  10.73++    Securities Purchase Agreement by and among AT&T Wireless PCS Inc.,
             TWR Cellular, Inc., Initial investors other than AT&T Wireless,
             Mercury PCS, LLC, Mercury PCS II, LLC, Management Stockholders and
             Tritel, Inc., dated as of May 20, 1998.

  10.74++    Closing Agreement by and among AT&T Wireless PCS, Inc., TWR
             Cellular, Inc., Initial investors other than AT&T Wireless,
             Airwave Communications, LLC, Digital PCS, LLC, Management
             Stockholders, Mercury Investor Indemnitors and Tritel, Inc., dated
             as of January 7, 1999.

  10.75++    Master Build To Suit And Lease Agreement between Tritel
             Communications, Inc., a Delaware corporation and American Tower,
             L.P., a Delaware limited partnership.

  10.76++    Master Build To Suit And Lease Agreement between Tritel
             Communications, Inc. and SpectraSite Communications, Inc.

  10.77++    Master Build To Suit Services And License Agreement between Tritel
             Communications, Inc. and Crown Communication Inc.

  10.78++    Master Build To Suit And Lease Agreement by and between Tritel
             Communications, Inc. and SBA Towers, Inc.
</TABLE>


                                      II-7
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------

 <C>         <S>
   10.79++   Master Site Agreement between Tritel Communications, Inc. and
             BellSouth Mobility Inc., dated July 2, 1999.

   10.80++   Master Site Agreement between Tritel Communications, Inc. and
             BellSouth Mobility PCS, dated March 10, 1999.

   10.81++   Consent to Exercise of Option between Tritel, Inc., AT&T Wireless
             PCS, Inc., TWR Cellular, Inc. and Management Stockholders dated
             May 20, 1999.

   10.82++   License Purchase Agreement between Digital PCS, LLC and Tritel,
             Inc. dated as of May 20, 1999.

   10.83++   Amended and Restated Employment Agreement of Jerry M. Sullivan,
             Jr., dated as of September 1, 1999.

   10.84++   Stock Purchase Agreement, dated as of September 1, 1999.

   10.85++   Mutual Release and Termination Agreement, dated as of September 1,
             1999.

   10.86     Form of Management Agreement between TeleCorp Management Corp,
             Inc. and TeleCorp PCS, Inc.

   10.87     Asset Purchase Agreement, dated as of June 2, 2000, between
             Airadigm Communications, Inc. and RW Acquisition L.L.C.

   10.88     Contingent Supplement to Asset Purchase Agreement, dated as of
             June 2, 2000, by and between Airadigm Communications, Inc. and RW
             Acquisition L.L.C.

   10.89     Letter Agreement by and between RW Acquisition, L.L.C. and
             Airadigm Communications, Inc. regarding Working Capital Loan,
             dated June 2, 2000.

   10.90     Construction Management Agreement, dated as of June 2, 2000, by
             and between TeleCorp Communications, Inc. and Airadigm
             Communications, Inc.

   10.91     Counterpart Signature Page and Joinder to the Agreement and Plan
             of Reorganization and Contribution, dated May 31, 2000 by
             TeleCorp-Tritel Holding Company.

   10.92     Counterpart Signature Page and Joinder to the Agreement and Plan
             of Reorganization and Contribution, dated May 31, 2000 by TTHC
             First Merger Sub, Inc.

   10.93     Counterpart Signature Page and Joinder to the Agreement and Plan
             of Reorganization and Contribution, dated May 31, 2000 by TTHC
             Second Merger Sub, Inc.

   23.1      Consent of Lehman Brothers.

   23.2      Consent of Merrill Lynch.

   23.3      Consent of PricewaterhouseCoopers LLP.

   23.4      Consent of KPMG LLP.

   23.5      Consent of Cadwalader, Wickersham & Taft (included in Exhibit
             8.1).

   23.6      Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
             (included in Exhibit 5.1).

   23.7      Consent of Brown & Wood LLP. (included in Exhibit 8.2).

   23.8      Consent of William M. Mounger, II.

   23.9      Consent of E.B. Martin, Jr.

   23.10     Consent of Alex P. Coleman.
</TABLE>


                                      II-8
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------

 <C>         <S>
    23.11    Consent of Michael R. Hannon.

    23.12    Consent of Michael Schwartz.

    23.13    Consent of Scott I. Anderson.

    23.14    Consent of James M. Hoak.

    23.15    Consent of David A. Jones, Jr.

    23.16    Consent of Kevin J. Shepherd.

    23.17    Consent of William W. Hague.

    23.18    Consent of Rohit M. Desai.

    23.19    Consent of Ann K. Hall.

    24+++    Power of Attorney.

    99.1     Form of Proxy of TeleCorp PCS.

    99.2     Form of Proxy of Tritel, Inc.

    99.3     Opinion of Lehman Brothers (included as Annex D to the joint proxy
             statement-prospectus forming a part of this Registration Statement
             and incorporated herein by reference).

    99.4     Opinion of Merrill Lynch (included as Annex E to the joint proxy
             statement-prospectus forming a part of this Registration Statement
             and incorporated herein by reference).
</TABLE>
--------
     * Incorporated by reference to the Registration Statement on Form S-1
       (File No. 333-89393) of TeleCorp PCS, Inc.
    ** Incorporated by reference to the Form 10-Q filed on November 15, 1999
       (File No. 333-81313-01) of TeleCorp PCS, Inc.
   *** Incorporated by reference to the Form 10-K filed on March 30, 2000 (File
       No. 000-27901) of TeleCorp PCS, Inc.
     + Incorporated by reference to the Registration Statement on Form S-1
       (File No. 333-91207) of Tritel, Inc.
    ++ Incorporated by reference to the Registration Statement on Form S-4
       (File No. 333-82509) of Tritel PCS, Inc.

   +++ Previously filed as an exhibit to the Registration Statement on Form S-4
       (File No. 333-36954) of TeleCorp-Tritel Holding Company.

Item 22. Undertakings

   The undersigned Registrant hereby undertakes:

   (1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (a) to include any prospectus required by Section 10(a)(3) of the
  Securities Act of 1933;

     (b) to reflect in the prospectus any facts or events arising after the
  effective date of the Registration Statement (or the most recent post-
  effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the
  Registration Statement. Notwithstanding the foregoing, any increase or
  decrease in volume of securities offered (if the total dollar value of
  securities offered wold not exceed that which was registered) and any
  deviation from the low or high end of the estimated maximum offering range
  may be reflected in the form of prospectus filed with the Commission
  pursuant to rule 424(b) if, in the aggregate, the changes in volume and
  price represent no more than a 20% change in the maximum aggregate offering
  price set forth in the "Calculation of Registration Fee" table in the
  effective Registration Statement; and

                                      II-9
<PAGE>

     (c) to include any material information with respect to the plan of
  distribution not previously disclosed in the Registration Statement or any
  material change to such information in the Registration Statement;

   (2) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this registration statement 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;

   (3) that prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form
with respect to reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form;

   (4) that every prospectus (i) that is filed pursuant to paragraph (3)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment 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; and

   (5) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in this registration statement when it
became effective.

   Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20 above, 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 of 1933 and is therefore unenforceable. If a claim of
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in a successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                     II-10
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, 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 June 20, 2000.

                                          TeleCorp-Tritel Holding Company

                                                 /s/ Thomas H. Sullivan
                                          _____________________________________
                                                   Thomas H. Sullivan
                                                Vice President, Treasurer
                                                      and Secretary

   Pursuant to the requirements of the Securities Act of 1933, 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>
         /s/ Gerald T. Vento           Director, President (Chief    June 20, 2000
______________________________________  Executive Officer)
           Gerald T. Vento

        /s/ Thomas H. Sullivan         Director, Vice President,     June 20, 2000
______________________________________  Treasurer and Secretary
          Thomas H. Sullivan            (Chief Financial and
                                        Accounting Officer)
</TABLE>

                                     II-11
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
   2.1       Agreement and Plan of Reorganization and Contribution (included as
             Annex A to the joint proxy statement-prospectus forming a part of
             this Registration Statement and incorporated herein by reference),
             dated February 28, 2000, by and between TeleCorp PCS, Tritel, Inc.
             and AT&T Wireless Services, Inc.

   2.2       Amendment No. 1 to the Agreement and Plan of Reorganization and
             Contribution (included as Annex B to the joint proxy statement-
             prospectus forming a part of this Registration Statement and
             incorporated herein by reference), dated May 4, 2000, by and
             between TeleCorp PCS, Tritel, Inc. and AT&T Wireless Services,
             Inc.

   2.3       Amendment No. 2 to the Agreement and Plan of Reorganization and
             Contribution (included as Annex C to the joint proxy statement-
             prospectus forming a part of this Registration Statement and
             incorporated herein by reference), dated June 12, 2000 by and
             between TeleCorp PCS, Tritel, Inc. and AT&T Wireless Services,
             Inc.

   3.1+++    Certificate of Incorporation of the Registrant.

   3.2       Form of Restated Certificate of Incorporation of the Registrant
             (included as Annex F to the joint proxy statement-prospectus
             forming a part of this Registration Statement and incorporated
             herein by reference).

   3.3+++    By-laws of the Registrant.

   3.4       Form of Restated By-laws of the Registrant (included as Annex G to
             the joint proxy statement-prospectus forming part of this
             Registration Statement and incorporated herein by reference).

   5         Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
             regarding legality of securities being registered.

   8.1       Opinion of Cadwalader, Wickersham & Taft regarding certain U.S.
             income tax aspects of the merger.

   8.2       Opinion of Brown & Wood LLP regarding certain U.S. income tax
             aspects of the merger.

  10.1+++    TeleCorp PCS, Inc. Voting Agreement, dated February 28, 2000.

  10.2+++    Tritel, Inc. Voting Agreement, dated February 28, 2000.

  10.3+++    Side Letter Agreement regarding Milwaukee Option, dated February
             28, 2000, by and between AT&T Wireless Services, Inc. and TeleCorp
             PCS, Inc.

  10.4+++    Asset Exchange Agreement, dated as of February 28, 2000, by and
             among AT&T Wireless PCS, LLC, TeleCorp PCS, Inc., TeleCorp PCS,
             LLC, TeleCorp Holding Corp, Inc., TeleCorp Communications, Inc.,
             TeleCorp Equipment Leasing, L.P., and TeleCorp Realty, LLC.

  10.5+++    Side Letter regarding Additional Mutual Rights and Obligations in
             Connection with the Asset Exchange Agreement and the Agreement and
             Plan of Reconstruction and Contribution, dated as of February 28,
             2000, by and between AT&T Wireless PCS, LLC and TeleCorp PCS, Inc.

  10.6.1+++  License Acquisition Agreement, between Polycell Communications,
             Inc. and ABC Wireless, LLC, dated as of February 28, 2000.

  10.6.2+++  Amended and Restated License Acquisition Agreement among Polycell
             Communications, Inc., Clinton Communications, Inc. and ABC
             Wireless, LLC, dated as of May 3, 2000.

  10.7+++    License Acquisition Agreement, between ABC Wireless, LLC and AT&T
             Wireless PCS, LLC, dated as of February 28, 2000.

  10.8       Form of Intermediary Agreement, among AT&T Wireless PCS, LLC,
             TeleCorp PCS, Inc., TeleCorp PCS, LLC, TeleCorp Holding Corp,
             Inc., TeleCorp Communications, Inc., TeleCorp Equipment Leasing,
             L.P., TeleCorp Realty, LLC and the Intermediary.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
  10.9+++    Transition Services Agreement, dated as of February 28, 2000, by
             and between AT&T Wireless PCS, LLC and TeleCorp PCS, Inc.

  10.10      Form of Assignment and Assumption Agreement, by and between
             Milwaukee PCS, LLC, Milwaukee Acquisition Subsidiary, Inc., and
             TeleCorp PCS, Inc.

  10.11+++   Agreement and Plan of Merger, dated February 27, 2000, by and
             among Milwaukee PCS LLC, Milwaukee Acquisition Subsidiary, Inc.,
             Kailas J. Rao, and Indus, Inc.

  10.12+++   Airadigm Letter of Intent, dated January 24, 2000.

  10.13*     General Agreement for Purchase of PCS Systems and Services by and
             between TeleCorp PCS, Inc. and Lucent Technologies, Inc., dated as
             of May 12, 1998, as amended.

  10.14*     Securities Purchase Agreement by and among TeleCorp PCS, Inc.,
             AT&T Wireless PCS Inc, TWR Cellular, Inc. and certain Initial
             investors other than AT&T Wireless, TeleCorp Investors and
             Management Stockholders identified, dated as of January 23, 1998.

  10.15.1*   Network Membership License Agreement by and among AT&T Corp.,
             including AT&T Wireless Services, Inc., and TeleCorp PCS, Inc.,
             dated as of July 17, 1998.

  10.15.2*   Amendment No. 1 to Network Membership License Agreement, dated
             March 30, 1999.

  10.16      Form of Network Membership License Agreement, by and between AT&T
             Corp., including AT&T Wireless Services, Inc., and Holding
             Company.

  10.17.1*   Management Agreement by and between TeleCorp Management Corp. and
             TeleCorp PCS, Inc., dated as of July 17, 1998.

  10.17.2*   Amendment No. 1 to the Management Agreement between TeleCorp
             Management Corp. and TeleCorp PCS, Inc., dated as of May 25, 1999.

  10.17.3**  Amendment No. 2 to the Management Agreement between TeleCorp
             Management Corp. and TeleCorp PCS, Inc., dated as of October 18,
             1999.

  10.18.1*   Intercarrier Roamer Service Agreement by and between AT&T Wireless
             Services, Inc. and TeleCorp PCS, Inc., dated as of July 17, 1998.

  10.18.2*   Amendment No. 1 to Intercarrier Roamer Service Agreement, dated
             May 25, 1999.

  10.19      Form of Intercarrier Roamer Service Agreement, by and between AT&T
             Wireless Services, Inc. and Holding Company.

  10.20*     Roaming Administration Service Agreement, by and between AT&T
             Wireless Services, Inc. and TeleCorp PCS, Inc., dated as of July
             17, 1998.

  10.21      Form of Roaming Administration Service Agreement, by and between
             AT&T Wireless Services, Inc., and Holding Company.

  10.22.1*   Credit Agreement by and among TeleCorp PCS, Inc., the Lenders
             party to, and the Chase Manhattan Bank, as Administrative Agent
             and Issuing Bank, TD Securities (USA) Inc., as Syndication Agent,
             and Bankers Trust Company, as Documentation Agent, dated as of
             July 17, 1998.

  10.22.2*   First Amendment, Consent, and Waiver to the TeleCorp Credit
             Agreement, dated as of December 18, 1998.

  10.22.3*   Second Amendment and Waiver to the TeleCorp Credit Agreement,
             dated as of March 1, 1999.

  10.22.4*   Third Amendment to the TeleCorp Credit Agreement, dated as of
             March 30, 1999.
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
  10.22.5*   Fourth Amendment to the TeleCorp Credit Agreement, dated as of
             March 31, 1999.

  10.22.6*   Fifth Amendment and Acceptance to the TeleCorp Credit Agreement,
             dated as of April 7, 1999.

  10.22.7*   Sixth Amendment to the TeleCorp Credit Agreement, dated as of
             April 7, 1999.

  10.22.8*   Seventh Amendment to the TeleCorp Credit Agreement, dated as of
             May 21, 1999.

  10.22.9**  Eighth Amendment to the TeleCorp Credit Agreement, dated as of
             October 25, 1999.

  10.22.10** Ninth Amendment to the TeleCorp Credit Agreement, dated as of
             October 26, 1999.

  10.23.1*   Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
             Wireless PCS, Inc. and certain Initial investors other than AT&T
             Wireless identified in, dated as of March 22, 1999.

  10.23.2*   Amendment No. 1 to Stock Purchase Agreement by and among TeleCorp
             PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other
             than AT&T Wireless, dated as of March 30, 1999.

  10.23.3*   Amendment No. 2 to Stock Purchase Agreement by and among TeleCorp
             PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other
             than AT&T Wireless, dated as of April 6, 1999.

  10.23.4*   Amendment No. 3 to Stock Purchase Agreement by and among TeleCorp
             PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other
             than AT&T Wireless, dated as of May 14, 1999.

  10.23.5*   Amendment No. 4 to Stock Purchase Agreement by and among TeleCorp
             PCS, Inc., AT&T Wireless PCS, Inc. and Initial investors other
             than AT&T Wireless, dated as of July 15, 1999.

  10.24*     Stock Purchase Agreement by and among Viper Wireless, Inc.,
             TeleCorp Holding Corp., Inc. and TeleCorp PCS, Inc., dated as of
             March 1, 1999.

  10.25*     Puerto Rico Stock Purchase Agreement by and among TeleCorp PCS,
             Inc., Puerto Rico Acquisition Corp. and certain Management
             Stockholders and Initial investors other than AT&T Wireless, dated
             as of March 30, 1999.

  10.26***   Stock Purchase Agreement, dated as of October 18, 1999, by and
             among TeleCorp PCS, Inc., TeleCorp Holding Corp., Inc., Gerald T.
             Vento, Thomas H. Sullivan, OneLiberty Fund IV, L.P., Northwood
             Ventures LLC, and Northwood Capital Partners LLC.

  10.27*     Asset Purchase Agreement, dated May 25, 1999, by and between AT&T
             Wireless PCS Inc. and TeleCorp PCS, Inc.

  10.28*     Preferred Stock Purchase Agreement, dated May 24, 1999, by and
             between AT&T Wireless PCS Inc. and TeleCorp PCS, Inc.

  10.29*     License Acquisition Agreement, dated May 15, 1998, by and between
             Mercury PCS II, LLC and TeleCorp PCS, Inc.

  10.30*     License Acquisition Agreement, dated May 15, 1998, by and between
             Wireless 2000, Inc. and TeleCorp PCS, Inc.

  10.31.1*   Stockholders' Agreement, dated as of July 17, 1998, by and among
             AT&T Wireless PCS, Inc., TWR Cellular, Inc., Initial investors
             other than AT&T Wireless, Management Stockholders, and TeleCorp
             PCS, Inc.

  10.31.2*   Amendment No. 1 to Stockholders' Agreement dated May 25, 1999.

  10.31.3*   Amendment No. 2 to Stockholders' Agreement dated November 1, 1999.
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
  10.32      Form of Stockholders' Agreement, by and among AT&T Wireless PCS,
             LLC, Initial investors other than AT&T Wireless, Management
             Stockholders, Other Stockholders, and Holding Company, Inc.

  10.33*     Purchase Agreement, dated April 20, 1999, by and among Chase
             Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers
             Inc., TeleCorp PCS, Inc. and TeleCorp Communications, Inc.

  10.34*     Exchange and Registration Rights Agreement, dated April 23, 1999,
             by and among Chase Securities Inc., BT Alex. Brown Incorporated,
             Lehman Brothers Inc., TeleCorp PCS, Inc. and TeleCorp
             Communications, Inc.

  10.35*     Agreement, dated as of July 17, 1998, by and among AT&T Wireless
             PCS Inc., TWR Cellular, Inc., the Initial investors other than
             AT&T Wireless, the TeleCorp Investors and the Management
             Stockholders.

  10.36*     Employment Agreement, dated as of July 17, 1998, by and between
             TeleCorp PCS, Inc. and Julie A. Dobson.

  10.37+++   Amendment to Employment Agreement, dated February 28, 2000, by and
             between TeleCorp PCS, Inc. and Julie A. Dobson.

  10.38*     Share Grant Agreement, dated July 16, 1998, by and between
             TeleCorp PCS, Inc. and Julie A. Dobson.

  10.39*     Separation Agreement, dated as of March 8, 1999, by and among
             TeleCorp PCS, Inc., TeleCorp Communications, Inc. and Robert
             Dowski.

  10.40*     Agreement among the Parties, dated as of June 30, 1999, by and
             among TeleCorp PCS, Inc., the Initial investors other than AT&T
             Wireless, Entergy Technology Holding Company, AT&T Wireless PCS,
             Inc., TWR Cellular Inc. and other stockholders.

  10.41*     Amended and Restated Agreement, dated April 16, 1999, by and among
             TeleCorp Communications, Inc., Triton PCS, Inc., Tritel
             Communications, Inc. and Affiliate License Co, L.L.C.

  10.42*     TeleCorp PCS, Inc. 1998 Restricted Stock Plan, as amended May 20,
             1999.

  10.43**    TeleCorp PCS, Inc. Stock Option Plan, dated June 23, 1999, as
             amended.

  10.44*     Indenture, dated as of April 23, 1999, by and between Bankers
             Trust Company, as trustee, and TeleCorp PCS, Inc. relating to the
             11 5/8% Senior Subordinated Discount Notes due 2009.

  10.45**    Form of Indemnification Agreement to be entered into between
             TeleCorp PCS, Inc. and its directors and executive officers.

  10.46.1++  Stockholders' Agreement by and among AT&T Wireless PCS Inc.,
             Initial investors other than AT&T Wireless, Management
             Stockholders, and Tritel, Inc. dated January 7, 1999.

  10.46.2++  First Amendment to TeleCorp's Stockholders' Agreement, dated
             August 27, 1999.

  10.46.3++  Second Amendment to TeleCorp's Stockholders' Agreement, dated as
             of September 1, 1999.

  10.46.4+   Third Amendment to TeleCorp's Stockholders' Agreement, dated
             November 18, 1999.

  10.46.5+   Fourth Amendment to TeleCorp's Stockholders' Agreement, dated
             December 10, 1999.
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
  10.47++    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.

  10.48      Form of Investors Stockholder Agreement, by and among Holding
             Company, Inc. and AT&T Wireless PCS, Inc. CB Capital Investors,
             L.P., Private Equity Investors III, Equity-Linked Investors-II,
             Whitney III, L.P., Whitney Strategic Partners III, L.P.,
             Media/Communications Investors Limited Partnership,
             Media/Communications Partners III Limited Partnership, Toronto
             Dominion Investments, Inc., Northwood Capital Partners LLC,
             OneLiberty Fund III, L.P., Hoak Communications Partners, L.P., HCP
             Capital Fund, L.P., Cich, Incorporated LP, Dresdner Kleinworth
             Benson Private Equity Partners LP, Toronto Dominion Investments,
             Inc., Entergy Wireless Capital Corporation, General Electric
             Capital Corporation, Triune PCS, LLC, FCA Venture Partners II, LP,
             Clayton Associates LLC, Trillium PCS, LLC, Airwave Communications,
             LLC, Digital PCS, LLC, and The Manufacturers Life Insurance
             Company.

  10.49++    AT&T Wireless Services, Inc. Network Membership License Agreement
             between AT&T Corp. and Tritel, Inc. dated January 7, 1999.

  10.50++    Intercarrier Roamer Service Agreement between AT&T Wireless
             Services, Inc. and Tritel, Inc. dated January 7, 1999.

  10.51++    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.

  10.52      Form of Employment Agreement, by and between Holding Company and
             William M. Mounger, II.

  10.53      Form of Employment Agreement, by and between Holding Company and
             E.B. Martin, Jr.

  10.54      Letter Agreement, dated February 28, 2000, by and among William
             Mounger, II, TeleCorp PCS, Inc., Tritel, Inc., Thomas Sullivan,
             and Gerald Vento.

  10.55      Letter Agreement, dated February 28, 2000, by and among E.B.
             Martin, Jr., TeleCorp PCS, Inc., Tritel, Inc., Thomas Sullivan,
             and Gerald Vento.

  10.56      Form of Amended and Restated Restricted Stock Agreement pursuant
             to the Tritel, Inc. Amended and Restated 1999 Stock Option Plan.

  10.57+     Tritel, Inc. Amended and Restated 1999 Stock Option Plan for Non-
             employee Directors, effective January 7, 1999.

  10.58++    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.

  10.59++    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.

  10.60++    Master Lease Agreement between Tritel Communications, Inc. and
             Crown Communication Inc. dated October 30, 1998.

  10.61++    Master Lease Agreement between Signal One, LLC and Tritel
             Communications, Inc. dated December 31, 1998.
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
  10.62.1++  Management Agreement between Tritel Management, LLC and Tritel,
             Inc. dated January 1, 1999.

  10.62.2++  First Amendment to Management Agreement, dated as of September 1,
             1999.

  10.62.3+++ Agreement to terminate Tritel Management Agreement, dated as of
             February 28, 2000, by and between Tritel Management, LLC and
             Tritel, Inc.

  10.63++    Master Antenna Site Lease No. D41 between Pinnacle Towers Inc. and
             Tritel Communications, Inc. dated October 23, 1998.

  10.64++    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.

  10.65++    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.

  10.66++    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 Federal Communications Commission licenses
             owned or to be acquired by Tritel.

  10.67.1++  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.
  10.67.2++  Addendum to June 1, 1998 Services Agreement, dated as of March 23,
             1999.
  10.68++    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.
  10.69++    Agreement by and between BellSouth Telecommunications, Inc. and
             Tritel Communications, Inc., effective as of March 16, 1999.
  10.70++    Agreement for Project and Construction Management Services between
             Tritel Communications, Inc. and Tritel Finance, Inc. and Bechtel
             Corporation, dated November 24, 1998.
  10.71++    Services Agreement by and between Tritel Communications, Inc. and
             Spectrasite Communications, Inc., dated as of July 28, 1998.
  10.72++    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.
  10.73++    Securities Purchase Agreement by and among AT&T Wireless PCS Inc.,
             TWR Cellular, Inc., Initial investors other than AT&T Wireless,
             Mercury PCS, LLC, Mercury PCS II, LLC, Management Stockholders and
             Tritel, Inc., dated as of May 20, 1998.
  10.74++    Closing Agreement by and among AT&T Wireless PCS, Inc., TWR
             Cellular, Inc., Initial investors other than AT&T Wireless,
             Airwave Communications, LLC, Digital PCS, LLC, Management
             Stockholders, Mercury Investor Indemnitors and Tritel, Inc., dated
             as of January 7, 1999.
  10.75++    Master Build To Suit And Lease Agreement between Tritel
             Communications, Inc., a Delaware corporation and American Tower,
             L.P., a Delaware limited partnership.
  10.76++    Master Build To Suit And Lease Agreement between Tritel
             Communications, Inc. and SpectraSite Communications, Inc.
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
  10.77++    Master Build To Suit Services And License Agreement between Tritel
             Communications, Inc. and Crown Communication Inc.
  10.78++    Master Build To Suit And Lease Agreement by and between Tritel
             Communications, Inc. and SBA Towers, Inc.
  10.79++    Master Site Agreement between Tritel Communications, Inc. and
             BellSouth Mobility Inc., dated July 2, 1999.
  10.80++    Master Site Agreement between Tritel Communications, Inc. and
             BellSouth Mobility PCS, dated March 10, 1999.
  10.81++    Consent to Exercise of Option between Tritel, Inc., AT&T Wireless
             PCS, Inc., TWR Cellular, Inc. and Management Stockholders dated
             May 20, 1999.
  10.82++    License Purchase Agreement between Digital PCS, LLC and Tritel,
             Inc. dated as of May 20, 1999.
  10.83++    Amended and Restated Employment Agreement of Jerry M. Sullivan,
             Jr., dated as of September 1, 1999.
  10.84++    Stock Purchase Agreement, dated as of September 1, 1999.
  10.85++    Mutual Release and Termination Agreement, dated as of September 1,
             1999.
  10.86      Form of Management Agreement between TeleCorp Management Corp,
             Inc. and TeleCorp PCS, Inc.
  10.87      Asset Purchase Agreement, dated as of June 2, 2000, between
             Airadigm Communications, Inc. and RW Acquisition L.L.C.
  10.88      Contingent Supplement to Asset Purchase Agreement, dated as of
             June 2, 2000, by and between Airadigm Communications, Inc. and RW
             Acquisition L.L.C.
  10.89      Letter Agreement by and between RW Acquisition, L.L.C. and
             Airadigm Communications, Inc. regarding Working Capital Loan,
             dated June 2, 2000.
  10.90      Construction Management Agreement, dated as of June 2, 2000, by
             and between Telecorp Communications, Inc. and Airadigm
             Communications, Inc.
  10.91      Counterpart Signature Page and Joinder to the Agreement and Plan
             of Reorganization and Contribution, dated May 31, 2000 by
             TeleCorp-Tritel Holding Company.
  10.92      Counterpart Signature Page and Joinder to the Agreement and Plan
             of Reorganization and Contribution, dated May 31, 2000 by TTHC
             First Merger Sub, Inc.
  10.93      Counterpart Signature Page and Joinder to the Agreement and Plan
             of Reorganization and Contribution, dated May 31, 2000 by TTHC
             Second Merger Sub, Inc.
  23.1       Consent of Lehman Brothers.
  23.2       Consent of Merrill Lynch.
  23.3       Consent of PricewaterhouseCoopers LLP.
  23.4       Consent of KPMG LLP.
  23.5       Consent of Cadwalader, Wickersham & Taft (included in Exhibit
             8.1).
  23.6       Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
             (included in Exhibit 5.1).
  23.7       Consent of Brown & Wood LLP. (included in Exhibit 8.2).
  23.8       Consent of William M. Mounger, II.
  23.9       Consent of E.B. Martin, Jr.
  23.10      Consent of Alex P. Coleman.
  23.11      Consent of Michael R. Hannon.
</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
  23.12      Consent of Michael Schwartz.
  23.13      Consent of Scott I. Anderson.
  23.14      Consent of James M. Hoak.
  23.15      Consent of David A. Jones, Jr.
  23.16      Consent of Kevin J. Shepherd.
  23.17      Consent of William W. Hague.
  23.18      Consent of Rohit M. Desai.
  23.19      Consent of Ann K. Hall.
  24+++      Power of Attorney.
  99.1       Form of Proxy of TeleCorp PCS.
  99.2       Form of Proxy of Tritel, Inc.
  99.3       Opinion of Lehman Brothers (included as Annex D to the joint proxy
             statement-prospectus forming a part of this Registration Statement
             and incorporated herein by reference).
  99.4       Opinion of Merrill Lynch (included as Annex E to the joint proxy
             statement-prospectus forming a part of this Registration Statement
             and incorporated herein by reference).
</TABLE>
--------
  *  Incorporated by reference to the Registration Statement on Form S-1 (File
     No. 333-89393) of TeleCorp PCS, Inc.
 **  Incorporated by reference to the Form 10-Q filed on November 15, 1999
     (File No. 333-81313-01) of TeleCorp PCS, Inc.
***  Incorporated by reference to the Form 10-K filed on March 30, 2000 (File
     No. 000-27901) of TeleCorp PCS, Inc.
   + Incorporated by reference to the Registration Statement on Form S-1 (File
     No. 333-91207) of Tritel, Inc.
  ++ Incorporated by reference to the Registration Statement on Form S-4 (File
     No. 333-82509) of Tritel PCS, Inc.

+++  Previously filed as an exhibit to the Registration Statement on Form S-4
     (File No. 333-36954) of TeleCorp-Tritel Holding Company.

                                       8


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission