POWERTEL INC /DE/, DEF 14A, 2000-04-25

POWERTEL INC /DE/
DEF 14A, 2000-04-25
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the registrant [X]
Filed by a party other than the registrant [ ]

Check the appropriate box:
[ ] Preliminary proxy statement
|X| Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))

POWERTEL, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

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[LOGO]
POWERTEL, INC.
1233 O.G. SKINNER DRIVE
WEST POINT, GEORGIA 31833
(706) 645-2000

April 26, 2000

Dear Stockholder:

We cordially invite you to attend the Annual Meeting of Stockholders
of Powertel, Inc. The annual meeting will be held at 10:00 a.m. on Thursday,
May 25, 2000 at The Cotton Duck, 6101 20th Avenue, Valley, Alabama 36854. At
the meeting, you will be asked to:

1. approve an amendment to Powertel's Certificate of
Incorporation to increase the number of authorized
shares of common stock from 100,000,000 to
400,000,000 shares;

2. approve the Powertel, Inc. 2000 Stock Option and
Incentive Plan;

3. elect four directors to serve for a term of three
years; and

4. ratify the appointment of Arthur Andersen LLP as
Powertel's independent public accountants for the
year ending December 31, 2000.

We have included a copy of Powertel's Annual Report to Stockholders
with the Proxy Statement. We encourage you to read the Annual Report. It
includes our audited financial statements for the year ended December 31, 1999
as well as information about our operations, markets, products and services.

We urge you to carefully review the enclosed materials. Whether or not
you plan to attend the meeting, we ask that you read the information on the
following pages and promptly submit your proxy card in the postage-paid
envelope provided. If you attend the meeting, you may vote in person if you
wish, even though you have previously returned your proxy.

Your vote is very important, and we appreciate your cooperation in
considering and acting on the matters presented.

Sincerely,

/s/ Allen E. Smith
--------------------------------------------
Allen E. Smith
Chief Executive Officer

<PAGE> 3

POWERTEL, INC.
1233 O.G. SKINNER DRIVE
WEST POINT, GEORGIA 31833
(706) 645-2000

-----------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2000
-----------------------------------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Powertel, Inc. will be held at 10:00 a.m. on Thursday, May 25, 2000 at The
Cotton Duck, 6101 20th Avenue, Valley, Alabama 36854. At the meeting, you will
be asked to:

1. approve an amendment to Powertel's Certificate of
Incorporation to increase the number of authorized
shares of common stock from 100,000,000 to
400,000,000 shares;

2. approve the Powertel, Inc. 2000 Stock Option and
Incentive Plan;

3. elect four directors to serve for a term of three
years; and

4. ratify the appointment of Arthur Andersen LLP as
Powertel's independent public accountants for the
year ending December 31, 2000.

You can only vote at the meeting if you were a stockholder of record
on April 14, 2000.

By Order of the Board of Directors

/s/ Allen E. Smith
-------------------------------------------
Allen E. Smith
Chief Executive Officer

April 26, 2000

<PAGE> 4

POWERTEL, INC.
1233 O.G. SKINNER DRIVE
WEST POINT, GEORGIA 31833
(706) 645-2000

-----------------------------------------------------
PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2000
-----------------------------------------------------

The Board of Directors of Powertel, Inc. is soliciting your proxy for
use at the Annual Meeting of Stockholders of Powertel on Thursday, May 25,
2000. On or about April 28, 2000, we will begin mailing this Proxy Statement
and the proxy card to stockholders entitled to vote at the annual meeting.

At the meeting, you will be asked to:

1. approve an amendment to Powertel's Certificate of
Incorporation to increase the number of authorized
shares of common stock from 100,000,000 to
400,000,000 shares;

2. approve the Powertel, Inc. 2000 Stock Option and
Incentive Plan;

3. elect four directors to serve for a term of three
years; and

4. ratify the appointment of Arthur Andersen LLP as
Powertel's independent public accountants for the
year ending December 31, 2000.

The Board of Directors recommends that you vote for each of these
proposals. In addition, the stockholders may transact any other business that
may properly come before the meeting or any adjournment or postponement of the
meeting. Except for procedural matters, we do not know of any matters other
than those listed above that will be brought before the meeting. If, however,
other matters are properly brought before the meeting, we will vote your proxy
on those matters as determined by a majority of the Board of Directors.

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

YOU SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION INCLUDED IN THIS
PROXY STATEMENT PRIOR TO RETURNING YOUR PROXY.

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

THE DATE OF THIS PROXY STATEMENT IS APRIL 26, 2000.

<PAGE> 5

TABLE OF CONTENTS

Page
----

<S> <C>
PROXY AND VOTING INFORMATION......................................................................................1
Who may vote.............................................................................................1
How do you vote..........................................................................................1
How do proxies work......................................................................................1
How do you revoke a proxy................................................................................1
What is a quorum.........................................................................................1
How many votes are required to approve each proposal.....................................................1
Who pays for this proxy solicitation.....................................................................2
How can you submit a stockholder proposal for next year's meeting........................................2
Where can you find more information about us.............................................................2
AMENDMENT TO THE THIRD RESTATED CERTIFICATE OF INCORPORATION......................................................3
What will the Amendment say..............................................................................3
How many shares are currently authorized.................................................................3
Why does the Board believe the increase in authorized common stock is in the best interests
of Powertel and our stockholders................................................................3
Will the increase in authorized common stock have an anti-takeover effect................................4
How many votes are required to approve the increase in the authorized common stock.......................4
APPROVAL OF THE POWERTEL, INC. 2000 STOCK OPTION AND INCENTIVE PLAN...............................................5
What is the purpose of the 2000 Plan.....................................................................5
Who will administer the 2000 Plan........................................................................5
How many shares of common stock are reserved for issuance under the 2000 Plan............................5
Who is eligible to participate under the 2000 Plan.......................................................6
What type of awards can be granted.......................................................................6
How can options be exercised.............................................................................6
How can the Board amend or terminate the 2000 Plan.......................................................7
What are the federal tax consequences....................................................................7
How many votes are required to approve the 2000 Plan.....................................................8
ELECTION OF DIRECTORS.............................................................................................9
Director Nominees.......................................................................................10
Other Directors and Executive Officers..................................................................10
Committees of the Board of Directors and Nominations by Stockholders....................................11
Certain Relationships and Related Transactions..........................................................12
Compliance with Section 16(a) of the Exchange Act.......................................................13
EXECUTIVE COMPENSATION...........................................................................................14
Option Grants...........................................................................................14
Option Exercises and Holdings...........................................................................15
Benefit Plans...........................................................................................15
Director Compensation...................................................................................16
Compensation Committee Interlocks and Insider Participation.............................................16
Compensation/Stock Option Committee Report on Executive Compensation....................................17
Performance Graph.......................................................................................20
Beneficial Ownership of Capital Stock...................................................................21
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS....................................................23
How many votes are required to ratify the appointment...................................................23
INFORMATION WE HAVE INCORPORATED BY REFERENCE....................................................................24
OTHER MATTERS....................................................................................................24
</TABLE>

APPENDICES

Appendix A Powertel, Inc. 2000 Stock Option and Incentive Plan

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PROXY AND VOTING INFORMATION

WHO MAY VOTE

Holders of record of Powertel's common stock at the close of business
on April 14, 2000 may vote at the meeting or any adjournment or postponement of
the meeting. On April 14, 2000, 31,037,642 shares of Powertel's common stock
were issued and outstanding and held of record by approximately 309
stockholders. Each stockholder is entitled to one vote per share.

HOW DO YOU VOTE

You may vote by proxy or in person at the meeting. To vote by proxy,
please complete, sign, date and return your proxy card in the postage-paid
envelope that we have provided.

HOW DO PROXIES WORK

Giving your proxy means that you authorize us to vote your shares at
the meeting in the manner you direct. If you sign, date and return the enclosed
proxy card but do not specify how to vote, we will vote your shares for
approval of the amendment to increase the authorized common stock, for approval
of the Powertel, Inc. 2000 Stock Option and Incentive Plan, for the election of
the directors designated below and for ratification of the appointment of
Arthur Andersen LLP as Powertel's independent public accountants. We do not
know of any other matters that will be brought before the meeting. If, however,
other matters are properly brought before the meeting, we will vote your proxy
on those matters as determined by a majority of the Board of Directors.

HOW DO YOU REVOKE A PROXY

You may revoke your proxy before it is voted by submitting a new proxy
with a later date, or by filing an instrument of revocation with Powertel's
Assistant Secretary. You may also revoke your proxy by voting in person at the
meeting.

WHAT IS A QUORUM

In order to carry on the business of the meeting, we must have a
quorum. A quorum requires the presence, in person or by proxy, of the holders
of a majority of the votes entitled to be cast at the meeting. We count
abstentions and broker non-votes as present and entitled to vote for purposes
of determining a quorum. A broker non-vote occurs when you fail to provide
voting instructions to your broker for shares that your broker holds on your
behalf in a nominee name, which is commonly referred to as holding your shares
in "street name." Under those circumstances, your broker may be authorized to
vote for you on some routine items but is prohibited from voting on other
items. Those items for which your broker cannot vote result in broker
non-votes.

HOW MANY VOTES ARE REQUIRED TO APPROVE EACH PROPOSAL

The affirmative vote of a majority of the outstanding common stock
entitled to vote on the amendment to the Certificate of Incorporation is
necessary for approval. For this purpose, if you vote to "abstain" on this
proposal, your shares will have the same effect as if you voted against the
proposal. Broker non-votes will have the same effect as a vote against the
proposal.

The four nominees for director receiving the greatest number of votes
at the meeting will be elected as directors. Abstentions and broker non-votes
are not counted for this purpose.

For all other matters that the stockholders will vote upon at the
meeting, the affirmative vote of a majority of shares present in person or
represented by proxy, and entitled to vote on the matter, is necessary for
approval. For this purpose, if you vote to "abstain" on a proposal, your shares
will be treated as present and will have the same effect as if you voted
against the proposal. Broker non-votes, however, are not counted for this
purpose and have no effect on the outcome of the vote.

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WHO PAYS FOR THIS PROXY SOLICITATION

We will pay the expenses of soliciting proxies. In addition to
solicitation by mail, our officers may solicit proxies in person or by
telephone. We will also make arrangements with brokerage houses and other
custodians, nominees and fiduciaries for forwarding solicitation materials to
beneficial owners. We will reimburse these persons for their reasonable
expenses.

HOW CAN YOU SUBMIT A STOCKHOLDER PROPOSAL FOR NEXT YEAR'S MEETING

We provide all stockholders with the opportunity, under certain
circumstances, to participate in the governance of Powertel by submitting
proposals that they believe merit consideration at the next annual meeting of
stockholders, which currently is expected to be held in May 2001. To enable
management to analyze and respond adequately to proposals and to prepare
appropriate proposals for presentation in next year's proxy statement, you must
submit your proposal to us no later than December 26, 2000, to the attention of
our Assistant Secretary, at our principal place of business in West Point,
Georgia. You may also submit the names of individuals who you wish to be
considered by the Board of Directors as nominees for directors. For each matter
you intend to bring before the meeting, your notice must include a brief
description of the business you wish to be considered, any material interest
you have in that business and the reasons for conducting that business at the
meeting. The notice must also include your name and address and the class and
number of shares of Powertel stock that you own. Any proposal for presentation
at our next annual meeting which is outside the processes of Rule 14a-8 under
the Securities Exchange Act of 1934 will be considered untimely for purposes of
Rules 14a-4 and 14a-5 if we receive it after March 5, 2001.

WHERE CAN YOU FIND MORE INFORMATION ABOUT US

We are subject to the informational requirements of the Exchange Act
and are required to file reports, proxy statements and other information with
the Securities and Exchange Commission. You may inspect and copy our reports,
proxy statements and other information at the Public Reference Section of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New
York, New York 10048. You may also obtain copies of the reports, proxy
statements and other information from the Public Reference Section of the
Commission, Washington, D.C. 20549, at prescribed rates. The Commission
maintains a world wide web site on the internet at http://www.sec.gov that
contains reports, proxies, information statements, and registration statements
and other information filed with the Commission through the EDGAR system. Our
common stock is traded on the Nasdaq National Market (Symbol: PTEL), and our
reports, proxy statements and other information can also be inspected at the
offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C.
20006.

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<PAGE> 8

AMENDMENT TO THE THIRD RESTATED CERTIFICATE OF INCORPORATION
(PROPOSAL 1)

The Board of Directors has approved and recommends that you adopt the
following amendment to Section 5.1 of Powertel's Third Restated Certificate of
Incorporation which increases the number of authorized shares of common stock
from 100,000,000 to 400,000,000 shares. If the stockholders approve the
amendment to the Certificate of Incorporation at the meeting, the amendment
will become effective upon the filing of a Certificate of Amendment of
Certificate of Incorporation with the Secretary of State of the State of
Delaware, which we expect to occur promptly after the meeting.

WHAT WILL THE AMENDMENT SAY

"The Third Restated Certificate of Incorporation of the Corporation is
hereby amended by deleting Section 5.1 thereof in its entirety, and inserting
in lieu thereof the following:

5.1 AUTHORIZED SHARES. The aggregate number of shares of
stock which the Corporation shall have the authority to issue is
401,000,000. 1,000,000 of such shares shall be Preferred Stock, having
a par value of $.01 per share ("Preferred Stock"). 400,000,000 of such
shares shall be Common Stock, all of one class, having a par value of
$.01 per share ("Common Stock")."

HOW MANY SHARES ARE CURRENTLY AUTHORIZED

Our Certificate of Incorporation currently authorizes 101,000,000
shares of capital stock, consisting of 100,000,000 shares of common stock and
1,000,000 shares of preferred stock. On April 14, 2000, there were 31,037,642
issued and outstanding shares of common stock, including 88,528 shares
outstanding under Powertel's 1995 Employee Restricted Stock Plan. On that date,
3,345,828 shares of common stock were subject to issuance upon exercise of
outstanding options and warrants. In addition, the following shares of
preferred stock were issued and outstanding: 100,000 shares of each of our
Series A Convertible Preferred Stock and Series B Convertible Preferred Stock
and 50,000 shares of each of our Series D Convertible Preferred Stock, Series E
6.5% Cumulative Convertible Preferred Stock and Series F 6.5% Cumulative
Convertible Preferred Stock. Thus, as of April 14, 2000, 68,962,358 shares of
common stock and 650,000 shares of preferred stock remained available for
issuance without further action by our stockholders.

WHY DOES THE BOARD BELIEVE THE INCREASE IN AUTHORIZED COMMON STOCK IS IN THE
BEST INTERESTS OF POWERTEL AND OUR STOCKHOLDERS

The Board believes that the proposed increase in the authorized shares
of common stock would enhance our flexibility in connection with possible
future actions, including stock splits, stock dividends, financings, mergers,
acquisitions, employee benefit plan issues and other general corporate
purposes. By having additional shares of authorized common stock available for
issuance, we will be able to issue additional shares of common stock without
the expense and delay of a special meeting of the stockholders. By eliminating
the delay caused by the need for stockholder approval, we can more readily
engage in financing transactions and acquisitions which take full advantage of
changing market conditions.

Our common stock is quoted on the Nasdaq National Market. Despite the
increase in our authorized common stock, the rules of the National Association
of Securities Dealers, Inc. currently require us to obtain stockholder approval
for the issuance of our common stock or securities convertible into our common
stock in several instances, including:

- issuances resulting in a change of control;

- issuances that involve acquisitions involving our directors,
officers or substantial security holders where the issuance
could result in an increase in outstanding common shares or
voting power of 5% or more;

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<PAGE> 9

- issuances that could result in an increase in the voting
power or outstanding common shares of 20% or more; and

- certain other non-public sales or issuances of our common
stock or securities convertible into or exercisable for our
common stock equal to 20% or more of the voting power
outstanding before the issuance, if the issuance is for less
than the greater of book or market value of our common stock.

We can apply for exceptions to these rules with the NASD. In other instances,
such as stock dividends, the Board may issue additional shares of our common
stock in their discretion without any further action by you, except as
otherwise required by applicable law or any stock exchange on which our common
stock may then be listed. We are not currently engaged in any negotiations with
respect to the use of any shares of the additional authorized common stock, nor
are we a party to any plans, commitments, arrangements or understandings with
respect to the issuance of those shares.

The new shares of authorized common stock would be part of the
existing class of common stock and would increase the number of shares of
common stock that we could issue, but would have no effect upon the terms of
the common stock or the rights of the holders of the common stock. If and when
we issue the additional authorized shares of common stock, they would have the
same rights and privileges as the shares of common stock presently outstanding.
You will not have any preemptive rights to purchase additional shares of our
common stock.

WILL THE INCREASE IN AUTHORIZED COMMON STOCK HAVE AN ANTI-TAKEOVER EFFECT

Although the Board has no present intention of doing so, it could
issue shares of common stock in a public or private sale to purchasers who
might agree with the Board in opposing an unfriendly takeover bid for Powertel.
Thus, the issuance of the additional shares of common stock could be used to
dilute the stock ownership of an unfriendly takeover bidder. In fact, the mere
existence of the additional authorized shares of common stock could have the
effect of discouraging an unfriendly attempt by a third party to acquire
control of Powertel with a view to imposing a merger, a sale of all or any part
of our assets or a similar transaction. While the authorization of additional
shares of common stock may have any of these effects, the Board does not intend
the increase in authorized common stock to be an anti-takeover measure. The
Board does not presently intend to propose any measures designed to discourage
any unfair or unnegotiated takeovers but reserves the right to propose and
adopt such measures if it determines that such measures are in the best
interests of Powertel and our stockholders.

HOW MANY VOTES ARE REQUIRED TO APPROVE THE INCREASE IN THE AUTHORIZED COMMON
STOCK

The affirmative vote of a majority of the outstanding shares of common
stock on April 14, 2000 is necessary to approve the amendment to the
Certificate of Incorporation. Unless you instruct us otherwise, we will vote
your proxy in favor of the amendment to the Certificate of Incorporation.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.

4
<PAGE> 10

APPROVAL OF THE POWERTEL, INC. 2000 STOCK OPTION AND INCENTIVE PLAN
(PROPOSAL 2)

On March 17, 2000 the Board of Directors adopted the Powertel, Inc.
2000 Stock Option and Incentive Plan, subject to the approval of the 2000 Plan
by the stockholders at this meeting. Our existing Amended and Restated 1991
Stock Option Plan and Amended Non-Employee Stock Option Plan both expire in
2001. We have summarized the principal provisions of the 2000 Plan below. This
summary is not complete, and we encourage you to read the 2000 Plan, which is
included in Appendix A.

WHAT IS THE PURPOSE OF THE 2000 PLAN

The Board believes that stock options and restricted stock awards are
important to attract, retain and motivate persons who make, or are expected to
make, important contributions to Powertel. The purpose of the 2000 Plan is to
further our growth and success by enabling our officers, directors,
consultants, advisors and employees to acquire shares of common stock, thereby
increasing their personal interest in our growth and success, and by providing
a means of rewarding outstanding performance by these individuals. The Board
believes that it is important that Powertel continue to have the incentive of
stock options and restricted stock awards available as a means of attracting
and retaining highly qualified and motivated personnel.

WHO WILL ADMINISTER THE 2000 PLAN

The Compensation/Stock Option Committee of the Board will administer
the 2000 Plan. The Compensation Committee has the authority to adopt, amend and
repeal any administrative rules, guidelines and practices relating to the 2000
Plan. The Compensation Committee generally has discretion to determine the
terms of option grants and restricted stock awards. Option grants are subject
to certain limitations, including the following:

- the number of shares subject to options granted to any one
person in a year may not exceed 1,000,000 shares;

- incentive stock options may only be granted to persons who
are employees of Powertel or our subsidiaries;

- if an award is intended to be an incentive stock option, the
option price per share may not be less than the fair market
value of our common stock on the date of grant, and if the
award is granted to a stockholder holding more than 10% of
the combined voting power of all classes of our capital
stock, the option price per share may not be less than 110%
of the fair market value of our common stock on the date of
grant; and

- the term of an incentive stock option may not exceed 10
years, or 5 years if granted to a stockholder owning more
than 10% of the total combined voting power of all classes of
stock.

The Compensation Committee determines the fair market value of our common stock
in accordance with the provisions of the 2000 Plan.

HOW MANY SHARES OF COMMON STOCK ARE RESERVED FOR ISSUANCE UNDER THE 2000 PLAN

The 2000 Plan initially has a maximum of 3,500,000 shares of common
stock reserved for issuance pursuant to awards granted under the 2000 Plan. The
number of shares of common stock available for issuance under the 2000 Plan
will be automatically subject to increase (but not decrease) on January 1 of
each year to an amount equal to:

- fifteen percent of the number of shares of our common stock
that were outstanding on a fully diluted basis on December 31
of the immediately preceding year

less

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<PAGE> 11

- as of December 31 of the immediately preceding year, the sum
of (x) with respect to our 1991 Stock Option Plan and
Non-Employee Stock Option Plan, (A) the number of shares
subject to options outstanding on that date, (B) the number
of shares previously issued upon the exercise of options
granted under those plans and (C) the number of shares as to
which options remain available to be granted on that date
under those plans, plus (y) with respect to our 1995 Employee
Restricted Stock Plan, the number of shares granted under
that plan on that date and the number of shares of stock that
remain available to be granted on that date under that plan.

This automatic increase will begin on January 1, 2001. However, we cannot issue
more than 3,500,000 shares of common stock pursuant to incentive stock options
without obtaining stockholder approval of that increased amount. Options or
other awards that are granted under the 2000 Plan but expire or terminate
without being exercised are available for future grant.

WHO IS ELIGIBLE TO PARTICIPATE UNDER THE 2000 PLAN

The Compensation Committee determines the class of persons eligible to
participate under the 2000 Plan. The class of eligible participants shall
include, but is not limited to, all employees, officers, directors, consultants
and advisors of Powertel and our subsidiaries and affiliates of Powertel and
our subsidiaries. As of April 14, 2000, approximately 2,200 persons were
eligible to receive awards under the 2000 Plan, including our eight executive
officers and seven non-employee directors. The granting of awards under the
2000 Plan is discretionary, and we cannot determine now the number or type of
awards to be granted in the future to any particular person or group.

WHAT TYPE OF AWARDS CAN BE GRANTED

The 2000 Plan permits a variety of awards, including incentive stock
options intended to qualify under Section 422 of the Tax Code, non-qualified
stock options and restricted stock. While we currently anticipate that most
grants under the 2000 Plan will consist of stock options, we may also grant
restricted stock awards, which entitle recipients to acquire shares of common
stock, subject to our right to repurchase all or part of the granted shares at
their purchase price if the conditions specified in the award are not
satisfied. The Compensation Committee can grant awards alone, in addition to,
in tandem with, or in substitution for any other award granted under the 2000
Plan or any other plan of Powertel. The Compensation Committee can determine
the exercise price per share under any stock option and the restrictions on any
restricted stock award in its discretion.

HOW CAN OPTIONS BE EXERCISED

An optionee may pay Powertel the exercise price by:

- tendering cash equal to the exercise price;

- exchanging shares of our common stock already owned by the
optionee, which shares have a fair market value equal to the
exercise price;

- allowing Powertel to withhold shares of common stock
otherwise issuable upon exercise of the option having a fair
market value equal to the exercise price; or

- combining any of the above methods.

An optionee may also exercise an option by directing Powertel to deliver a
certificate for the shares being purchased to a licensed broker as agent for
the optionee so long as the broker tenders to Powertel cash or cash equivalents
equal to the exercise price.

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<PAGE> 12

HOW CAN THE BOARD AMEND OR TERMINATE THE 2000 PLAN

The Board can amend or terminate the 2000 Plan without the consent of
the stockholders at any time. However, an amendment, although effective when
made, will be subject to stockholder approval within one year after approval by
the Board if it:

- increases the total number of shares of common stock issuable
pursuant to incentive stock options under the 2000 Plan; or

- changes the class of employees eligible to receive incentive
stock options that may participate in the 2000 Plan.

WHAT ARE THE FEDERAL TAX CONSEQUENCES

The following summarizes the principal federal income tax consequences
generally applicable to awards under the 2000 Plan.

Tax consequences of stock options. The grant of an option is not
expected to result in any taxable income for the recipient. The tax consequence
to an optionee upon a disposition of shares acquired through the exercise of an
option will depend on how long the shares have been held and upon whether such
shares were acquired by exercising an incentive stock option or by exercising a
nonqualified stock option. The holder of an incentive stock option generally
will have no taxable income upon exercise (except that a liability may arise
pursuant to the alternative minimum tax), and Powertel will not be entitled to
a tax deduction upon exercise. Generally, there will be no tax consequence to
Powertel in connection with a disposition of shares acquired under an incentive
stock option if the holding periods set forth in the Tax Code have been
satisfied, and the optionee will realize a long-term capital gain (or loss) on
the difference between the amount the optionee receives upon disposition of the
stock and the exercise price paid by the optionee. Upon exercising a
nonqualified stock option, the optionee must recognize ordinary income equal to
the excess of the fair market value of the shares of common stock acquired on
the date of the exercise over the exercise price, and Powertel will be entitled
at that time to a tax deduction for the same amount.

Tax consequences of restricted stock awards. With respect to a
restricted award that is payable in shares of common stock that are restricted
as to transferability and subject to a substantial risk of forfeiture, unless a
special election is made pursuant to the Tax Code, the holder of the award must
recognize ordinary income equal to the excess of (i) the fair market value of
the shares of common stock received (determined as of the first time the shares
become transferable or not subject to a substantial risk of forfeiture,
whichever occurs earlier) over (ii) the amount (if any) paid for such shares of
common stock by the holder, and Powertel will be entitled at that time to a tax
deduction for the same amount.

Other tax matters. Special rules may apply in the case of individuals
subject to Section 16 of the Exchange Act. In particular, unless a special
election is made pursuant to the Tax Code, shares received pursuant to the
exercise of a stock option or stock appreciation right may be treated as
restricted as to transferability and subject to a substantial risk of
forfeiture for a period of up to six months after the date of exercise.
Accordingly, the amount of any ordinary income recognized, and the amount of
Powertel's tax deduction, are determined as of the end of such period.

Under the 2000 Plan, the Compensation Committee may permit
participants receiving or exercising awards, subject to the discretion of the
Committee and upon such terms and conditions as it may impose, to surrender
shares of common stock (either shares received upon the receipt or exercise of
the award or shares previously owned by the optionee) to Powertel to satisfy
federal and state tax withholding obligations.

The 2000 Plan has been designed to meet the requirements of Section
162(m) of the Tax Code regarding the deductibility of executive compensation
with respect to stock options and certain other awards based solely on an
increase in the value of shares of common stock after the date of grant of the
award.

7
<PAGE> 13

HOW MANY VOTES ARE REQUIRED TO APPROVE THE 2000 PLAN

The affirmative vote of a majority of the shares present in person or
represented by proxy is necessary to approve the 2000 Plan. Unless you instruct
us otherwise, we will vote your proxy in favor of approving the 2000 Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2.

8
<PAGE> 14

ELECTION OF DIRECTORS
(PROPOSAL 3)

Pursuant to our Certificate of Incorporation, the Board of Directors
shall have at least three but not more than fifteen directors. The Board can
determine the number of directors within these limits. The Board is divided
into three classes, as nearly equal in number as possible. The term of office
of only one class of directors expires in each year. The directors elected at
this meeting will hold office for a term of three years and until their
successors are elected and qualified.

At the meeting, you will be asked to elect four directors. If you
return your proxy card and do not specify otherwise on your proxy card, we will
vote your shares in favor of the election of the persons named below as
nominees. All of the nominees are currently directors of Powertel. The Board
believes that the nominees will stand for election and will serve if elected as
directors. If, however, any nominee fails to stand for election or is unable to
accept election and the Board recommends another nominee, we will vote in favor
of the election of the other person that the Board recommends. Directors will
be elected by a plurality of the votes cast at the meeting. There are no
cumulative voting rights in the election of directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 3.

The director nominees and other directors and executive officers of
Powertel and their ages as of April 14, 2000 and terms of office (in the case
of directors) are as follows:

TERM AS
DIRECTOR
DIRECTOR NOMINEES AGE POSITION(S) WITH POWERTEL EXPIRES
----------------- --- ------------------------- -------
<S> <C> <C> <C>
O. Gene Gabbard 59 Director 2000
William H. Scott, III 52 Director and Secretary 2000
William B. Timmerman 53 Director 2000
Donald W. Weber 63 Director 2000

OTHER DIRECTORS TERM AS
AND EXECUTIVE DIRECTOR
OFFICERS AGE POSITION(S) WITH POWERTEL EXPIRES
--------------- --- ------------------------- -------
<S> <C> <C> <C>
Campbell B. Lanier, III 49 Chairman of the Board of Directors 2001
Allen E. Smith 50 President, Chief Executive Officer and Director 2001
Fred G. Astor, Jr. 48 Executive Vice President and Chief Financial Officer --
Rodney D. Dir 42 Chief Operating Officer --
H. Jay Galletly 47 Executive Vice President and General Manager --
Nicholas J. Jebbia 52 Executive Vice President and General Manager --
George R. Johnson 58 Executive Vice President and General Manager --
Walter R. Pettiss 66 Executive Vice President -- Customer Service --
Michael P. Tatom 47 Executive Vice President and General Manager --
Donald W. Burton 56 Director 2002
Ann M. Milligan 41 Director 2001
</TABLE>

On October 28, 1998, Bert G. Clifford resigned from the Board, and on
December 31, 1999, Maurice P. O'Connor resigned from the Board. The Board has
not yet filled the vacancies created by Mr. Clifford's or Mr. O'Connor's
resignations. The directors that the Board elects to fill those vacancies will
be in the class of directors whose term expires in 2002.

Certain of our executive officers and directors hold or have held
positions in several corporations related to us through common directors or
stock ownership, including ITC Holding Company, Inc., SCANA Corporation and
various subsidiaries of ITC Holding Company and SCANA. In addition, certain of
our officers and directors have

9
<PAGE> 15

ownership interests in ITC Holding Company and SCANA. We have a policy
requiring that any material transactions between us and persons or entities
affiliated with our officers, directors or principal stockholders be on terms
no less favorable to us than we reasonably could have obtained in arm's length
transactions with independent third parties. We resolve any other matters
involving potential conflicts of interest on a case-by-case basis. For more
information, see "Certain Relationships and Related Transactions" below.

Our officers are appointed at the Board's first meeting after each
annual meeting of stockholders. Officers hold office for a term of one year and
until their successors are chosen and qualified or until their earlier
resignation or removal.

DIRECTOR NOMINEES

O. GENE GABBARD has been a director of Powertel since February 1992.
He has worked independently as an entrepreneur and consultant since February
1993. From August 1990 through January 1993, he served as Executive Vice
President and Chief Financial Officer of MCI Communications Corporation. Mr.
Gabbard currently serves as a director of ITC*DeltaCom, Inc. and ITC Holding
Company.

WILLIAM H. SCOTT, III served as Vice Chairman of the Board of
Directors of Powertel from its inception in April 1991 until February 1996 and
was reappointed as a director and Secretary in March 1996. Mr. Scott has served
as President of ITC Holding Company since 1991 and as a director since its
inception in 1989. He also is an officer and director of several other
subsidiaries of ITC Holding Company. Mr. Scott currently serves as the Chairman
of the Board of Directors of HeadHunter.NET, Inc. and as a director of
EarthLink, Inc., Innotrac Corporation, ITC*DeltaCom and KNOLOGY, Inc.

WILLIAM B. TIMMERMAN has been a director of Powertel since 1995. Since
April 1997, Mr. Timmerman has served as Chairman, Chief Executive Officer and
President of SCANA Corporation and as Chairman and Chief Executive Officer of
each of SCANA's subsidiaries. Since 1978, he has served in a variety of other
management positions at SCANA, including President, Senior Vice President,
Executive Vice President and Chief Financial Officer. Mr. Timmerman also serves
as a director of The Liberty Corporation and ITC*DeltaCom.

DONALD W. WEBER has been a director of Powertel since December 1991.
Since 1997, Mr. Weber has been a consultant and private investor. From 1993 to
1997, Mr. Weber served as President and Chief Executive Officer of ViewStar
Entertainment Services, Inc. From 1987 to 1991, Mr. Weber held various
executive positions, including President and Chief Executive Officer, and
served as a director of, Contel Corporation. Mr. Weber currently serves as a
director of HeadHunter.NET, HIE, Inc., ITC Holding Company, KNOLOGY and Pegasus
Communications Corporation.

OTHER DIRECTORS AND EXECUTIVE OFFICERS

CAMPBELL B. LANIER, III has served as Chairman of the Board of
Directors of Powertel since its inception in April 1991 and was Chief Executive
Officer of Powertel from its inception until September 1993. Mr. Lanier serves
as Chairman of the Board and Chief Executive Officer of ITC Holding Company. He
also is an officer and director of several other subsidiaries of ITC Holding
Company. Mr. Lanier is a special limited partner in the South Atlantic Venture
Fund II, Limited Partnership and South Atlantic Venture Fund III, Limited
Partnership. Donald W. Burton, a director of Powertel, is the managing general
partner of the general partners of these two funds. Mr. Lanier is a managing
director of South Atlantic Private Equity Fund IV, Limited Partnership. Mr.
Lanier currently serves as a director of EarthLink, ITC*DeltaCom, KNOLOGY and
Vista Eyecare, Inc.

ALLEN E. SMITH has been the Chief Executive Officer of Powertel since
September 1993 and has been the President and a director of Powertel since
January 1991. He was the Chief Operating Officer of Powertel from January 1991
to September 1993, when he became Chief Executive Officer. Mr. Smith has been a
Vice President of ITC Holding Company since January 1991.

10
<PAGE> 16

FRED G. ASTOR, JR. has been the Chief Financial Officer of Powertel
since May 1991. He served as Treasurer of Powertel from May 1991 until May 1995
and was Vice President of Powertel from May 1991 until May 1995, when he was
named Executive Vice President.

RODNEY D. DIR has been the Chief Operating Officer of Powertel since
March 1999 and was the Executive Vice President and General Manager for the
Atlanta, Georgia MTA from August 1996 to March 1999. In 1984, he joined GTE
Telephone Operations, and in 1989, he moved to GTE Mobilnet Incorporated's
cellular division. From 1995 to 1996, Mr. Dir served as Area General Manager
for GTE Mobilnet in California.

H. JAY GALLETLY has been the Executive Vice President and General
Manager for the Atlanta MTA since June 1999. From 1996 to 1999, Mr. Galletly
served as Assistant Vice President for GTE Wireless, and from 1993 to 1996, he
served as Director of Marketing for GTE Wireless.

NICHOLAS J. JEBBIA joined Powertel in January 1996 as the Executive
Vice President and General Manager for the Memphis, Tennessee MTA. From 1990 to
1995, Mr. Jebbia served as Vice President and General Manager of New Ventures
for National Data Corporation.

GEORGE R. JOHNSON has been the Executive Vice President and General
Manager for the Birmingham, Alabama MTA since August 1995 and was a Vice
President -- PCS from May 1995 to August 1995. From 1990 to 1995, he served as
a Product Manager for BellSouth Telecommunications, Inc.

WALTER R. PETTISS has been the Executive Vice President -- Customer
Service of Powertel since January 1999 and was the Executive Vice President and
General Manager for the Jacksonville, Florida MTA from August 1995 to January
1999. He was a Vice President -- PCS from April 1995 to August 1995. From 1992
to 1994, Mr. Pettiss served as Chief Operating Officer of WJB-TV, L.P., a
provider of wireless cable television service, and its successor corporation,
Wireless Broadcasting System of America, Inc. Since 1991, he has served as a
director of Electronic Power Technology, Inc.("EPT"). In 1995, he became
Chairman of the Board of Directors of EPT. In December 1995, EPT filed for
protection of its assets under Chapter 7 of the U.S. Bankruptcy Code.

MICHAEL P. TATOM has been the Executive Vice President and General
Manager for the Jacksonville, Florida MTA since January 1999. Mr. Tatom joined
Powertel in February 1995 as Director of Sales. From May 1995 to March 1997, he
served as Vice President and General Manager of Powertel's southern cellular
division and, in March 1997, was named Executive Vice President and General
Manager for Powertel's basic trading area markets in Kentucky and Tennessee.
From 1990 to 1995, Mr. Tatom served as a Branch Manager and General Manager of
the Small Business Division of AT&T Corp.

DONALD W. BURTON was appointed a director of Powertel in 1995. He has
served as the managing general partner of the South Atlantic Venture Funds
since 1983. He has served as the general partner of The Burton Partnership,
Limited Partnership since 1979. Mr. Burton currently serves as a director of
the Heritage Group of Mutual Funds, ITC*DeltaCom, ITC Holding Company, KNOLOGY,
the National Venture Capital Association and several private companies.

ANN M. MILLIGAN has been a director of Powertel since October 1998.
Ms. Milligan has served as Chief Marketing Officer of SCANA since September
1998. From January 1998 through September 1998, she served as Director of
Consumer Credit Marketing of NationsBank. From October 1993 through January
1998, Ms. Milligan served as Director of Consumer Credit Marketing of Barnett
Banks, Inc. and as Senior Vice President of Marketing for Barnett Card
Services.

COMMITTEES OF THE BOARD OF DIRECTORS AND NOMINATIONS BY STOCKHOLDERS

During 1999, the Board held four regular meetings. The Board has an
Audit Committee and Compensation/Stock Option Committee. All of our directors
attended at least 75% or more of the meetings of the Board and Board committees
on which they served in 1999.

11
<PAGE> 17

During 1999, Donald W. Burton, William B. Timmerman and Donald W.
Weber were members of the Audit Committee. The Audit Committee held two
meetings in 1999. The principal responsibilities of the Audit Committee are to
ensure that: (1) proper accounting principles are being followed; (2) the total
audit coverage of Powertel and our subsidiaries is satisfactory; and (3) an
adequate system of internal controls has been implemented by Powertel and is
being effectively followed. The Audit Committee provides an open avenue of
communication between management, the external and internal auditors and the
Board. The Committee reviews the nature of all services performed by the
external auditors, including the scope and general extent of their audit
examination and the basis for their compensation. The Committee recommends to
the Board the auditors who are appointed, subject to your approval at the
meeting. The Board intends to adopt a new charter for the Audit Committee at
its next regularly scheduled meeting.

During 1999, O. Gene Gabbard, William H. Scott, III and Donald W.
Weber were members of the Compensation/Stock Option Committee. The Compensation
Committee held three meetings in 1999. The principal responsibilities of the
Compensation Committee are to: (1) assess and appraise the performance of the
Chief Executive Officer and review the performance of executive management; (2)
recommend to the Board base salaries, incentive compensation and other benefits
for the Chief Executive Officer and other key officers; (3) counsel and advise
management on plans for orderly development and succession of executive
management; (4) take any and all action required or permitted to be taken by
the Board under our stock option and restricted stock plans; and (5) review
recommendations for major changes in our compensation, benefit and retirement
plans that apply to significant numbers of our employees and which require
review or approval of the Board.

We do not have a standing nominating committee. The Board nominates
candidates to stand for election as directors. The Certificate of Incorporation
permits stockholders to make nominations for directors but only if such
nominations are made pursuant to timely notice in writing to our Secretary. For
more information on stockholder proposals, see "Proxy and Voting Information --
How can you submit a stockholder proposal for next year's meeting."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a summary of certain transactions and relationships
among Powertel and our subsidiaries and our directors, executive officers and
greater than 5% stockholders.

ITC Holding Company. As of April 14, 2000, ITC Holding owned
approximately 25.0% of our outstanding common stock. Messrs. Lanier, Gabbard,
Scott and Weber are directors of Powertel and are directors and executive
officers of ITC Holding Company. Also, certain of our officers and directors
have ownership interests in ITC Holding Company. ITC Holding Company, through
ITC Wireless, Inc., owns all of our Series F 6.5% Cumulative Convertible
Preferred Stock. The Series F Preferred requires the payment of dividends, in
cash or stock, on a quarterly basis. As of April 14, 2000, we have issued a
total of 407,379 shares of common stock to ITC Wireless as stock dividends. ITC
Holding Company, through certain of its subsidiaries, provides us with various
services from time to time, consisting principally of access services,
interconnection and transport facilities, local telephone service for our
corporate headquarters and conference calling services. During 1999, we paid
ITC Holding Company and its subsidiaries approximately $939,000 for those
services. We periodically have outstanding affiliated receivables and payables
related to timing of payments for such administrative services.

In October 1997, we were a co-purchaser of a plane, along with
KNOLOGY, ITC*DeltaCom and ITC Service Company, Inc., a wholly-owned subsidiary
of ITC Holding Company. This group of companies also purchased a second
aircraft in November 1997. We paid approximately $88,000 during 1999 for our
interest in and use of these aircraft.

We use the fiber optic facilities of ITC*DeltaCom for backhaul and
transport of our PCS and cellular service operations. In addition, we have a
co-location agreement with ITC*DeltaCom which allows us to co-locate certain of
our network equipment with facilities of ITC*DeltaCom. ITC*DeltaCom also
provides us with certain long-distance services, which we then re-sell to our
customers, and with operator and directory assistance services branded with the
"Powertel" name. We paid approximately $7,294,000 to ITC*DeltaCom during 1999.

12
<PAGE> 18

We use certain telemarketing and other services of IQI, Inc. ITC
Holding Company holds a 14% interest in IQI, and William H. Scott, III sits on
its Board of Directors. We paid IQI approximately $1,290,000 during 1999.

In January 1998, we entered into a long-term lease with KNOLOGY for
10,000 square feet of office space in West Point, Georgia. The monthly rental
for the initial 10-year term of the lease is $10,000. In April, 1999 we entered
into a long-term lease with ITC*DeltaCom for approximately 10,000 square feet
of office space in West Point, Georgia. The monthly rental for the initial
10-year term of the lease is $11,300. In November 1999, we entered into a
month-to-month lease with KNOLOGY for 800 square feet of retail space in
Lanett, Alabama for a monthly rent of $800.

SCANA. As of April 14, 2000, SCANA Corporation owned approximately
15.8% of our outstanding common stock. In addition, Mr. Timmerman is a director
of Powertel and is a director and executive officer of SCANA. Ms. Milligan is
also a director of Powertel and is the Chief Marketing Officer of SCANA. SCANA,
through SCANA Communications Holdings, Inc., owns all of our Series B
Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E
6.5% Cumulative Convertible Preferred Stock. The Series E Preferred requires
the payment of dividends, in cash or stock, on a quarterly basis. As of April
14, 2000, we have issued a total of 407,379 shares of our common stock to SCANA
Communications as stock dividends. In addition, ProSolutions, a business
division of SCANA Resources, a subsidiary of SCANA, installed alternate power
sources for us. We paid approximately $553,000 to ProSolutions during 1999.

We and SCANA have an agreement with Team Amick Motor Sports LLC to
jointly sponsor a NASCAR sanctioned racing car which participates in the Busch
Grand National Racing Series. Our sponsorship of the race car was at the level
of $225,000 for the 1999 season. We shared our sponsorship with certain
companies related to us, such as KNOLOGY and ITC Holding Company. SCANA's
sponsorship of the race car was $841,797 in 1999.

Other Transactions. We sell cellular and PCS telephones and provide
cellular and PCS services to certain of our affiliates and their employees. We
recorded approximately $660,000 in revenue for these sales and services in
1999. We sold our cellular telephone business in April 1999.

We have a master site lease agreement with TowerCom, Inc., a company
that is 45% owned by South Atlantic Venture Fund III, Limited Partnership of
which Donald W. Burton is the managing general partner, pursuant to which we
lease tower space from TowerCom. We paid approximately $263,000 for site lease
payments to TowerCom during 1999.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive officers and
directors and persons who beneficially own more than 10% of a registered class
of our equity securities to file reports of securities ownership and changes in
such ownership with the Commission and NASDAQ. Officers, directors and greater
than 10% beneficial owners also are required by rules promulgated by the
Commission to furnish us with copies of all Section 16(a) forms they file.
Based solely on review of the copies of the reports furnished to us and written
representations that no other reports were required, except for the late filing
of a Form 3 on behalf of H. Jay Galletly and the late filing of one transaction
by each of Walter R. Pettiss and Michael P. Tatom, we believe that, during
1999, our executive officers, directors and greater than 10% beneficial owners
complied with all applicable Section 16(a) filing requirements.

13
<PAGE> 19

EXECUTIVE COMPENSATION

The following table reflects the cash and non-cash compensation earned
by or awarded to our Chief Executive Officer and to our other most highly
compensated executive officers during the year ended December 31, 1999 (the
"Named Executive Officers").

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
---------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
----------------------- STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITIONS YEAR SALARY BONUS AWARDS OPTIONS COMPENSATION
- ---------------------------- ----- ---------- ----------- ----------- ---------- ------------

<S> <C> <C> <C> <C> <C> <C>
Allen E. Smith...................... 1999 $ 266,792 $ 550,041 15,000(a) 41,081 $ 16,102(b)
President and Chief Executive Officer 1998 268,968 268,434 -- 30,003 75,499(b)
1997 196,119 227,449 -- 58,243 93,642(b)

Fred G. Astor, Jr................... 1999 192,606 339,893 7,500(a) 18,784 12,983(b)
Executive Vice President and Chief 1998 188,776 134,119 -- 12,940 74,216(c)
Financial Officer 1997 134,647 104,885 -- 33,040 88,607(c)

Rodney D. Dir....................... 1999 178,202 322,164 -- 36,919(d) 11,822(c)
Chief Operating Officer 1998 145,400 67,384 -- 9,877 12,378(c)
1997 125,890 104,102 5,362(e) 9,259 10,379(c)

Nicholas J. Jebbia.................. 1999 147,168 136,837 -- 10,759 12,368(c)
Executive Vice President and 1998 148,065 58,536 -- 8,221 13,799(c)
General Manager 1997 128,919 55,237 1,989(e) 32,280 10,784(c)

Walter R. Pettiss................... 1999 148,805 138,052 -- 9,469 16,736(c)
Executive Vice President and 1998 150,115 49,048 -- 6,174 16,320(c)
General Manager 1997 137,397 36,318 1,682(e) 33,040 11,532(c)
</TABLE>

- -------------------------
(a) On April 30, 1999, the Board awarded shares of restricted stock to
several individual employees. These awards vest in three equal
installments on the first, second and third anniversaries of the date
of the award. The market value of our common stock on the date of the
award was $21.75.
(b) Consists of (1) auto allowance, (2) imputed income for life insurance
benefits, (3) matching contributions made by us to the 401(k) Plan and
(4) personal use of our aircraft.
(c) Consists of (1) auto allowance, (2) imputed income for life insurance
benefits and (3) matching contributions made by us to the 401(k) Plan.
(d) Includes a one-time grant of options to purchase 25,000 shares of
common stock awarded to Mr. Dir upon his promotion from Executive Vice
President to Chief Operating Officer in March 1999.
(e) On July 30, 1997, the Board awarded shares of restricted stock to
several individual employees. These awards vest in three equal
installments on the first, second and third anniversaries of the date
of award. The market value of our common stock on the date of award
was $16.125 per share.

OPTION GRANTS

The following table summarizes options granted during 1999 to each of
the Named Executive Officers. The amounts shown as potential realizable values
on these options are based on arbitrarily assumed annualized rates of
appreciation in the price of our common stock of five percent and ten percent
over the term of the options, as set forth in the Commission's rules. The Named
Executive Officers will not recognize any gain on these options without an
increase in the price of our common stock that will benefit all our
stockholders proportionately. Each option listed below vests and becomes
exercisable with respect to 50% of the shares on the second anniversary of the
date of grant, an additional 25% on the third anniversary and the remaining 25%
on the fourth anniversary.

14
<PAGE> 20

OPTION GRANTS DURING 1999

POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
-------------------------------------------------------------------- VALUE
PERCENT OF AT ASSUMED ANNUAL
NUMBER OF TOTAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION --------------------
NAME GRANTED FISCAL YEAR PRICE GRANT DATE DATE 5% 10%
- ------- ----------- ------------- ---------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Allen E. Smith................ 41,081 5.94% $ 14.063 2/17/99 2/17/2009 $ 363,326 $ 920,740
Fred G. Astor, Jr............. 18,784 2.71 14.063 2/17/99 2/17/2009 166,128 421,002
Rodney D. Dir................. 11,919 1.72 14.063 2/17/99 2/17/2009 105,413 267,138
Nicholas J. Jebbia............ 10,759 1.55 14.063 2/17/99 2/17/2009 95,154 241,139
Walter R. Pettiss............. 9,496 1.37 14.063 2/17/99 2/17/2009 83,984 212,832
</TABLE>

OPTION EXERCISES AND HOLDINGS

During 1999, none of the Named Executive Officers exercised any stock
options. The following table summarizes the value of all outstanding options at
December 31, 1999 for each of the Named Executive Officers.

FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL AT
YEAR-END FISCAL YEAR-END
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(a)
- ------- -------------------------- --------------------------
<S> <C> <C>
Allen E. Smith............................................ 187,527/109,034 $ 16,994,234/9,299,823
Fred G. Astor, Jr......................................... 126,037/52,223 11,461,061/4,465,813
Rodney D. Dir............................................. 19,629/56,426 1,597,977/4,821,140
Nicholas J. Jebbia........................................ 36,140/35,120 3,107,820/3,020,500
Walter R. Pettiss......................................... 47,009/35,687 4,058,525/3,071,225
</TABLE>

- --------------------
(a) Represents the difference between the exercise price per share and the
market value of the common stock at December 31, 1999.

BENEFIT PLANS

The Compensation Committee administers our stock option, restricted
stock and benefit plans. The purposes of our stock option and restricted stock
plans are to (1) further our growth and success by enabling our employees to
acquire shares of common stock, thereby increasing their personal interest in
our growth and success, and (2) reward outstanding performance by our
employees.

1995 Employee Restricted Stock Plan. Under our 1995 Employee
Restricted Stock Plan, 200,000 shares of common stock are reserved for
issuance, 163,800 shares of which had been awarded on December 31, 1999.
Recipients of restricted stock awards generally have the rights and privileges
of a stockholder, including the right to vote and receive dividends, except
that the recipient may not sell, transfer or otherwise dispose of shares
covered by the award until a specified time period has lapsed. Restricted stock
awards vest in three equal installments on the first, second and third
anniversaries of the date of grant.

1991 Employee Stock Option Plan. Under our 1991 Employee Stock Option
Plan, 5,000,000 shares of common stock are reserved for issuance, 2,644,071
shares of which were subject to options that were outstanding on December 31,
1999. All of our employees are eligible to receive options under the Employee
Option Plan. Options granted under the Employee Option Plan are intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986. Options generally become exercisable as to 50% of the shares on
the second

15
<PAGE> 21

anniversary of the date of grant, an additional 25% on the third anniversary
and the remaining 25% on the fourth anniversary.

401(k) Plan. In February 1995, we established a savings plan qualified
under Section 401(k) of the Tax Code for the benefit of all full-time
employees. A participant in the 401(k) Plan may contribute up to 10% of his or
her compensation on a pre-tax basis under the 401(k) Plan. Also, under the
401(k) Plan, we make matching contributions for each participant equal to
one-half of the first 2% of annual compensation contributed by each
participant. In addition, we may make, in our discretion, certain additional
contributions that generally will be allocated to participants in proportion to
compensation. We made approximately $2,172,000 in contributions to the 401(k)
Plan during 1999.

Contributions made by, or on behalf of, a participant, and interest,
earnings, gains or losses on such amounts, are credited to accounts maintained
for the participant under the 401(k) Plan. A participant under the 401(k) Plan
is fully vested in his or her pre-tax, matching and rollover contributions
accounts. Vesting in a participant's discretionary profit sharing contribution
account is based upon his or her years of service with Powertel. A participant
is initially 20% vested after the completion of one year of service with
Powertel. The participant's vested percentage increases by 20% for each
subsequent year of service with Powertel, so that the participant is 100%
vested after the completion of five years of service. In addition, a
participant becomes fully vested in his or her accounts upon retirement due to
permanent disability, attainment of age 65 or death. Finally, the 401(k) Plan
provides that the Board may at any time declare the 401(k) Plan partially or
completely terminated, in which event the accounts of each participant with
respect to whom the 401(k) Plan is terminated will become fully vested. In the
event of a termination, partial termination or a complete discontinuance of
contributions, the accounts of each affected participant will become fully
vested.

DIRECTOR COMPENSATION

Director Fees and Related Matters. We compensate nonemployee directors
$750 for each Board meeting attended in person, $200 for each Board meeting
attended by telephone conference and $200 for each Board committee meeting
attended (whether in person or by telephone conference). In addition, we
reimburse nonemployee directors for out-of-pocket travel expenditures relating
to their service on the Board. We provide to each of our directors (and to all
of our employees) a free telephone and a monthly airtime allowance. The users
are responsible for payment of all additional airtime charges and long distance
and roaming charges they incur.

During 1999, Messrs. Lanier and Scott received additional compensation
in consideration of their performance of certain advisory and administrative
services for us in the amount of approximately $40,000 and $30,000,
respectively. Additionally, Messrs. Lanier and Scott participate in our 401(k)
Plan under which they received profit sharing and matching contributions
totaling $1,238 and $929, respectively, in 1999. We intend to pay similar
compensation to these individuals in 2000 in consideration of their performance
of such services for us.

Nonemployee Stock Option Plan. Under our Nonemployee Stock Option
Plan, 400,000 shares of common stock are reserved for issuance, 143,100 shares
of which were subject to options that were outstanding on December 31, 1999.
All of our nonemployee directors and all employees of our affiliates are
eligible to receive options under the Nonemployee Plan. The Nonemployee Plan
provides that options to purchase 10,000 shares of common stock (at an exercise
price equal to the fair market value of the common stock on the date of grant)
are granted automatically to nonemployee directors upon their initial election
or appointment to the Board. The Nonemployee Plan does not provide for
discretionary option grants. Options generally become exercisable as to 50% of
the shares on the second anniversary of the date of grant, an additional 25% on
the third anniversary and the remaining 25% on the fourth anniversary.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1999, Messrs. Gabbard, Scott and Weber were members of the
Compensation Committee. Messrs. Gabbard, Scott and Weber are directors of ITC
Holding Company, which as of April 14, 2000 held approximately 25.0% of our
outstanding common stock. For more information, see "Certain Relationships and
Related Transactions" above.

16
<PAGE> 22

COMPENSATION/STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Notwithstanding anything to the contrary set forth in any of our
previous or future filings under the Securities Act or the Exchange Act that
might incorporate this Proxy Statement or future filings with the Commission,
in whole or in part, the following report and the Stock Performance Chart which
follows shall not be deemed to be incorporated by reference into any such
filing.

Our compensation program is based on two major principles. First, we
strive to provide competitive levels of compensation -- at performance levels
that meet or exceed stated objectives -- in order to attract, motivate and
retain skilled and experienced executives. Second, we structure the
compensation program to create a common interest between our executives and our
stockholders by linking a significant portion of each executive's compensation
directly to increases in stockholder value.

We designed the executive compensation program to reward performance
that directly contributes to our short-term and long-term success. Accordingly,
we generally provide both short-term and long-term incentive compensation that
varies based on our overall performance and/or business unit's performance.

The three major components of the compensation program are base
salary, annual cash incentives and long-term incentives (stock options and
restricted stock awards). Our philosophy is to:

- pay to our executives base salaries that generally alone
(without the other compensation elements) provide
compensation equal to the 25th percentile of the range of
total compensation generally paid to executives by comparable
companies,

- provide cash incentive awards that, if fully earned, raise
our executives' total cash compensation (base salary plus
cash awards) to the 50th percentile and

- provide long-term incentives in the form of stock options and
restricted stock awards that, if fully earned, raise our
executives' total compensation (cash and equity) to the 75th
percentile.

We analyze the range of compensation provided by comparable companies based on
information provided by publicly-traded wireless telecommunications companies
and on survey data provided by Hay Management Consultants, an internationally
recognized independent consulting firm.

Base Salary. We determine base salary by comparisons to salary levels
generally paid to executives by comparable companies, as described above, and
on each executive's responsibilities and performance. Consequently, we pay
higher salaries to executives with higher levels of sustained performance over
time and/or executives assuming greater responsibilities. We review salaries
for our executives annually with respect to a number of factors, including
individual performance, our overall performance and (where appropriate) a
business unit's results (including revenue, net income or loss, and cash flow),
and general levels of salary increases in comparable companies.

Management Incentive Compensation Plan. Our management incentive
compensation plan provides competitive cash compensation opportunities for
participants in the plan based on our overall performance and/or a business
unit's performance. Incentive cash awards are paid annually if performance
objectives are achieved.

The Compensation Committee develops, and the Board reviews and
approves, the criteria and financial targets established for incentive plan
participants each year. For 1999, the incentive plan included targets for total
revenues, operating income, cost per net add, ending subscribers and capital
expenditures. We weighted each factor equally.

Annual cash incentive bonus opportunities vary by individual position
and are expressed as an annual cash objective and as a percentage of total
compensation mix. The amount a particular executive may earn depends on the
individual's position, responsibility and ability to influence our financial
success. An executive will only earn a bonus if Powertel achieves at least 70%
of the incentive plan's targets based on a performance measurement index, and
we

17
<PAGE> 23

cap bonus payments at achievement of 155% of the incentive plan's targets based
on a performance measurement index.

Long-term Incentive Compensation. We designed our long-term incentive
compensation, reflected in our stock option and restricted stock plans, to
focus our executives' efforts on our long-term goals, including the important
goal of maximizing total return to our stockholders.

We believe that stock options align the interests of employees with
those of stockholders by providing value to employees through stock price
appreciation. The Compensation Committee makes all stock option grants. We
generally grant options with an exercise price equal to the fair market value
of the common stock on the date of the grant. We establish the number of option
grants each year and the number of shares reserved for issuance under the stock
option and restricted stock plans by analysis of practices at comparable
companies. The number of awards actually granted to a particular participant is
based on our financial success and the individual's position and level of
responsibility.

Under our restricted stock plan, we may issue to eligible employees
shares of our common stock that are subject to certain restrictions, are
non-transferable during the restriction period and are subject to forfeiture if
the employee leaves Powertel during the restriction period. The Compensation
Committee establishes a period of time or performance goals that apply to
restricted shares issued with respect to each award pursuant to the restricted
stock plan. We base performance goals on one or more business criteria that
apply to the individual recipient, a business unit (where appropriate) or our
overall performance. Performance goals may include positive results,
maintaining the status quo or limiting economic losses. We generally analyze
achievement of these goals based on stock price, sales, earnings per share,
earnings before taxes or return on net assets.

Other. In addition to the compensation paid to executive officers as
described above, executive officers receive, along with and on the same terms
as other employees, certain benefits pursuant to our 401(k) Plan. See "Benefit
Plans" above.

1999 Compensation of Chief Executive Officer. As previously described,
the Compensation Committee considers several factors in developing an executive
compensation package. For the Chief Executive Officer, these factors generally
include compensation practices of comparable companies, individual performance,
experience, achievement of strategic goals, and our financial and operational
results. Specific actions taken by the Compensation Committee regarding Mr.
Smith's compensation for 1999 are summarized below.

Base Salary. The Chief Executive Officer's 1999 base salary
was $266,792, a decrease of 0.01% from his 1998 base salary.

Annual Incentive. In addition, Mr. Smith received an annual
cash incentive award for 1999 of $550,041. This award was based on
results for the year, which exceeded the performance benchmarks
established by the Compensation Committee and the Board. Mr. Smith's
1999 incentive targets were exceeded by an average of 55%. We believe
that Mr. Smith's total 1999 cash (salary plus incentive) compensation
was below the average total cash compensation paid to chief executives
by comparable companies.

Long-term Incentive. Mr. Smith is eligible to participate in
our stock option and restricted stock plans. During 1999, Mr. Smith
was granted options to purchase 41,081 shares of common stock at an
exercise price of $14.063 (the fair market value of our common stock
on the date of grant). These options will vest and become exercisable
with respect to 50% of the shares on the second anniversary of the
date of grant, an additional 25% on the third anniversary and the
remaining 25% on the fourth anniversary.

18
<PAGE> 24

Pay Deductibility Limit. Under a 1993 amendment to the Tax Code and
proposed federal tax regulations, public companies are prohibited from
receiving a tax deduction for compensation in excess of $1 million paid to the
Chief Executive Officer or any of the four other most highly compensated
executive officers for any fiscal year. The prohibition does not apply to
certain performance-based compensation. We take into consideration this
compensation deductibility limit in structuring our compensation programs and
in determining executive compensation. At this time, our applicable executive
officer compensation does not exceed $1 million, and we do not expect that it
is likely to be affected by these nondeductibility rules in the near future.

COMPENSATION/STOCK OPTION COMMITTEE

O. Gene Gabbard
William H. Scott, III
Donald W. Weber

19
<PAGE> 25

PERFORMANCE GRAPH

The graph below compares our cumulative stockholder return on an
indexed basis based on an investment of $100 on December 31, 1993 with the CRSP
Index for Nasdaq Telecommunications Stocks and the CRSP Index for the Nasdaq
National Market (U.S. Companies).

COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN

CRSP INDEX
CRSP NASDAQ FOR NASDAQ
MEASUREMENT PERIOD STOCK MARKET TELECOMMUNICATIONS
(FISCAL YEAR COVERED) (U.S. COMPANIES) STOCKS POWERTEL, INC.
--------------------- ---------------- ------------------- --------------

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

NOTES:

A. The lines represent annual index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighed daily, using the market capitalization on
the previous trading day.
C. If the fiscal year end is not a trading day, the preceding trading day
is used.
D. The index level for all series was set to 100.00 on December 31, 1994.

[PERFORMANCE GRAPH FOLLOWS]

20
<PAGE> 26

BENEFICIAL OWNERSHIP OF CAPITAL STOCK

The following table provides information, as of April 14, 2000,
concerning beneficial ownership of our common stock by: (i) each person or
entity known by us to beneficially own more than 5% of the outstanding common
stock; (ii) each director; (iii) each Named Executive Officer; and (iv) all
directors and executive officers as a group. The information in the table is
based on information from the named persons regarding their ownership of common
stock. Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to the shares shown.

AMOUNT AND PERCENT OF
NATURE OF COMMON
BENEFICIAL STOCK
NAME AND ADDRESS(a) OF BENEFICIAL OWNER OWNERSHIP(b) OUTSTANDING
- ----------------------------------------- ---------------- ---------------
<S> <C> <C>
ITC Holding Company, Inc.(c)............................................... 7,745,190 25.0%
SCANA Communications, Inc.(d).............................................. 4,917,271 15.8
Sonera Ltd.(e)............................................................. 4,626,744 13.0
Janus Capital Corporation.................................................. 1,724,855 5.6
Donald W. Burton(f)(g)..................................................... 1,603,727 5.2
Campbell B. Lanier, III(h)(i).............................................. 237,485 *
Allen E. Smith(f).......................................................... 119,305 *
O. Gene Gabbard(f)(h)...................................................... 196,191 *
William H. Scott, III(j)................................................... 43,859 *
Donald W. Weber(f)......................................................... 20,000 *
Ann M. Milligan............................................................ -- --
William B. Timmerman....................................................... -- --
Fred G. Astor, Jr.(f)(k)................................................... 103,872 *
Walter R. Pettiss (f)(l)................................................... 46,003 *
Nicholas J. Jebbia(f)...................................................... 28,384 *
Rodney D. Dir (f).......................................................... 15,443 *
All executive officers and directors as a group (15 persons)(f)-(l)........ 2,311,116 7.4
</TABLE>

- ----------------------
* Less than one percent.
(a) The addresses of the beneficial owners of more than 5% of our common
stock are as follows:
- ITC Holding Company -- 1239 O.G. Skinner Drive, West Point,
Georgia 31833;
- SCANA Communications, Inc. -- 440 Knox Abbott Drive, Suite
240, Cayce, South Carolina 29033;
- Sonera Ltd. -- Teollisuuskatu 15, P.O. Box 106, FIN-00051,
Helsinki, Finland;
- Janus Capital Corporation -- 100 Filimore Street, Suite 300,
Denver, Colorado 80206-4923; and
- Mr. Burton -- 614 West Bay Street, Suite 200, Tampa, Florida
33606.

(b) Under the rules of the Exchange Act, in addition to shares actually
owned, a person is deemed to be the beneficial owner of any shares
that may be acquired upon exercise of securities convertible into or
exercisable for our common stock within 60 days of April 14, 2000.

(c) ITC Holding Company has pledged approximately 4.2 million shares of
its capital stock to certain lenders in connection with a credit
facility. Does not include 3,407,542 shares issuable upon conversion
of our Series F Preferred Stock.
(d) Includes options to acquire 15,000 shares of our common stock. Does
not include:
- 4,626,744 shares of common stock issuable upon conversion of
our Series B Preferred Stock,
- 1,764,706 shares issuable upon conversion of our Series D
Preferred Stock; and
- 3,407,542 shares issuable upon conversion of our Series E
Preferred Stock.
(e) These 4,626,744 shares of common stock are issuable upon conversion of
our Series A Preferred Stock, which is currently convertible.

21
<PAGE> 27

(f) Includes the following shares that the named individuals have the
right to purchase within 60 days of March 14, 2000 pursuant to
options:

<TABLE>
<S> <C>
Donald W. Burton............................... 10,000
Allen E. Smith................................. 59,522
O. Gene Gabbard................................ 20,000
Donald W. Weber................................ 8,000
Fred G. Astor, Jr.............................. 26,005
Walter R. Pettiss.............................. 32,853
Nicholas J. Jebbia............................. 13,443
Rodney D. Dir.................................. 1,324
---------
Total..................................... 171,147
=========
</TABLE>

(g) Includes:
- 464,417 shares held of record by The Burton Partnership,
Limited Partnership, of which Mr. Burton is the sole general
partner;
- 654,893 shares held of record by South Atlantic Venture Fund
II, Limited Partnership, of which South Atlantic Venture
Partners II, Limited Partnership is the sole general partner,
of which Mr. Burton is the managing general partner;
- 464,417 shares held of record by South Atlantic Venture Fund
III, Limited Partnership, of which South Atlantic Venture
Partners III, Limited Partnership is the sole general
partner, of which Mr. Burton is the managing general partner;
- 4,200 shares held of record by South Atlantic Private Equity
Fund IV, Limited Partnership, of which South Atlantic Private
Equity Partners IV, Inc. is the sole general partner, of
which Mr. Burton is the chairman; and
- 5,800 shares held of record by South Atlantic Private Equity
Fund IV (QP) Limited Partnership, of which South Atlantic
Private Equity Partners IV, Inc. is the sole general partner,
of which Mr. Burton is the chairman.
(h) Includes 176,191 shares held of record by The Charitable Remainder
Education Trust III, of which Messrs. Gabbard and Lanier are trustees.
Messrs. Gabbard and Lanier disclaim beneficial ownership of these
shares.

(i) Includes 2,620 shares held of record by Mr. Lanier's wife and 500
shares held by Mr. Lanier as custodian for his son. Mr. Lanier
disclaims beneficial ownership of such shares.
(j) Includes 3,200 shares held of record by Mr. Scott's wife as trustee
and 100 shares held by Mr. Scott's daughter. Mr. Scott disclaims
beneficial ownership of such shares.
(k) Includes 1,000 shares and 300 shares held of record by Mr. Astor's
wife and minor sons, respectively. Mr. Astor disclaims beneficial
ownership of such shares.
(l) Includes warrants to acquire 128 shares of our common stock.

22
<PAGE> 28

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL 4)

The Board of Directors has appointed Arthur Andersen LLP to continue
as our independent public accountants for the year ending December 31, 2000,
subject to ratification by the stockholders at the annual meeting. Arthur
Andersen LLP has served as our independent public accountants since 1991. If
you return your proxy card and do not specify otherwise on your proxy card, we
will vote your shares in favor of ratifying the appointment of Arthur Andersen
LLP, independent certified public accountants, to audit our books and accounts
for the year ending December 31, 2000. The Board of Directors has not
determined what action it would take if the stockholders do not ratify the
appointment.

Representatives of Arthur Andersen LLP will be present at the meeting.
They will be given an opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.

HOW MANY VOTES ARE REQUIRED TO RATIFY THE APPOINTMENT

The affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting is necessary for ratification of the
appointment of Arthur Andersen LLP as our independent public accountants.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 4.

23
<PAGE> 29

INFORMATION WE HAVE INCORPORATED BY REFERENCE

With this Proxy Statement, we have sent to you a copy of our Annual
Report to Stockholders for the fiscal year ended December 31, 1999. We hereby
incorporate by reference into this Proxy Statement the following sections of
our Annual Report on Form 10-K for the year ended December 31, 1999:

- Management's Discussion and Analysis set forth at pages 13
through 21 of our Annual Report on Form 10-K;

- Consolidated Financial Statements set forth at pages F-3
through F-6 of our Annual Report on Form 10-K;

- Notes to Consolidated Financial Statements set forth at pages
F-7 through F-19 of our Annual Report on Form 10-K; and

- Report of Independent Auditors set forth at page F-2 of our
Annual Report on Form 10-K.

At your request, we will provide to you, without charge, a copy of our
Annual Report on Form 10-K for the year ended December 31, 1999. You should
send your written request to Lorrie G. Turner, Assistant Secretary, Powertel,
Inc., 1233 O.G. Skinner Drive, West Point, Georgia 31833. You should make your
oral request by telephoning Lorrie G. Turner at (706) 645-2000. We will send
the document to you by first class mail or other equally prompt means within
one business day of receipt of your request.

OTHER MATTERS

We are not aware of any other matters to be presented for action by
the stockholders at the meeting. If, however, any other matters are properly
brought before the meeting, we will vote your proxy on such matters as
determined by a majority of the Board of Directors.

By Order of the Board of Directors

/s/ Allen E. Smith
--------------------------------------------
Allen E. Smith
Chief Executive Officer

West Point, Georgia
Dated: April 26, 2000

24
<PAGE> 30

APPENDIX A

POWERTEL, INC.

2000 STOCK OPTION AND INCENTIVE PLAN

A-1
<PAGE> 31

POWERTEL, INC.

2000 STOCK OPTION AND INCENTIVE PLAN

TABLE OF CONTENTS

PAGE
----

<S> <C> <C>
ARTICLE 1 DEFINITIONS.....................................................A-4

ARTICLE 2 THE PLAN .......................................................A-7
2.1. Name ...........................................................A-7
2.2. Purpose ........................................................A-7
2.3. Stockholder Approval; Term......................................A-7

ARTICLE 3 PARTICIPANTS....................................................A-7

ARTICLE 4 ADMINISTRATION..................................................A-7
4.1. Duties and Powers of the Committee..............................A-7
4.2. Interpretation; Rules...........................................A-8
4.3. No Liability....................................................A-8
4.4. Majority Rule...................................................A-8
4.5. Company Assistance..............................................A-8

ARTICLE 5 SHARES OF STOCK SUBJECT TO PLAN.................................A-8
5.1. Limitations.....................................................A-8
5.2. Antidilution....................................................A-9
5.3. Effect of a Corporate Transaction...............................A-11

ARTICLE 6 OPTIONS ........................................................A-11
6.1. Types of Options Granted........................................A-11
6.2. Option Grant and Agreement......................................A-11
6.3. Optionee Limitations............................................A-12
6.4. $100,000 and Section 162(m) Limitations.........................A-12
6.5. Exercise Price..................................................A-12
6.6. Exercise Period.................................................A-13
6.7. Option Exercise.................................................A-13
6.8. Reload Options..................................................A-14
6.9. Transferability of Options......................................A-15
6.10. Termination of Employment or Service............................A-15
6.11. Employment Rights...............................................A-15
6.12. Certain Successor Options.......................................A-15
6.13. Grant of Options to Non-Employee Directors......................A-16
</TABLE>

A-2
<PAGE> 32
<TABLE>

<S> <C> <C>
ARTICLE 7 RESTRICTED STOCK................................................A-16
7.1. Awards of Restricted Stock......................................A-16
7.2. Transferability of Awards.......................................A-16
7.3. Lapse of Restrictions...........................................A-16
7.4. Termination of Employment.......................................A-17
7.5. Treatment of Dividends..........................................A-17
7.6. Delivery of Shares..............................................A-17

ARTICLE 8 STOCK CERTIFICATES..............................................A-17

ARTICLE 9 TERMINATION AND AMENDMENT.......................................A-18
9.1. Termination and Amendment.......................................A-18
9.2. Effect on Grantee's Rights......................................A-18

ARTICLE 10 RELATIONSHIP TO OTHER COMPENSATION PLANS........................A-18

ARTICLE 11 MISCELLANEOUS...................................................A-19
11.1. Replacement or Amended Grants...................................A-19
11.2. Forfeiture for Competition......................................A-19
11.3. Governing Law...................................................A-19
11.4. Plan Binding on Successors......................................A-19
11.5. Singular, Plural; Gender........................................A-19
11.6. Headings, etc., No Part of Plan.................................A-19
11.7. Section 16 Compliance...........................................A-19

EXHIBIT A - Form of Stock Option Agreement.................................A-20
</TABLE>

A-3
<PAGE> 33

POWERTEL, INC.
2000 STOCK OPTION AND INCENTIVE PLAN

ARTICLE 1
DEFINITIONS

As used in this Plan, the following terms have the following meanings
unless the context clearly indicates to the contrary:

"Award" means a grant of Restricted Stock.

"Board" means the board of directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder. Any reference herein to a specific section
of the Code shall be deemed to include a reference to any corresponding
provision of future law.

"Committee" means a committee of at least two directors appointed from
time to time by the Board, having the duties and authority set forth herein in
addition to any other authority granted by the Board; provided, however, that
with respect to any Options or Awards granted to an individual who is also a
Section 16 Insider, the Committee shall consist of either the entire Board or a
committee solely made up of at least two directors (who need not be members of
the Committee with respect to Options or Awards granted to any other
individuals) who are Non-Employee Directors, and all authority and discretion
shall be exercised by such Non-Employee Directors, and references herein to the
"Committee" means such Non-Employee Directors insofar as any actions or
determinations of the Committee shall relate to or affect Options or Awards
made to or held by any Section 16 Insider. In selecting the Committee, the
Board shall also consider the benefits under Section 162(m) of the Code of
having a Committee composed of "outside directors" (as that term is defined in
the Code) for certain grants of Options to highly compensated executives.

"Company" means Powertel, Inc., a Delaware corporation.

"Corporate Transaction" means any of the following transactions to
which the Company is a party:

(i) a merger, consolidation, share exchange, combination
or other transaction or series of transactions
(other than a public offering by the Company for
cash of the Company's capital stock, debt or other
securities) in which securities possessing more than
80 percent of the total combined voting power of the
Company's outstanding securities are transferred to
a person or persons different from the persons
holding those securities immediately prior to such
transaction;

A-4
<PAGE> 34

(ii) the sale, transfer or other disposition of all or
substantially all of the Company's assets;

(iii) the liquidation or dissolution of the Company; or

(iv) a change in the composition of the Board as a result
of which fewer than one-half of the incumbent
directors are directors who either:

(a) had been directors of the Company 24 months
prior to such change; or

(b) were elected, or nominated for election, to
the Board with the affirmative votes of at
least a majority of the directors who had
been directors of the Company 24 months
prior to such change and who were still in
office at the time of the election or
nomination.

"Director Plan" means the Company's Amended Non-Employee Stock Plan.

"Exchange Act" means the Securities Exchange Act of 1934. Any
reference herein to a specific section of the Exchange Act shall be deemed to
include a reference to any corresponding provision of future law.

"Exercise Price" means the price at which an Optionee may purchase a
share of Stock under an Option Agreement.

"Fair Market Value" on any date means (i) the closing sales price of
the Stock, regular way, on such date on the national securities exchange having
the greatest volume of trading in the Stock on the date such value is to be
determined or, if such exchange was not open for trading on such date, the next
preceding day on which it was open; (ii) if the Stock is not traded on any
national securities exchange, the average of the closing high bid and low asked
prices of the Stock on the over-the-counter market on the day such value is to
be determined, or in the absence of closing bids on such date, the closing bids
on the next preceding day on which there were bids; or (iii) if the Stock is
not traded on an exchange or in the over-the-counter market, the fair market
value as determined by the Committee in good faith.

"Grantee" means a person who is an Optionee or a person who has
received an Award.

"Incentive Stock Option" means an option to purchase Stock, which
complies with and is subject to the terms, limitations and conditions of
Section 422 of the Code.

"1991 Plan" means the Company's Amended and Restated 1991 Stock Option
Plan.

"Non-Employee Director" shall have the meaning set forth in Rule 16b-3
under the Exchange Act.

"Option" means an option, whether or not an Incentive Stock Option, to
purchase Stock granted pursuant to the provisions of Article 6 of this Plan.

A-5
<PAGE> 35

"Option Agreement" means an agreement between the Company and an
Optionee under which the Optionee may purchase Stock under this Plan, a form of
which is attached hereto as Exhibit A (which form may be varied by the
Committee in granting an Option).

"Optionee" means a person to whom an Option has been granted under
this Plan.

"Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if, at the time of the grant (or
modification) of the Option or Award, each of the corporations other than the
Company owns stock possessing 50 percent or more of the total combined voting
power of the classes of stock in one of the other corporations in such chain.

"Permanent and Total Disability" shall have the same meaning as set
forth in Section 22(e)(3) of the Code.

"Plan" means the Powertel, Inc. 2000 Stock Option and Incentive Plan.

"Purchasable" refers to Stock which may be purchased by an Optionee
under the terms of this Plan on or after a certain date specified in the
applicable Option Agreement.

"Reload Option" has the meaning set forth in Section 6.8 of the Plan.

"Restricted Stock" means Stock issued, subject to restrictions, to a
Grantee pursuant to Article 7 of this Plan.

"Restricted Stock Plan" means the Company's 1995 Employee Restricted
Stock Plan.

"Restriction Agreement" means the agreement setting forth the terms of
an Award as provided in Section 7.1 of this Plan.

"SEC" means the Securities and Exchange Commission.

"Section 16 Insider" means any person who is subject to the provisions
of Section 16 of the Exchange Act, as provided in Rule 16a-2 promulgated
pursuant to the Exchange Act.

"Stock" means the common stock, par value $0.01 per share, of the
Company or, in the event that the outstanding shares of Stock are hereafter
changed into or exchanged for shares of a different stock or securities of the
Company or some other entity, such other stock or securities.

"Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
the grant (or modification) of the Option or Award, each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50
percent or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.

A-6
<PAGE> 36

ARTICLE 2
THE PLAN

2.1. Name. This Plan shall be known as the "Powertel, Inc. 2000
Stock Option and Incentive Plan."

2.2. Purpose. The purpose of the Plan is to advance the interests
of the Company's stockholders by enhancing the Company's ability to attract,
retain and motivate persons who make (or are expected to make) important
contributions to the Company by providing such persons with equity ownership
opportunities and performance-based incentives and thereby better aligning the
interests of such persons with those of the Company's stockholders.

2.3. Stockholder Approval; Term. The Plan shall become effective
on March 17, 2000 (the date on which the Plan was adopted by the Board);
provided, however, that if the Company's stockholders have not approved the
Plan on or prior to the first anniversary of such effective date, then all
options granted under the Plan shall be non-Incentive Stock Options. If, at the
time of any amendment to the Plan, stockholder approval is required by the Code
for Incentive Stock Options and such stockholder approval has not been obtained
(or is not obtained within 12 months thereof), any Incentive Stock Options
issued under the Plan shall automatically become options which do not qualify
as Incentive Stock Options. No Options or Awards shall be granted under the
Plan after the completion of ten years from the earlier of (i) the date on
which the Plan was adopted by the Board or (ii) the date the Plan was approved
by the Company's stockholders, but Options or Awards previously granted may
extend beyond that date.

ARTICLE 3
PARTICIPANTS

The class of persons eligible to participate in the plan shall consist
of all persons whose participation in the Plan the Committee determines to be
in the best interests of the Company, which shall include, but not be limited
to, all employees, officers, directors, consultants and advisors of the
Company, any Subsidiary or any affiliate of the Company or any Subsidiary.

ARTICLE 4
ADMINISTRATION

4.1. Duties and Powers of the Committee. The Plan shall be
administered by the Committee. The Committee shall have the power to grant
Options or Awards in accordance with the provisions of the Plan and to adopt,
amend and repeal any administrative rules, guidelines and practices relating to
the Plan as it shall deem advisable. The Committee may, in its discretion,
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or any Option or Award in the manner and to the extent it shall deem
expedient to carry the Plan into effect. The Committee shall also have the
discretion and authority to delegate to any executive officer its powers to
grant Options or Awards under the Plan to any person who is an employee of the
Company but not an executive officer or director of the Company. In
administering the Plan, the

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Committee's actions and determinations shall be in its discretion and shall be
binding on all interested parties. All references in the Plan to the
"Committee" shall mean the Committee, the Board (if the Board has not appointed
a Committee) or the executive officer referred to above to the extent that the
Board's powers and authority under the Plan have been delegated to such
Committee or executive officer.

4.2. Interpretation; Rules. Subject to the express provisions of
the Plan, the Committee also shall have complete authority to interpret the
Plan, to prescribe, amend, and rescind rules and regulations relating to it, to
determine the details and provisions of each Option or Award, and to make all
other determinations necessary or advisable for the administration of the Plan,
including, without limitation, the amending or altering of the Plan and any
Options or Awards granted under the Plan as may be required to comply with or
to conform to any federal, state, or local laws or regulations.

4.3. No Liability. No member of the Board, member of the Committee
or any person acting pursuant to the authority delegated by the Board or the
Committee shall be liable to any person for any act or determination made in
good faith with respect to the Plan or any Option or Award granted hereunder.

4.4. Majority Rule. A majority of the members of the Committee
shall constitute a quorum at a meeting of the Committee. Any action taken by a
majority at a meeting at which a quorum is present, or any action taken without
a meeting evidenced by a unanimous written consent of the Committee, shall
constitute the action of the Committee.

4.5. Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability, or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary
in the performance of its duties.

ARTICLE 5
SHARES OF STOCK SUBJECT TO PLAN

5.1. Limitations. Subject to any antidilution adjustment pursuant
to the provisions of Section 5.2 of this Plan, the maximum number of shares of
Stock that may be issued hereunder shall be 3,500,000. The number of shares of
Stock available for issuance hereunder shall automatically be subject to
increase (but not decrease) on January 1 of each year beginning January 1,
2001, to an amount equal to:

(i) fifteen percent of the total number of fully-diluted
shares of Stock of the Company (assuming the
conversion of all outstanding preferred stock, and
the exercise of all vested and unvested options,
warrants and other convertible securities, whether
or not such options, warrants or other convertible
securities are then subject to being exercised) as
of December

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31 of the immediately preceding year (subject to
adjustment under Section 5.2);

less

(ii) as of December 31 of the immediately preceding year,
the sum of (x) with respect to the 1991 Plan and the
Director Plan, (A) the number of shares as to which
options were outstanding on such date under such
plans, (B) the number of shares previously issued
upon the exercise of options granted under such
plans, and (C) the number of shares as to which
options remain available to be granted on such date
under such plans, plus (y) with respect to the
Restricted Stock Plan, the number of shares of
restricted or unrestricted stock that have been
granted as of such date under such plan, plus the
number of shares of such stock that remain available
to be granted on such date under such plan;

provided, however, that no adjustment shall be made if it would result in a
reduction in the number of shares of Stock that were available for issuance
under this Plan immediately prior to such adjustment. Any or all shares of
Stock subject to the Plan may be issued in any combination of Incentive Stock
Options, non-Incentive Stock Options, or Restricted Stock, and the amount of
Stock subject to the Plan may be increased from time to time in accordance with
Article 10, provided that the total number of shares of Stock issuable pursuant
to Incentive Stock Options may not be increased to more than 3,500,000 (other
than pursuant to anti-dilution adjustments) without stockholder approval.
Shares subject to an Option or issued as an Award may be either authorized but
unissued shares or treasury shares. The shares covered by any unexercised
portion of an Option that has terminated for any reason (except as set forth in
the following paragraph), or any forfeited portion of an Award, may again be
optioned or awarded under the Plan, and such shares shall not be considered as
having been optioned or issued in computing the number of shares of Stock
remaining available for option or award hereunder.

If Options are issued in respect of options to acquire stock of any
entity acquired, by merger or otherwise, by the Company (or any Subsidiary of
the Company), to the extent that such issuance shall not be inconsistent with
the terms, limitations and conditions of Section 422 of the Code or Rule 16b-3
under the Exchange Act, the aggregate number of shares of Stock for which
Options may be granted hereunder shall automatically be increased by the number
of shares subject to the Options so issued; provided, however, that the
aggregate number of shares of Stock for which Options may be granted hereunder
shall automatically be decreased by the number of shares covered by any
unexercised portion of an Option so issued that has terminated for any reason,
and the shares subject to any such unexercised portion may not be optioned to
any other person.

5.2. Antidilution.

(a) If (x) the outstanding shares of Stock are changed
into or exchanged for a different number or kind of shares or other securities
of the Company by reason of merger,

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<PAGE> 39

consolidation, reorganization, recapitalization, reclassification, combination
or exchange of shares, or stock split or stock dividend, (y) any spin-off,
spin-out or other distribution of assets materially affects the price of the
Company's stock, or (z) there is any assumption and conversion to the Plan by
the Company of an acquired company's outstanding option grants, then:

(i) the aggregate number and kind of shares of
Stock for which Options or Awards may be granted hereunder
shall be adjusted proportionately by the Committee;

(ii) the per-participant limit in the last
sentence of Section 6.4 shall be proportionately adjusted by
the Committee; and

(iii) the rights of Optionees (concerning the
number of shares subject to Options and the Exercise Price)
under outstanding Options and the rights of the holders of
Awards (concerning the terms and conditions of the lapse of
any then-remaining restrictions), shall be adjusted
proportionately by the Committee.

(b) If the Company shall be a party to any
reorganization in which it does not survive, involving merger, consolidation,
or acquisition of the stock or substantially all the assets of the Company, the
Committee, in its discretion, may:

(i) notwithstanding other provisions of this
Plan, declare that all Options granted under the Plan shall
become exercisable immediately notwithstanding the provisions
of the respective Option Agreements regarding exercisability,
that all such Options shall terminate 90 days after the
Committee gives written notice of the immediate right to
exercise all such Options and of the decision to terminate
all Options not exercised within such 90-day period, and that
all then-remaining restrictions pertaining to Awards under
the Plan shall immediately lapse; or

(ii) notify all Grantees that all Options or
Awards granted under the Plan shall be assumed by the
successor corporation or substituted on an equitable basis
with options or awards issued by such successor corporation;
provided, however, if such event also constitutes a Corporate
Transaction, such assumed or substituted Options or Awards
shall be immediately exercisable in full or shall have all
restrictions or conditions deemed terminated or satisfied, as
the case may be, except with respect to Options or Awards
that were granted pursuant to Option Agreements or
Restriction Agreements, as the case may be, that expressly
provide to the contrary.

(c) If the Company is to be liquidated or dissolved in
connection with a reorganization described in Section 5.2(b), the provisions of
such Section shall apply. In all other instances, the adoption of a plan of
dissolution or liquidation of the Company shall, notwithstanding other
provisions hereof, cause all then-remaining restrictions pertaining to Awards
under the Plan to lapse, and shall cause every Option outstanding under the
Plan to

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<PAGE> 40

terminate to the extent not exercised prior to the adoption of the plan of
dissolution or liquidation by the stockholders, provided that, notwithstanding
other provisions hereof, the Committee may declare all Options granted under
the Plan to be exercisable at any time on or before the fifth business day
following such adoption notwithstanding the provisions of the respective Option
Agreements regarding exercisability.

(d) The adjustments described in paragraphs (a) through
(c) of this Section 5.2, and the manner of their application, shall be
determined solely by the Committee, and any such adjustment may provide for the
elimination of fractional share interests; provided, however, that any
adjustment made by the Committee shall be made in a manner that will not cause
an Incentive Stock Option to be other than an Incentive Stock Option under
applicable statutory and regulatory provisions unless the effected Optionee
consents in writing. The adjustments required under this Article 5 shall apply
to any successors of the Company and shall be made regardless of the number or
type of successive events requiring such adjustments.

5.3. Effect of a Corporate Transaction. In the event of a
Corporate Transaction not subject to the provisions of Section 5.2(b)(ii)
above, except with respect to Options or Awards that were granted pursuant to
Option Agreements or Restriction Agreements, as the case may be, that expressly
provide to the contrary, to the extent outstanding at the time of the Corporate
Transaction, (i) all Options then-outstanding shall automatically become
immediately exercisable in full and (ii) all restrictions and conditions on all
Awards then-outstanding shall automatically be deemed terminated or satisfied.

ARTICLE 6
OPTIONS

6.1. Types of Options Granted. The Committee may, under this Plan,
grant either Incentive Stock Options or non-Incentive Stock Options. The
Company shall have no liability to an Optionee, or any other party, if an
Option (or any part thereof) which is intended to be an Incentive Stock Option
is not an Incentive Stock Option. Within the limitations provided in this Plan,
both types of Options may be granted to the same person at the same time, or at
different times, under different terms and conditions, as long as the terms and
conditions of each Option are consistent with the provisions of the Plan.

6.2. Option Grant and Agreement. Each Option granted hereunder
shall be evidenced by minutes of a meeting or the written consent of the
Committee and by a written Option Agreement executed by the Company and the
Optionee. The date on which the Committee approves the grant of an Option shall
be considered the date on which such Option is granted. The terms of the
Option, including the Option's duration, time or times of exercise, exercise
price, whether the Option is intended to be an Incentive Stock Option, and
whether the Option is to be accompanied by the right to receive a Reload
Option, shall be stated in the Option Agreement. No Incentive Stock Option may
be granted more than ten years after the earlier to occur of the effective date
of the Plan or the date the Plan is approved by the Company's stockholders.
Separate Option Agreements may be used for Incentive Stock Options and

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non-Incentive Stock Options, but any failure to use such separate agreements
shall not invalidate, or otherwise adversely affect the Optionee's interest in,
the Options evidenced thereby.

6.3. Optionee Limitations. The Committee shall not grant an
Incentive Stock Option to any person who, at the time the Incentive Stock
Option is granted:

(a) is not an employee of the Company, its Parent or a
Subsidiary; or

(b) owns or is considered to own stock possessing at
least 10% of the total combined voting power of all classes of stock of the
Company or any of its Parent or Subsidiary corporations; provided, however,
that this limitation shall not apply if at the time an Incentive Stock Option
is granted the Exercise Price is at least 110% of the Fair Market Value of the
Stock subject to such Option and such Option by its terms would not be
exercisable after five years from the date on which the Option is granted. For
the purpose of this subsection (b), a person shall be considered to own: (i)
the stock owned, directly or indirectly, by or for his or her brothers and
sisters (whether by whole or half blood), spouse, ancestors and lineal
descendants; (ii) the stock owned, directly or indirectly, by or for a
corporation, partnership, estate, or trust in proportion to such person's stock
interest, partnership interest or beneficial interest therein; and (iii) the
stock which such person may purchase under any outstanding options of the
Company or of any Parent or Subsidiary of the Company.

6.4. $100,000 and Section 162(m) Limitations. Except as provided
below, the Committee shall not grant an Incentive Stock Option to, or modify
the exercise provisions of outstanding Incentive Stock Options held by, any
person who, at the time the Incentive Stock Option is granted (or modified),
would thereby receive or hold any Incentive Stock Options of the Company and
any Parent or Subsidiary of the Company, such that the aggregate Fair Market
Value (determined as of the respective dates of grant or modification of each
option) of the Stock with respect to which such Incentive Stock Options are
exercisable for the first time during any calendar year is in excess of
$100,000 (or such other limit as may be prescribed by the Code from time to
time); provided that the foregoing restriction on modification of outstanding
Incentive Stock Options shall not preclude the Committee from modifying an
outstanding Incentive Stock Option if, as a result of such modification and
with the consent of the Optionee, such Option no longer constitutes an
Incentive Stock Option; and provided that, if the $100,000 limitation (or such
other limitation prescribed by the Code) described in this Section 6.4 is
exceeded, the Incentive Stock Option, the granting or modification of which
resulted in the exceeding of such limit, shall be treated as an Incentive Stock
Option up to the limitation and the excess shall be treated as a non-Incentive
Stock Option. Furthermore, not more than 1,000,000 shares of Stock may be made
subject to Options to any individual in the aggregate in any one fiscal year of
the Company, such limitation to be applied in a manner consistent with the
requirements of, and only to the extent required for compliance with, the
exclusion from the limitation on deductibility of compensation under Section
162(m) of the Code.

6.5. Exercise Price. The Exercise Price of the Stock subject to
each Option shall be determined by the Committee. Subject to the provisions of
Section 6.3(b) hereof, the Exercise

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Price of an Incentive Stock Option shall not be less than the Fair Market Value
of the Stock as of the date the Option is granted.

6.6. Exercise Period. The period for the exercise of each Option
granted hereunder shall be determined by the Committee, but the Option
Agreement with respect to an Incentive Stock Option shall provide that such
Option shall not be exercisable after the expiration of ten years from the date
of grant (or modification) of the Option. In addition, no Incentive Stock
Option granted under the Plan shall be exercisable prior to stockholder
approval of the Plan.

6.7. Option Exercise.

(a) Unless otherwise provided in the Option Agreement or
Section 6.6 of this Plan, an Option may be exercised at any time or from time
to time during the term of the Option as to any or all full shares which have
become Purchasable under the provisions of the Option, but not at any time as
to fewer than 100 shares unless the remaining shares that have become so
Purchasable are fewer than 100 shares. The Committee shall have the authority
to prescribe in any Option Agreement that the Option may be exercised only in
accordance with a vesting schedule during the term of the Option, provided that
the Committee may at any time provide that any Options shall become immediately
exercisable in full or in part.

(b) An Option shall be exercised by (i) delivery of a
written notice of exercise with respect to a specified number of shares of
Stock to American Stock Transfer and Trust Company, as administrator of the
Plan, at its principal office, (ii) delivery of payment (made payable to the
Company) of the full amount of the Exercise Price for such number of shares in
accordance with Section 6.7(c) to American Stock Transfer and Trust Company at
its principal office. If requested by an Optionee, an Option may be exercised
with the involvement of a stockbroker in accordance with the federal margin
rules set forth in Regulation T (in which case the certificates representing
the underlying shares will be delivered by the Company directly to the
stockbroker).

(c) The Exercise Price is to be paid in full in cash
upon the exercise of the Option, and the Company shall not be required to
deliver certificates for the shares purchased until such payment has been made;
provided, however, that in lieu of cash, in the Company's sole discretion, all
or any portion of the Exercise Price may be paid by tendering to the Company
shares of Stock duly endorsed for transfer and owned by the Optionee, or by
authorization to the Company to withhold shares of Stock otherwise issuable
upon exercise of the Option, in each case to be credited against the Exercise
Price at the Fair Market Value of such shares on the date of exercise (however,
no fractional shares may be so transferred, and the Company shall not be
obligated to make any cash payments in consideration of any excess of the
aggregate Fair Market Value of shares transferred over the aggregate Exercise
Price); provided further, that the Committee may provide in an Option Agreement
(or may otherwise determine in its sole discretion at the time of exercise)
that, in lieu of cash or shares, all or a portion of the Exercise Price may be
paid by the Optionee's execution of a recourse note equal to the Exercise Price
or relevant portion thereof on terms determined by the Committee. The Company
may accept such

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other lawful consideration as payment as the Committee shall determine in any
Option Agreement.

(d) In addition to and at the time of payment of the
Exercise Price, the Optionee shall pay to the Company in cash the full amount
of any federal, state, and local income, employment, or other withholding taxes
applicable to the taxable income of such Optionee resulting from such exercise;
provided, however, that in the discretion of the Committee any Option Agreement
may provide that all or any portion of such tax obligations, together with
additional taxes not exceeding the actual additional taxes to be owed by the
Optionee as a result of such exercise, may, upon the irrevocable election of
the Optionee, be paid by tendering to the Company whole shares of Stock duly
endorsed for transfer and owned by the Optionee, or by authorization to the
Company to withhold shares of Stock otherwise issuable upon exercise of the
Option, in either case in that number of shares having a Fair Market Value on
the date of exercise equal to the amount of such taxes thereby being paid, and
subject to such restrictions as to the approval and timing of any such election
as the Committee may from time to time determine to be necessary or appropriate
to satisfy the conditions of the exemption set forth in Rule 16b-3 under the
Exchange Act, if such rule is applicable.

(e) An Optionee shall not have any of the rights of a
stockholder with respect to the shares of Stock subject to the Option until
such shares have been issued and transferred to the Optionee upon the exercise
of the Option.

6.8. Reload Options.

(a) The Committee may specify in an Option Agreement (or
may otherwise determine in its sole discretion) that a Reload Option shall be
granted, without further action of the Committee, (i) to an Optionee who
exercises an Option (including a Reload Option) by surrendering shares of Stock
in payment of amounts specified in Sections 6.7(c) or 6.7(d) of this Plan, (ii)
for the same number of shares as are surrendered to pay such amounts, (iii) as
of the date of such payment and at an Exercise Price equal to the Fair Market
Value of the Stock on such date, and (iv) otherwise on the same terms and
conditions as the Option whose exercise has occasioned such payment, except as
provided below and subject to such other contingencies, conditions, or other
terms as the Committee shall specify at the time such exercised Option is
granted; provided, however, that the Committee may require that the shares
surrendered in payment as provided above must have been held by the Optionee
for at least six months prior to such surrender.

(b) Unless provided otherwise in the Option Agreement, a
Reload Option may not be exercised by an Optionee (i) prior to the end of a
one-year period from the date that the Reload Option is granted, and (ii)
unless the Optionee retains beneficial ownership of the shares of Stock issued
to such Optionee upon exercise of the Option referred to above in Section
6.8(a)(i) for a period of one year from the date of such exercise.

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6.9. Transferability of Options.

(a) Except as the Committee may otherwise determine or
provide in an Option Agreement, no Incentive Stock Option shall be sold,
assigned, transferred, pledged or otherwise encumbered by an Optionee, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution. During the lifetime of an Optionee, Incentive Stock Options shall
be exercisable only by such Optionee (or by such Optionee's guardian or legal
representative, should one be appointed).

(b) Except as the Committee may otherwise determine or
provide in an Option Agreement or with the prior written consent of the
Company, a non-Incentive Stock Option may not be sold, assigned, transferred,
pledged or otherwise encumbered by an Optionee, either voluntarily or by
operation of law, except by will or the laws of descent and distribution. Any
assigned portion shall be exercisable only by the person or persons who acquire
a proprietary interest in the Option pursuant to such assignment. The terms
applicable to any assigned portion shall be the same as those in effect for the
Option immediately prior to such assignment and shall be set forth in such
documents executed by the assignee as the Committee may deem appropriate.

6.10. Termination of Employment or Service. The Committee shall
have the power to specify, with respect to the Options granted to a particular
Optionee, the effect upon such Optionee's right to exercise an Option of
termination of such Optionee's employment or service under various
circumstances, which effect may include immediate or deferred termination of
such Optionee's rights under an Option, or acceleration of the date at which an
Option may be exercised in full; provided, however, that in no event may an
Incentive Stock Option be exercised after the expiration of ten years from the
date of its grant. The Committee shall determine, which determination shall be
final and conclusive, whether: (i) a termination of employment is to be
considered by reason of retirement with the consent of the Company in
accordance with the normal retirement policies of the Company; (ii) a
termination of employment is to be considered by reason of a Permanent and
Total Disability; or (iii) a leave of absence or leave on military or
government service shall constitute a termination of employment for purposes of
the Plan.

6.11. Employment Rights. Nothing in the Plan or in any Option
Agreement shall confer on any person any right to continue in the employ of the
Company or any of its Subsidiaries, or shall interfere in any way with the
right of the Company or any of its Subsidiaries to terminate such person's
employment at any time.

6.12. Certain Successor Options. To the extent not inconsistent
with the terms, limitations and conditions of Section 422 of the Code and any
regulations promulgated with respect thereto, an Option issued in respect of an
option held by an employee to acquire stock of any entity acquired, by merger
or otherwise, by the Company (or any Subsidiary of the Company) may contain
terms that differ from those stated in this Article 6, but solely to the extent
necessary to preserve for any such employee the rights and benefits contained
in such predecessor option, or to satisfy the requirements of Section 424(a) of
the Code.

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6.13. Grant of Options to Non-Employee Directors. The Committee
shall automatically grant to each non-employee director of the Company, upon
such person's initial election or appointment to serve on the Board, an Option
to purchase 10,000 shares of Stock; provided, however, that if such director
receives a grant of options under the Director Plan upon his/her initial
election or appointment to serve on the Board, then such director shall not be
entitled to an Option grant under this Section 6.13. All Options granted to
directors pursuant to this Section 6.13 shall be non-Incentive Stock Options.

ARTICLE 7
RESTRICTED STOCK

7.1. Awards of Restricted Stock. The Committee may grant Awards,
which shall be governed by a Restriction Agreement between the Company and the
Grantee. Each Restriction Agreement shall contain such restrictions, terms and
conditions as the Committee may, in its discretion, determine, and may require
that an appropriate legend be placed on the certificates evidencing the subject
Restricted Stock. Shares of Restricted Stock granted pursuant to an Award
hereunder shall be issued in the name of the Grantee as soon as reasonably
practicable after the Award is granted, provided that the Grantee has executed
the Restriction Agreement governing the Award, the appropriate blank stock
powers and, in the discretion of the Committee, an escrow agreement and any
other documents which the Committee may require as a condition to the issuance
of such shares. If a Grantee shall fail to execute the foregoing documents
within any time period prescribed by the Committee, the Award shall be void. At
the discretion of the Committee, shares issued in connection with an Award
shall be deposited together with the stock powers with an escrow agent
designated by the Committee. Unless the Committee determines otherwise and as
set forth in the Restriction Agreement, upon delivery of the shares to the
escrow agent, the Grantee shall have all of the rights of a stockholder with
respect to such shares, including the right to vote the shares and to receive
all dividends or other distributions paid or made with respect to the shares.

7.2. Transferability of Awards. Except as the Committee may
otherwise determine or provide in a Restriction Agreement or with the prior
written consent of the Company, until all restrictions upon Restricted Stock
awarded to a Grantee shall have lapsed, such shares of Restricted Stock may not
be sold, assigned, transferred, pledged or otherwise encumbered, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution. The terms applicable to any assigned portion, including any
restrictions on the Restricted Stock, shall be the same as those in effect for
the Award immediately prior to such assignment and shall be set forth in such
documents executed by the assignee as the Committee may deem appropriate.

7.3. Lapse of Restrictions. Restrictions upon Restricted Stock
awarded hereunder shall lapse at such time or times (but, with respect to any
award to a Grantee who is also a Section 16 Insider, not less than six months
after the date of the Award) and on such terms and conditions as the Committee
may, in its discretion, determine at the time the Award is granted or
thereafter, provided that the Committee may at any time provide that any Award
shall be free of all restrictions.

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7.4. Termination of Employment. The Committee shall have the power
to specify, with respect to each Award granted to any particular Grantee, the
effect upon such Grantee's rights with respect to such Restricted Stock of the
termination of such Grantee's employment under various circumstances, which
effect may include immediate or deferred forfeiture of such Restricted Stock or
acceleration of the date at which any then-remaining restrictions shall lapse.

7.5. Treatment of Dividends. At the time an Award is made, the
Committee may, in its discretion, determine that the payment to the Grantee of
any dividends, or a specified portion thereof, declared or paid on such
Restricted Stock shall be (i) deferred until the lapsing of the relevant
restrictions and (ii) held by the Company for the account of the Grantee until
such lapsing. In the event of such deferral, there shall be credited at the end
of each year (or portion thereof) interest on the amount of the account at the
beginning of the year at a rate per annum determined by the Committee. Payment
of deferred dividends, together with interest thereon, shall be made upon the
lapsing of restrictions imposed on such Restricted Stock, and any dividends
deferred (together with any interest thereon) in respect of Restricted Stock
shall be forfeited upon any forfeiture of such Restricted Stock.

7.6. Delivery of Shares. Except as provided otherwise in Article 8
below, within a reasonable period of time following the lapse of the
restrictions on shares of Restricted Stock, the Committee shall cause a stock
certificate to be delivered to the Grantee with respect to such shares and such
shares shall be free of all restrictions hereunder.

ARTICLE 8
STOCK CERTIFICATES

The Company will not be obligated to deliver any shares of Stock
pursuant to Options granted under the Plan or remove restrictions from shares
of Restricted Stock previously delivered under the Plan until:

(a) all conditions of the option or award have been met
or removed to the satisfaction of the company;

(b) in the opinion of the company's counsel, all other
legal matters in connection with the issuance and delivery of such
shares have been satisfied, including any applicable securities laws
and any applicable stock exchange or stock market rules and
regulations; and

(c) the grantee has executed and delivered to the
company such representations or agreements as the company may consider
appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

Stock certificates issued and delivered to Grantees shall bear such
restrictive legends as the Company shall deem necessary or advisable pursuant
to applicable federal and state

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securities laws. The inability of the Company to obtain approval from any
regulatory body having authority deemed by the Company to be necessary for the
lawful issuance and sale of any Stock pursuant to Options shall relieve the
Company of any liability with respect to the non-issuance or sale of the Stock
as to which such approval shall not have been obtained. The Company shall,
however, use its best efforts to obtain all such approvals.

ARTICLE 9
TERMINATION AND AMENDMENT

9.1. Termination and Amendment. The Board may at any time
terminate or amend the Plan; provided, however, that the Board (unless its
actions are approved or ratified by the stockholders of the Company within
twelve months of the date that the Board amends the Plan) may not amend the
Plan to:

(a) increase the total number of shares of Stock
issuable pursuant to Incentive Stock Options under the Plan, except as
contemplated in Section 5.2; or

(b) change the class of employees eligible to receive
Incentive Stock Options that may participate in the Plan.

9.2. Effect on Grantee's Rights. No termination, amendment, or
modification of the Plan shall affect adversely a Grantee's rights under an
Option Agreement or Restriction Agreement without the consent of the Grantee
or his legal representative.

ARTICLE 10
RELATIONSHIP TO OTHER COMPENSATION PLANS

The adoption of the Plan shall not affect any other stock option,
incentive or other compensation plans in effect for the Company or any of its
Subsidiaries; nor shall the adoption of the Plan preclude the Company or any of
its Subsidiaries from establishing any other form of incentive or other
compensation plan for employees or directors of the Company or any of its
Subsidiaries.

A-18
<PAGE> 48

ARTICLE 11
MISCELLANEOUS

11.1. Replacement or Amended Grants. At the sole discretion of the
Committee, and subject to the terms of the Plan, the Committee may amend or
modify outstanding Options or Awards or waive any provision thereof or accept
the surrender of outstanding Options or Awards and grant new Options or Awards
in substitution for them, provided that no modification of an Option or Award
shall adversely affect a Grantee's rights under an Option Agreement or
Restriction Agreement without the consent of the Grantee or his legal
representative.

11.2. Forfeiture for Competition. If a Grantee provides services to
a competitor of the Company, a Parent or any Subsidiaries, whether as an
employee, officer, director, independent contractor, consultant, agent, or
otherwise, such services being of a nature that can reasonably be expected to
involve the skills and experience used or developed by the Grantee while an
employee, then that Grantee's rights under any Options outstanding hereunder
shall be forfeited and terminated, and any shares of Restricted Stock held by
such Grantee subject to remaining restrictions shall be forfeited, subject in
each case to a determination to the contrary by the Committee.

11.3. Governing Law. The provisions of the Plan and all Options and
Awards made hereunder shall be governed by and interpreted in accordance with
the laws of the State of Delaware, without regard to any applicable conflicts
of law.

11.4. Plan Binding on Successors. The Plan shall be binding upon
the successors and assigns of the Company.

11.5. Singular, Plural; Gender. Whenever used in this Plan, nouns
in the singular shall include the plural, and the masculine pronoun shall
include the feminine gender.

11.6. Headings, etc., No Part of Plan. Headings of Articles and
Sections of this Plan are inserted for convenience and reference; they do not
constitute part of the Plan.

11.7. Section 16 Compliance. With respect to Section 16 Insiders
and "highly-compensated" persons under Section 162(m) of the Code, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act and with Section 162(m) of the
Code. To the extent any provision of the Plan or action by the Committee fails
to so comply, it shall be deemed void to the extent permitted by law and deemed
advisable by the Committee. In addition, if necessary to comply with Rule 16b-3
with respect to any grant of an Option hereunder, and in addition to any other
vesting or holding period specified hereunder or in an applicable Option
Agreement, any Section 16 Insider acquiring an Option shall be required to hold
either the Option or the underlying shares of Stock obtained upon exercise of
the Option for a minimum of six months.

A-19

<PAGE> 49
EXHIBIT A

FORM OF STOCK OPTION AGREEMENT

POWERTEL, INC.
STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into as of
this _______ day of ___________________,_______, by and between Powertel, Inc.,
a Delaware corporation (the "Company"), and __________________________________
(the "Optionee").

WHEREAS, the Board of Directors and stockholders of the Company have
adopted a stock option and incentive plan known as the "Powertel, Inc. 2000
Stock Option and Incentive Plan" (the "Plan"); and

WHEREAS, the Committee has granted the Optionee a stock option to
purchase the number of shares of the Company's common stock as set forth below,
and in consideration of the granting of that stock option the Optionee intends
to remain in the employ of the Company; and

WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option in accordance with the Plan.

NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:

1. Incorporation of Plan. This option is granted pursuant to the
provisions of the Plan, and the terms and definitions of the Plan are
incorporated into this Agreement by reference and made a part of this
Agreement. The Optionee acknowledges receipt of a copy of the Plan. To the
extent the terms of this Agreement are inconsistent with the terms of the Plan
(as in effect as of the date of this Agreement, or as may be in effect
hereafter, pursuant to an amendment of the Plan or otherwise), the Plan shall
control and govern, and shall override and supercede the terms of this
Agreement.

2. Grant of Option. Subject to the terms, restrictions,
limitations and conditions stated in this Agreement, the Company hereby
evidences its grant to the Optionee, not in lieu of salary or other
compensation, of the right and option (the "Option") to purchase all or any
part of the number of shares of the Company's Common Stock, $0.01 par value per
share (the "Stock"), set forth on Schedule A attached and incorporated into
this Agreement by reference. The Option shall be exercisable in the amounts and
at the time(s) specified on Schedule A. The Option shall expire and shall not
be exercisable on the date specified on Schedule A or on such earlier date as
determined pursuant to Sections 8, 9, or 10 of this Agreement. Schedule A
states whether the Option is intended to be an Incentive Stock Option.

A-20
<PAGE> 50

3. Purchase Price. The price per share to be paid by the Optionee
for the shares subject to this Option (the "Exercise Price") shall be as
specified on Schedule A, which price shall be an amount not less than the Fair
Market Value of a share of Stock as of the date of grant if the Option is an
Incentive Stock Option.

4. Exercise Terms. The Optionee must exercise the Option for at
least the lesser of 100 shares or the number of shares of Purchasable Stock as
to which the Option remains unexercised. If this Option is not exercised with
respect to all or any part of the shares subject to this Option prior to its
expiration, the shares with respect to which this Option was not exercised
shall no longer be subject to this Option.

5. Transferability.

(a) No Incentive Stock Option shall be sold, assigned,
transferred, pledged or otherwise encumbered by an Optionee, either
voluntarily or by operation of law, except by will or the laws of
descent and distribution. During the lifetime of an Optionee,
Incentive Stock Options shall be exercisable only by such Optionee (or
by such Optionee's guardian or legal representative, should one be
appointed).

(b) A non-Incentive Stock Option may be transferred or
assigned to another person only with the prior written consent of the
Company, which consent may be withheld in the Company's sole
discretion. The assigned portion shall be exercisable only by the
person or persons who acquire a proprietary interest in the Option
pursuant to such assignment. The terms applicable to any assigned
portion shall be the same as those in effect for the Option
immediately prior to such assignment and shall be set forth in such
documents executed by the assignee as the Committee may deem
appropriate.

6. Notice of Exercise of Option. This Option may be exercised by
the Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the Notice
of Exercise attached to this Agreement as Schedule B) signed by the Optionee,
or by such administrators, executors or personal representatives, and delivered
or mailed to American Stock Transfer & Trust Company as specified in Section
13(c) below to the attention of ____________________________. Any such notice
shall (a) specify the number of shares of Stock which the Optionee or the
Optionee's administrators, executors or personal representatives, as the case
may be, then elects to purchase hereunder, (b) contain such information as may
be reasonably required pursuant to Section 12 below, and (c) be accompanied by
(i) a certified or cashier's check payable to the Company in payment of the
total Exercise Price applicable to such shares as provided herein, (ii) shares
of Stock owned by the Optionee and duly endorsed or accompanied by stock
transfer powers, or an authorization to withhold shares of Stock otherwise
issuable upon exercise of the Option, having a Fair Market Value equal to the
total Exercise Price applicable to such shares purchased under this Agreement,
or (iii) a certified or cashier's check accompanied by the number of shares of
Stock whose Fair Market Value when added to the amount of the check equals the
total Exercise Price applicable to the shares being purchased under this
Agreement. Upon receipt of
A-21
<PAGE> 51

any such notice and accompanying payment, and subject to the terms hereof, the
Company agrees to issue to the Optionee or the Optionee's administrators,
executors or personal representatives, as the case may be, stock certificates
for the number of shares specified in such notice registered in the name of the
person exercising this Option.

7. Adjustment in Option. The number of Shares subject to this
Option, the Exercise Price and other matters are subject to adjustment during
the term of this Option in accordance with Section 5.2 of the Plan.

8. Termination of Employment.

(a) Except as otherwise specified in Schedule A to this
Agreement, in the event of the termination of the Optionee's
employment with the Company or any of its Subsidiaries, other than a
termination for reasons of retirement, disability or death, the
Optionee may exercise this Option to the extent of the number of
shares which were Purchasable hereunder at the date of such
termination at any time within 30 days after such termination and
prior to the expiration of the Option.

(b) Unless and to the extent otherwise provided in
Schedule A hereto, in the event of the retirement of the Optionee at
the normal retirement date as prescribed from time to time by the
Company or any Subsidiary, the Optionee shall continue to have the
right to exercise any Options to the extent of the number of shares
which were Purchasable at the date of the Optionee's retirement at any
time within a period ending on the earlier of (a) the last day of the
90-day period following the Optionee's retirement or (b) the
expiration date of this Option. This Option shall not be affected by
any change of employment so long as the Optionee continues to be an
employee of the Company or one of its Subsidiaries.

9. Disabled Optionee. In the event of termination of employment
because of the Optionee's Permanent and Total Disability, the Optionee (or his
or her personal representative) may exercise this Option, regardless of whether
the shares were Purchasable under this Agreement at the date of such
termination, within a period ending on the earlier of (a) the last day of the
one year period following the Optionee's termination or (b) the expiration date
of this Option.

10. Death of Optionee. Except as otherwise set forth in Schedule A
with respect to the rights of the Optionee upon termination of employment under
Section 8(a) above, in the event of the Optionee's death while employed by the
Company or any of its Subsidiaries, the appropriate persons described in
Section 6 of this Agreement or persons to whom all or a portion of this Option
is transferred in accordance with Section 5 of this Agreement may exercise this
Option, regardless of whether the shares were Purchasable under this Agreement
at the date of death, at any time within a period ending on the earlier of (a)
the last day of the one year period following the Optionee's death or (b) the
expiration date of this Option.

11. Compliance with Regulatory Matters. The Optionee acknowledges
that the issuance of capital stock of the Company is subject to limitations
imposed by federal and state

A-22
<PAGE> 52

law, and the Optionee hereby agrees that the Company shall not be obligated to
issue any shares of Stock upon exercise of this Option that would cause the
Company to violate any law or any rule, regulation, order or consent decree of
any regulatory authority (including without limitation the SEC) having
jurisdiction over the affairs of the Company. The Optionee agrees that he or
she will provide the Company with such information as is reasonably requested
by the Company or its counsel to determine whether the issuance of Stock
complies with the provisions described by this Section 12.

12. Restriction on Disposition of Shares. The Optionee
acknowledges that in order to maintain the Incentive Stock Option status of an
Option, the shares purchased pursuant to the exercise of an Incentive Stock
Option should not be transferred by the Optionee except pursuant to the
Optionee's will, or the laws of descent and distribution, until such date which
is the later of two years after the grant of such Incentive Stock Option or one
year after the transfer of the shares to the Optionee pursuant to the exercise
of such Incentive Stock Option.

13. Miscellaneous.

(a) This Agreement shall be binding upon the parties hereto and
their representatives, successors and assigns.

(b) This Agreement shall be governed by the laws of the State of
Delaware, without regard to any applicable conflicts of law.

(c) Any requests or notices to be given hereunder shall be deemed
given, and any elections or exercises to be made or accomplished shall be
deemed made or accomplished, upon actual delivery thereof to the designated
recipient, or three days after deposit thereof in the United States mail,
registered, return receipt requested and postage prepaid, addressed, if to the
Optionee, at the address set forth below and, if to the Company, to American
Stock Transfer & Trust Company at ____________________________________, or at
such other addresses that the parties provide to each other in accordance with
the foregoing notice requirements.

(d) This Agreement may not be modified except by a written
agreement executed by each of the parties to it.

14. Forfeiture for Competition. The Optionee acknowledges that if
the Optionee provides services to a competitor of the Company, a Parent or any
Subsidiaries, whether as an employee, officer, director, independent
contractor, consultant, agent, or otherwise, such services being of a nature
that can reasonably be expected to involve the skills and experience used or
developed by the Optionee while an employee, then that Optionee's rights under
this Option shall be forfeited and terminated, except in the event that the
Committee makes a determination to the contrary.

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<PAGE> 53

IN WITNESS WHEREOF, THE COMMITTEE HAS CAUSED THIS STOCK OPTION
AGREEMENT TO BE EXECUTED ON BEHALF OF THE COMPANY, AND THE OPTIONEE HAS
EXECUTED THIS STOCK OPTION AGREEMENT, ALL AS OF THE DAY AND YEAR FIRST ABOVE
WRITTEN.

POWERTEL, INC. OPTIONEE

By:
--------------------------- -----------------------------
Name: Name:
---------------------- ------------------------
Title: Address:
--------------------- ---------------------

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

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<PAGE> 54

SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
POWERTEL, INC.

AND
___________________________

DATED: __________________

1. Number of Shares Subject to Option: _____________________ Shares.

2. This Option (Check one) [ ] is [ ] is not an Incentive Stock Option.

3. Option Exercise Price: $ ________________ per Share.

4. Date of Grant: ___________________

5. Option Vesting Schedule:

Check one:

( ) Options are exercisable with respect to all shares on
or after the date hereof.

( ) Options are exercisable with respect to the number of
shares indicated below on or after the date
indicated next to the number of shares:

No. of Shares Vesting Date

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<PAGE> 55

6. Option Exercise Period:

Check One:

( ) All options expire and are void unless exercised on
or before ______________________, ______.

( ) Options expire and are void unless exercised on or
before the date indicated next to the number of
shares:

No. of Shares Expiration Date

7. Effect of Termination of Employment of Optionee (if different from that
set forth in Sections 8, 9 and 10 of the Stock Option Agreement):

A-26
<PAGE> 56

SCHEDULE B
TO
STOCK OPTION AGREEMENT
BETWEEN
POWERTEL, INC.

AND
________________________

American Stock Transfer & Trust Company
[INSERT ADDRESS]

DATED: __________________

NOTICE OF EXERCISE

The undersigned hereby notifies Powertel, Inc. (the "Company") of this
election to exercise the undersigned's stock option to purchase __________
shares of the Company's common stock, $0.01 par value per share (the "Common
Stock"), pursuant to the Stock Option Agreement (the "Agreement") between the
undersigned and the Company dated _______________________, _____. Accompanying
this Notice is (1) a certified or a cashier's check in the amount of
$______________ payable to the Company, and/or (2) ____________ shares of the
Company's Common Stock presently owned by the undersigned and duly endorsed or
accompanied by stock transfer powers, having an aggregate Fair Market Value (as
defined in the Powertel, Inc. 2000 Stock Option and Incentive Plan (the
"Plan")) as of the date hereof of $_____________, and/or (3) authorization to
withhold ____________ shares of Stock otherwise issuable upon exercise of the
Option having an aggregate Fair Market Value (as defined in the Plan) as of the
date hereof of $_______________, with such shares of Stock that are withheld
being credited against the Exercise Price, such amounts of (1), (2) and (3)
being equal, in the aggregate, to the purchase price per share set forth in
Section 3 of the Agreement multiplied by the number of shares being purchased
hereby (in each instance subject to appropriate adjustment pursuant to Section
5.2 of the Plan).

IN WITNESS WHEREOF, the undersigned has set his hand and seal, this
_______ day of ___________________, _____.

OPTIONEE [OR OPTIONEE'S ADMINISTRATOR,
EXECUTOR OR PERSONAL REPRESENTATIVE]

-----------------------------------------------
Name:
------------------------------------------
Position (if other than Optionee):
-------------

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<PAGE> 57
PROXY FOR ANNUAL MEETING
OF STOCKHOLDERS OF
POWERTEL, INC.
TO BE HELD ON MAY 25, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints ALLEN E. SMITH and FRED G. ASTOR, JR.
and each or either of them as true and lawful agents and proxies of the
undersigned with full power of substitution in each, to represent and vote, as
indicated below, all of the shares of common stock of Powertel, Inc.
("Powertel") that the undersigned would be entitled to vote at the Annual
Meeting of Stockholders of Powertel to be held on May 25, 2000, and at any
adjournment or postponement thereof, upon the matters set forth below and on
the reverse side of this proxy card, and in their discretion upon any other
business that may properly come before the meeting or any adjournment or
postponement thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 3 AND 4.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3 AND 4.

PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

1. PROPOSAL to approve an amendment to Powertel's Third Restated
Certificate of Incorporation to increase the number of authorized
shares of common stock from 100,000,000 to 400,000,000 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. PROPOSAL to approve the Powertel, Inc. 2000 Stock Option and Incentive
Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. ELECTION OF DIRECTORS:

O. GENE GABBARD
WILLIAM H. SCOTT, III
WILLIAM B. TIMMERMAN
DONALD W. WEBER

[ ] FOR all nominees [ ] WITHHOLD AUTHORITY to
listed (except as vote for all nominees
marked to the contrary)

(INSTRUCTION: To withhold authority to vote for any individual
nominee(s), write that nominee's name(s) in the space provided below.)

<PAGE> 58

4. PROPOSAL to ratify the appointment of Arthur Andersen LLP as
independent public accountants of Powertel for the year ending
December 31, 2000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. IN THEIR DISCRETION, to act upon such other business as may properly
come before the meeting or any adjournment thereof.

Dated:___________________________ , 2000

--------------------------------------------
Signature of Stockholder(s)

Please sign exactly as name or names appear
hereon. Where more than one owner is shown
on a stock certificate, each owner should
sign. Persons signing in a fiduciary or
representative capacity must give full
title. If a corporation, please sign in
full corporate name by authorized officer.
If a partnership, please sign in
partnership name by authorized person.